EXHIBIT 99.1
AMENDED AND RESTATED
ADVISORY CONTRACT
HSBC Funds Trust
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May 1, 1998
HSBC Asset Management Americas Inc.
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Master Advisory Contract
Dear Sirs:
WHEREAS, the Master Investment Advisory Contract dated May 1, 1990 has been
amended and restated to reflect the name change of the Trust and the Trust's
Adviser, as well as a change in law that no longer limits expenses paid by the
Funds;
WITNESSETH
NOW THEREFORE, in consideration of the premises and mutual covenants herein
contained, it is agreed between HSBC Funds Trust (the "Trust") and HSBC Asset
Management Americas, Inc. (the "Adviser") as follows:
1. Definitions and Delivery of Documents. The Trust has been
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organized as a business trust under the laws of the Commonwealth of
Massachusetts and is an open-end management investment company. The Trust's
shares of beneficial interest may be classified into series in which each series
represents the entire undivided interests of a separate portfolio of assets. For
all purposes of this Contract,a "Fund" shall mean a separate portfolio of assets
of the Trust which has entered into an Advisory Contract Supplement, and a
"Series" shall mean the series of shares of beneficial interest representing
undivided interests in a Fund. All references herein to this Contract shall be
deemed to be references to this Contract as it may from time to
time be supplemented by Advisory Contract Supplements. The Trust engages in the
business of investing and reinvesting the assets of each Fund in the manner and
in accordance with the investment objective and restrictions specified in the
Trust's Declaration of Trust, dated November 1, 1989 (the "Declaration of
Trust"), and the currently effective Prospectus (the "Prospectus") relating to
the Trust and the Funds included in the Trust's Registration Statement, as
amended from time to time (the "Registration Statement"), filed by the Trust
under the Investment Company Act of 1940 (the "1940 Act") and the Securities Act
of 1933 (the "1933 Act"). Copies of the documents referred to in the preceding
sentence have been furnished to the Adviser. Any amendments to those documents
shall be furnished to the Advisor promptly.
2. Administrative Services and Distribution Contracts.
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Pursuant to a Distribution Contract (the "Distribution Contract") and an
Administrative Services Contract (the "Administrative Services Contract")
between the Trust and the Distributor and Administrator (as that term is defined
in the Prospectus) the Trust has employed the Distributor and the Administrator
to act as principal underwriter for each Series and to provide management and
other services.
3. Expenses. (a) the Adviser shall, at its expense, (i)
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employ or associate with itself such persons as it believes appropriate to
assist in performing its obligations under this Contract and (ii) provide all
advisory, administrative, management services and shareholder services,
equipment, facilities and personnel necessary to perform its obligations under
this Contract. The Trust recognizes that in those cases where the Adviser makes
arrangements with its correspondent banks to maintain subaccounts for certain of
their customers who invest in shares of a Series, such correspondent banks may
also agree to provide services to subaccount holders of the type provided by the
Adviser to shareholders of record.
(b) Except as provided in subparagraph (a) and in the
Administrative Services Contract, the Trust shall be responsible for all of its
expenses and liabilities, including compensation of its directors who are not
affiliated with the Distributor or the Adviser or any of their affiliates; taxes
and governmental fees; interest charges; fees and expenses of the Trust's
independent accountants and legal counsel; trade association membership dues;
fees and expenses of any custodian (including for keeping books and accounts and
calculating the net asset value of shares of each Series), transfer agent,
registrar and dividend disbursing agent of the Trust; expenses of issuing,
selling, redeeming, registering and qualifying for sale the Trust's shares of
beneficial interest; expenses of preparing and printing share certificates,
prospectuses, shareholders' reports, notices, proxy statements and reports to
regulatory agencies; the cost of office supplies; travel expenses of all
officers, directors and employees; insurance premiums; brokerage and other
expenses of executing portfolio transactions; expenses of shareholders'
meetings; organizational expenses; and extraordinary expenses.
4. Investment Advisory and Management Services. (a) The
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Adviser shall provide to the Trust investment guidance and policy direction in
connection with the
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management of the portfolio of each Fund, including oral and written money
market research, analysis, advice, statistical and economic data and information
and judgments, of both a macroeconomic and microeconomic character, concerning,
among other things, interest rate trends, money market portfolio composition,
credit conditions of both a general and specific nature and the average maturity
of the portfolio of each Fund.
