SHAREHOLDER SERVICER ASSISTANCE AGREEMENT
SHAREHOLDER SERVICER ASSISTANCE AGREEMENT (formerly, Shareholder
Servicing Agreement), dated as of November 1, 1994, (as amended as of April 29,
1997) by and between HSBC Funds Trust (the "Trust"), a Massachusetts business
trust, and HSBC Asset Management Americas Inc. (the "Financial Institution"), as
a shareholder servicer assistant hereunder (the "Agent") relating to
transactions in shares of capital stock, $.001 par value (the "Shares"), of any
of the existing investment portfolios offered by the Trust (the "Funds"). In
the event that the Trust establishes one or more portfolios other than the Funds
with respect to which it decides to retain the Financial Institution hereunder,
the Trust shall promptly notify the Financial Institution in writing. If the
Financial Institution is willing to render such services, it shall notify the
Trust in writing whereupon such portfolio shall become a Fund hereunder.
The Trust and the Financial Institution hereby agree as follows:
1. Appointment. The Financial Institution hereby agrees to perform
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certain services to assist third parties including Marine Midland Bank, the
Funds' Distributor, and any Service Organization (as defined in Prospectus) and
other entities whose customers invest in the Funds (collectively, "Shareholder
Servicers") as hereinafter set forth. The Agent's appointment hereunder is non-
exclusive, and the parties recognize and agree that, from time to time, the
Trust may enter into other shareholder servicing agreements, in writing, with
other financial institutions.
2. Services to be Performed. The Agent shall be responsible for
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performing Shareholder Servicer administrative support services, which may, but
is not specifically required to, include any or all of the following: (i)
assist personnel who (a) hand out prospectuses and Fund applications, (b) assist
customers with filling out Fund applications and (c) effect
purchases and redemptions; (ii) assist with preparation of and review Fund
written communications, including marketing material, semi-annual and Annual
Reports and prospectus updates; (iii) educate, describe the Funds, and answer
questions from Shareholder Servicers to enhance understanding of the Funds and
their investment objectives; and (iv) generally assist the activities of the
Shareholder Servicers.
The Agent shall provide all personnel and facilities necessary in
order for it to perform the functions described in this paragraph.
3. Fees.
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3.1. Fees from the Trust. In consideration for the services
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described in Section 2 hereof and the incurring of expenses in connection
therewith, the Agent shall receive a fee, computed daily and payable monthly, at
the annual rate of 0.04% of 1% of the average daily net asset value of Shares of
each Fund for which the Agent from time to time performs services under this
Agreement. Fees with respect to Shareholder Servicers' customers Shares in any
one Fund will be paid exclusively from the assets of that Fund in which such
Customer's assets are invested. For purposes of determining the fees payable to
the Agent hereunder, the value of the Trust's net assets shall be computed in
the manner specified in the Trust's then-current prospectus and statement of
additional information (the "Prospectus") for computation of the net asset value
of the Trust's Shares.
4. Approval of Materials to be Circulated. Advance copies or proofs
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of all materials which are to be generally circulated or disseminated by the
Agent to Shareholder Servicers or prospective Shareholder Servicers which
identify or describe the Trust shall be provided to the Trust at least 10 days
prior to such circulation or dissemination (unless the Trust consents in writing
to a shorter period), and such materials shall not be circulated or disseminated
or further circulated or disseminated at any time after the Trust shall have
given written notice to the Agent of any objection thereto.
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Nothing in this Section 4 shall be construed to make the Trust liable
for the use of any information about the Trust which is disseminated by the
Agent.
5. Compliance with Laws, etc. The Agent shall comply with all
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applicable federal and state laws and regulations in the performance of its
duties under this Agreement, including securities laws.
6. Limitation of Agent's Liability. In consideration of the Agent's
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undertaking to render the services described in this Agreement, the Trust agrees
that the Agent shall not be liable under this Agreement for any error of
judgment or mistake of law or for any loss suffered by the Trust in connection
with the performance of this Agreement, provided that nothing in this Agreement
shall be deemed to protect or purport to protect the Agent against any liability
to the Trust or its stockholders to which the Agent would otherwise be subject
by reason of willful misfeasance, bad faith or gross negligence in the
performance of the Agent's duties under this Agreement or by reason of the
Agent's reckless disregard of its obligations and duties hereunder.
7. Indemnification. The Trust agrees to indemnify and hold harmless
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the Agent from all taxes, charges, expenses, assessments, claims and liabilities
(including, without limitation, liabilities arising under the Securities Act of
1933, as amended, the Securities Exchange Act of 1934, as amended, the
Investment Company Act of 1940, as amended, and any state and foreign securities
and blue sky laws, all as or to be amended from time to time) and expenses,
including attorneys' fees and disbursements arising directly or indirectly from
(i) any misstatements or omissions in the Trust's Prospectus, or (ii) any action
or thing which the Agent takes or does or omits to take or do reasonably
believed by the Agent to be at the request or direction or in reliance on the
advice or instructions, whether oral or written, of the Trust provided, that the
Agent shall not be indemnified against any liability to the Trust or to its
shareholders (or any expenses incident to such liability) arising out of the
Agent's own willful misfeasance, bad faith or gross negligence in the
performance of its duties hereunder or by reason of its reckless disregard of
its obligations and duties hereunder. In order that the indemnification
provision contained
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in this paragraph shall apply, it is understood that if in any case the Trust
may be asked to indemnify or save the Agent harmless, the Trust shall be fully
and promptly advised of all pertinent facts concerning the situation in
question, and it is further understood that the Agent will use all reasonable
care to identify and notify the Trust promptly concerning any situation which
presents or appears likely to present the probability of such a claim for
indemnification against the Trust. The Trust shall have the option to defend
the Agent against any claim which may be the subject of this indemnification
and, in the event that the Trust so elects, it will so notify the Agent and
thereupon the Trust shall take over complete defense for the claim, and the
Agent shall in such situation incur no further legal or other expenses for which
it shall seek indemnification under this paragraph. The Agent shall in no case
confess any claim or make any compromise or settlement in any case in which the
Trust will be asked to indemnify the Agent, except with the Trust's prior
written consent.
8. Limitation of Shareholder Liability, etc. The Agent hereby agrees
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that obligations assumed by the Trust pursuant to this Agreement shall be
limited in all cases to the Trust and its assets and that the Agent shall not
seek satisfaction of any such obligation from the shareholders or any
shareholder of the Trust. It is further agreed that the Agent shall not seek
satisfaction of any such obligations from the Board of Trustees or any
individual Trustee of the Trust.
9. Notices. All notices or other communications hereunder to either
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party shall be in writing or by confirming telegram, cable, telex or facsimile
sending device. Notices shall be addressed (a) if to the Trust, at the address
of the Trust, or (b) if to the Agent, at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇
▇▇▇▇▇, Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇.
10. Further Assurances. Each party agrees to perform such further
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acts and execute such further documents as are necessary to effectuate the
purposes hereof.
11. Termination. This Agreement will continue in effect until two
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years from the date hereof and thereafter for successive annual periods,
provided that such continuance is specifically approved at least annually (a) by
the Trust's Board
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of Trustees and (b) by the vote, cast in person at a meeting called for the
purpose, of a majority of the Trust's trustees who are not parties to this
Agreement or "interested persons" (as defined in the ▇▇▇▇ ▇▇▇) of any such
party. This Agreement may be terminated at any time, without the payment of any
penalty, by a vote of a majority of the Trust's outstanding voting securities
(as defined in the ▇▇▇▇ ▇▇▇) or by a vote of a majority of the Trust's entire
Board of Trustees on 60 days' written notice to the Agent or by the Agent on
(60) days' written notice to the Trust. Notice of termination of the
Shareholder Servicing Plan by the Board of Trustees, pursuant to which this
Agreement has been entered, shall constitute a notice of termination of this
Agreement.
12. Changes; Amendments. This Agreement may be changed or amended
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only by written instrument signed by both parties.
13. Reports. The Agent will provide the Trust or its designees such
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information as the Trust or its designees may reasonably request (including,
without limitation, periodic certifications confirming the provision to
Shareholder Servicers of the services described herein), and will otherwise
cooperate with the Trust and its designees (including, without limitation, any
auditors designated by the Trust), in connection with the preparation of reports
to its Board of Trustees concerning this Agreement and the monies paid or
payable under this Agreement, as well as any other reports or filings that may
be required by law.
14. Subcontracting by Agent. The Agent may subcontract for the
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performance of the Agent's obligations hereunder with any one or more persons,
including but not limited to any one or more persons which is an affiliate of
the Agent; provided, however, that the Agent shall be as fully responsible to
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the Trust for the acts and omissions of any subcontractor as it would be for its
own acts or omissions. The Agent shall notify the Trust of any such arrangements
no later than the next meeting of the Trust's Board of Trustees following the
entry by the Agent into such arrangements. Notwithstanding this paragraph or
paragraph 11 of this Agreement, the Trust reserves the right to terminate this
Agreement immediately or upon such notice as the Trust, in its sole discretion,
determines to give, and without payment of any penalty, if the Trust notifies
the Agent
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that any subcontractor of the Agent is unacceptable to the Trust for any reason
and the Agent does not terminate its arrangements with such subcontractor as
promptly as reasonably practicable.
15. Governing Law. This Agreement shall be governed by the laws of
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the State of New York.
16. Miscellaneous. The captions in this Agreement are included for
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convenience of reference only and in no way define or limit any of the
provisions hereof or otherwise affect their construction or effect. This
Agreement has been executed on behalf of the Trust by the undersigned not
individually, but in the capacity indicated.
HSBC FUNDS TRUST
By:
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Title: Secretary
HSBC ASSET MANAGEMENT AMERICAS INC.
By:
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Title:
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