(b) The Adviser shall also provide to the Trust's officers
administrative assistance in connection with the operation of the Trust and each
of the Funds. Administrative services provided by the Adviser shall include (i)
data processing, clerical bookkeeping services required in connection with
maintaining the financial accounts and records for the Trust and each of the
Funds, (ii) the compilation of statistical and research data required for the
preparation of periodic reports and statements of each of the Funds which are
distributed to the Trust's officers and Board of Trustees, (iii) handling, or
causing to be handled, general shareholder relations with Fund investors, such
as advice as to the status of their accounts, the current yield and dividends
declared to date and assistance with other questions related to their accounts,
(iv) the compilation of information required in connection with the Trust's
filings with the Securities and Exchange Commission and (v) such other services
as the Adviser shall from time to time determine, upon consultation with the
Sponsor, to be necessary or useful to the administration of the Trust and each
of the Funds.
(c) As a manager of the assets of each Fund, the Adviser shall
make investments for the account of each Fund in accordance with the Adviser's
best judgment and within the investment objective and restrictions of each such
Fund set forth in the Trust's Declaration of Trust, the Prospectus of each such
Fund, the 1940 Act and the provisions of the Internal Revenue Code relating to
regulated investment companies, subject to policy decisions adopted by the
Trust's Board of Trustees. The Adviser shall advise the Trust's Officers and
Board of Trustees, at such times as the Board of Trustees may specify, of
investments made for each of the Funds and shall, when requested by the Trust's
Officers or Board of Trustees, supply the reasons for making particular
investments.
(d) The Adviser shall furnish to the Board of Trustees
periodic reports on the investment performance of each Fund and on the
performance of its obligations under this Contract and shall supply such
additional reports and information as the Trust's Officers or Board of Trustees
shall reasonably request.
5. Limitation of Liability of Adviser. The Adviser shall
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give the Trust the benefit of the Adviser's best judgment and efforts in
rendering services under this Contract. As an inducement to the Adviser's
undertaking to render these services, the Trust agrees that the Adviser shall
not be liable under this Contract for any mistake in judgment or in any other
event whatsoever except for lack of good faith, provided that nothing in this
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Contract shall be deemed to protect or purport to protect the Adviser against
any liability to the Trust or its shareholders to which the Adviser would
otherwise be subject by reason of willful misfeasance, bad faith or
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gross negligence in the performance of the Adviser's duties under this Contract
or by reason of the Adviser's reckless disregard of its obligations and duties
hereunder.
6. Compensation of the Adviser. In consideration of the
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services to be rendered, facilities furnished and expenses paid or assumed by
the Adviser under this Contract, the Trust shall pay the Adviser a fee with
respect to each Fund in accordance with the applicable Advisory Contract
Supplement.
If the fees payable to the Adviser pursuant to this paragraph 6
and the applicable Advisory Contract Supplement begin to accrue before the end
of any month or if this Contract terminates before the end of any month, the
fees for the period from that date to the end of that month or from the
beginning of that month to the date of termination, as the case may be, shall be
prorated according to the proportion which the period bears to the full month in
which the effectiveness or termination occurs. For purposes of calculating the
monthly fees, the value of the net assets of each Fund shall be computed in the
manner specified in the Prospectus for the computation of net asset value. For
purposes of this Contract, a "business day" is any day the New York Stock
Exchange is open for trading.
7. Duration and Termination of this Contract. This Contract
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shall become effective upon May 1, 1998 and shall thereafter continue in the
effect; provided, that this Contract shall continue in effect for a period of
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more than one year with respect to a Fund only so long as the continuance is
specifically approved at least annually (a) by the vote of a majority of the
outstanding voting securities of that Fund (as defined in the ▇▇▇▇ ▇▇▇) or by
the Trust's Board 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 Contract or "interested persons" (as defined in the ▇▇▇▇ ▇▇▇) of
any such party. This Contract may be terminated with respect to a Fund at any
time, without the payment of any penalty, by a vote of a majority of the
outstanding voting securities of that Fund (as defined in the ▇▇▇▇ ▇▇▇) or by a
vote of a majority of the Trust's Board of Trustees on 60 days' written notice
to the Adviser or by the Adviser on 60 days' written notice to the Trust. If
this Contract is terminated with respect to any Fund, it shall nonetheless
remain in effect with respect to any remaining Funds. This Contract shall
terminate automatically in the event of its assignment (as defined in the 1940
Act).
8. Amendment of this Contract. No provision of this Contract
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may be changed, waived, discharged or terminated orally, but only by an
instrument in writing signed by the party against which enforcement of the
change, waiver, discharge or termination is sought and no amendment, transfer,
assignment, sale, hypothecation or pledge of this Contract shall be effective
until approved by (a) the vote, cast in person at a meeting called for the
purpose, of a majority of the Trustees who are not parties to this Contract or
"interested persons" (as defined in the ▇▇▇▇ ▇▇▇) of any such party, and (b)
with respect to any Fund affected by such change, waiver, discharge or
termination, by the vote of a majority of the outstanding voting securities of
the Series relating to such Fund, provided that no approval shall be required
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pursuant to this
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clause (b) in respect of an Advisory Contract Supplement entered into to add a
Fund to those covered by this Contract (or any amendment or termination of such
Supplement) by the holders of the outstanding voting securities of any Series
other than that of such Fund.
9. Other Activities of the Adviser. Except to the
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extent necessary to perform the Adviser's obligations under this Contract,
nothing herein shall be deemed to limit or restrict the right of the Adviser, or
any affiliate of the Adviser, or any employee of the Adviser, to engage in any
other business or to devote time and attention to the management of other
aspects of any other business, whether of a similar or dissimilar nature, or to
render services of any kind to any other corporation, firm, individual or
association.
10. Miscellaneous. The captions in this Contract are included
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for convenience of reference only and in no way define or delimit any of the
provisions hereof or otherwise affect their construction or effect. This
Contract may be executed simultaneously in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument. The Declaration of Trust has been filed with the
Secretary of State of the Commonwealth of Massachusetts. The obligations of the
Trust are not personally binding upon, nor shall resort be had to the private
property of, any of the Trustees, shareholders, officers, employees or agents of
the Trust, but only the Trust's property shall be bound.
If the foregoing correctly sets forth the agreement between the
Trust and the Adviser please so indicate by signing and returning to the Trust
the enclosed copy hereof.
Very truly yours,
HSBC FUNDS TRUST
By:
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Title: President
ACCEPTED:
HSBC Asset Management Americas Inc.
By:
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Title:
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NEW YORK TAX-FREE MONEY MARKET FUND
A Fund of HSBC Funds Trust
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▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
May 1, 1998
HSBC Asset Management Americas Inc.
▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Amended and Restated Advisory Contract Supplement
-------------------------------------------------
Dear Sirs:
This will confirm the agreement between HSBC Funds Trust (the
"Trust") and HSBC Asset Management Americas Inc. (the "Adviser") as follows:
The New York Tax-Free Money Market Fund (the "Fund") is a series
portfolio of the Trust which has been organized as a business trust under the
laws of the Commonwealth of Massachusetts and is an open-end management
investment company. The Trust and the Adviser have entered into an Amended and
Restated Master Advisory Contract, dated May 1, 1998 (as from time to time
amended and supplemented, the "Master Advisory Contract"), pursuant to which the
Adviser has undertaken to provide or make provision for the Trust for the
certain investment advisory and management services identified therein and to
provide certain other services, as more fully set forth therein. Certain
capitalized terms used without definition in this Advisory Contract Supplement
have the meaning specified in the Master Advisory Contract.
The Trust agrees with the Adviser as follows:
1. Adoption of Master Advisory Contract. The Master Advisory
------------------------------------
Contract is hereby adopted for the Fund. The Fund shall be one of the "Funds"
referred to in the Master Advisory Contract; and its shares shall be a "Series"
of shares as referred to therein.
2. Payment of Fees. For all services to be rendered,
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facilities furnished and expenses paid or assumed by the Adviser as provided in
the Master Advisory Contract and
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herein, the Fund shall pay a monthly fee on the first business day of each
month, based upon the average daily value (as determined on each business day at
the time set forth in the Prospectus for determining net asset value per share)
of the net assets of the Fund during the preceding month, at the following
annual rates:
Portion of average daily value
of net assets of the Fund Fee Rate
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Not exceeding $500 million................................... 0.350%
In excess of $500 million but
not exceeding $1 billion.................................. 0.315%
In excess of $1 billion but
not exceeding $1.5 billion................................ 0.280%
In excess of $1.5 billion.................................... 0.245%
If the foregoing correctly sets forth the agreement between
the Trust and the Adviser, please so indicate by signing and returning to the
Trust the enclosed copy hereof.
Very truly yours,
NEW YORK TAX-FREE MONEY MARKET FUND,
A FUND OF HSBC FUNDS TRUST
By:
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Title:
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The foregoing Contract is hereby
agreed to as of the date hereof:
HSBC ASSET MANAGEMENT AMERICAS INC.
By:
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Title:
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CASH MANAGEMENT FUND
A Fund of HSBC Funds Trust
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
May 1, 1998
HSBC Asset Management Americas Inc.
▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Amended and Restated Advisory Contract Supplement
-------------------------------------------------
Dear Sirs:
This will confirm the agreement between HSBC Funds Trust (the
"Trust") and HSBC Asset Management Americas Inc. (the "Adviser") as follows:
The Cash Management Fund (the "Fund") is a series portfolio of the
Trust which has been organized as a business trust under the laws of the
Commonwealth of Massachusetts and is an open-end management investment company.
The Trust and the Adviser have entered into an Amended and Restated Master
Advisory Contract, dated May 1, 1998 (as from time to time amended and
supplemented, the "Master Advisory Contract"), pursuant to which the Adviser has
undertaken to provide or make provision for the Trust for the certain investment
advisory and management services identified therein and to provide certain other
services, as more fully set forth therein. Certain capitalized terms used
without definition in this Advisory Contract Supplement have the meaning
specified in the Master Advisory Contract.
The Trust agrees with the Adviser as follows:
1. Adoption of Master Advisory Contract. The Master Advisory
------------------------------------
Contract is hereby adopted for the Fund. The Fund shall be one of the "Funds"
referred to in the Master Advisory Contract; and its shares shall be a "Series"
of shares as referred to therein.
2. Payment of Fees. For all services to be rendered,
---------------
facilities furnished and expenses paid or assumed by the Adviser as provided in
the Master Advisory Contract and herein, the Fund shall pay a monthly fee on the
first business day of each month, based upon the
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average daily value (as determined on each business day at the time set forth in
the Prospectus for determining net asset value per share) of the net assets of
the Fund during the preceding month, at the following annual rates:
Portion of average daily value
of net assets of the Fund Fee Rate
------------------------------ --------
Not exceeding $500 million.................................. 0.350%
In excess of $500 million but
not exceeding $1 billion................................. 0.315%
In excess of $1 billion but
not exceeding $1.5 billion............................... 0.280%
In excess of $1.5 billion................................... 0.245%
If the foregoing correctly sets forth the agreement between
the Trust and the Adviser, please so indicate by signing and returning to the
Trust the enclosed copy hereof.
Very truly yours,
CASH MANAGEMENT FUND,
A FUND OF HSBC FUNDS TRUST
By:
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Title:
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The foregoing Contract is hereby
agreed to as of the date hereof:
HSBC ASSET MANAGEMENT AMERICAS INC.
By:
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Title:
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GOVERNMENT MONEY MARKET FUND
A Fund of HSBC Funds Trust
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
May 1, 1998
HSBC Asset Management Americas Inc.
▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Amended and Restated Advisory Contract Supplement
-------------------------------------------------
Dear Sirs:
This will confirm the agreement between HSBC Funds Trust (the
"Trust") and HSBC Asset Management Americas Inc. (the "Adviser") as follows:
The Government Money Market Fund (the "Fund") is a series
portfolio of the Trust which has been organized as a business trust under the
laws of the Commonwealth of Massachusetts and is an open-end management
investment company. The Trust and the Adviser have entered into an Amended and
Restated Master Advisory Contract, dated May 1, 1998 (as from time to time
amended and supplemented, the "Master Advisory Contract"), pursuant to which the
Adviser has undertaken to provide or make provision for the Trust for the
certain investment advisory and management services identified therein and to
provide certain other services, as more fully set forth therein. Certain
capitalized terms used without definition in this Advisory Contract Supplement
have the meaning specified in the Master Advisory Contract.
The Trust agrees with the Adviser as follows:
1. Adoption of Master Advisory Contract. The Master Advisory
------------------------------------
Contract is hereby adopted for the Fund. The Fund shall be one of the "Funds"
referred to in the Master Advisory Contract; and its shares shall be a "Series"
of shares as referred to therein.
2. Payment of Fees. For all services to be rendered,
---------------
facilities furnished and expenses paid or assumed by the Adviser as provided in
the Master Advisory Contract and herein, the Fund shall pay a monthly fee on the
first business day of each month, based upon the
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average daily value (as determined on each business day at the time set forth in
the Prospectus for determining net asset value per share) of the net assets of
the Fund during the preceding month, at the following annual rates:
Portion of average daily value
of net assets of the Fund Fee Rate
------------------------------ --------
Not exceeding $500 million................................... 0.350%
In excess of $500 million but
not exceeding $1 billion.................................. 0.315%
In excess of $1 billion but
not exceeding $1.5 billion................................ 0.280%
In excess of $1.5 billion.................................... 0.245%
If the foregoing correctly sets forth the agreement between
the Trust and the Adviser, please so indicate by signing and returning to the
Trust the enclosed copy hereof.
Very truly yours,
GOVERNMENT MONEY MARKET FUND,
A FUND OF HSBC FUNDS TRUST
By:
---------------------------------
Title:
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The foregoing Contract is hereby
agreed to as of the date hereof:
HSBC ASSET MANAGEMENT AMERICAS INC.
By:
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Title:
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U.S. TREASURY MONEY MARKET FUND
A Fund of HSBC Funds Trust
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
May 1, 1998
HSBC Asset Management Americas Inc.
▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Amended and Restated Advisory Contract Supplement
-------------------------------------------------
Dear Sirs:
This will confirm the agreement between HSBC Funds Trust (the
"Trust") and HSBC Asset Management Americas Inc. (the "Adviser") as follows:
The U.S. Treasury Money Market Fund (the "Fund") is a series
portfolio of the Trust which has been organized as a business trust under the
laws of the Commonwealth of Massachusetts and is an open-end management
investment company. The Trust and the Adviser have entered into an Amended and
Restated Master Advisory Contract, dated May 1, 1998 (as from time to time
amended and supplemented, the "Master Advisory Contract"), pursuant to which the
Adviser has undertaken to provide or make provision for the Trust for the
certain investment advisory and management services identified therein and to
provide certain other services, as more fully set forth therein. Certain
capitalized terms used without definition in this Advisory Contract Supplement
have the meaning specified in the Master Advisory Contract.
The Trust agrees with the Adviser as follows:
1. Adoption of Master Advisory Contract. The Master Advisory
------------------------------------
Contract is hereby adopted for the Fund. The Fund shall be one of the "Funds"
referred to in the Master Advisory Contract; and its shares shall be a "Series"
of shares as referred to therein.
2. Payment of Fees. For all services to be rendered,
---------------
facilities furnished and expenses paid or assumed by the Adviser as provided in
the Master Advisory Contract and herein, the Fund shall pay a monthly fee on the
first business day of each month, based upon the average daily value (as
determined on each business day at the time set forth in the Prospectus
-12-
for determining net asset value per share) of the net assets of the Fund during
the preceding month, at the following annual rates:
Portion of average daily value
of net assets of the Fund Fee Rate
------------------------------ --------
Not exceeding $500 million................................. 0.350%
In excess of $500 million but
not exceeding $1 billion................................ 0.315%
In excess of $1 billion but
not exceeding $1.5 billion.............................. 0.280%
In excess of $1.5 billion.................................. 0.245%
If the foregoing correctly sets forth the agreement between
the Trust and the Adviser, please so indicate by signing and returning to the
Trust the enclosed copy hereof.
Very truly yours,
U.S. TREASURY MONEY MARKET FUND,
A FUND OF HSBC FUNDS TRUST
By:
--------------------------------
Title:
----------------------
The foregoing Contract is hereby
agreed to as of the date hereof:
HSBC ASSET MANAGEMENT AMERICAS INC.
By:
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Title:
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