AMENDMENT TO OMNIBUS FEE AGREEMENT
THIS AMENDMENT (the "Amendment") is effective as of July 1, 2005, by and
between BISYS FUND SERVICES OHIO, INC. ("BISYS Ohio"), an Ohio corporation,
BISYS FUND SERVICES (CAYMAN) LIMITED ("BISYS Cayman") and each other entity that
has executed this Agreement, as listed on the signature page hereto (each, the
"Company"), to that certain Omnibus Fee Agreement between BISYS Ohio, BISYS
Cayman and each Company effective as of April 1, 2003 (as amended, the
"Agreement").
WHEREAS, the parties desire to modify certain fees payable under the
Agreement.
NOW, THEREFORE, in consideration of the mutual premises and covenants
herein set forth, the parties agree as follows:
1. Change in Party. Section 2(a) of the Agreement is amended by changing
each reference therein to "BISYS Fund Services Limited Partnership" and "BISYS
LP" to "BISYS Ohio."
2. Administrative Fees.
(a) U.S. Companies. The "Base Fee" under the heading "Administrative" in
Section 2(a) of the Agreement no longer applies to the U.S. Companies, as the
fees for BISYS' provision of administrative services for the U.S. Companies are
now set forth in a separate agreement between BISYS and the U.S. Companies'
investment adviser. For the sake of clarity, the "Legal Services Fee" under the
heading "Administrative" in Section 2(a) of the Agreement is unchanged.
(b) Cayman Companies. With respect to the Cayman Companies, the "Base Fee"
under the heading "Administrative" in Section 2(a) of the Agreement is amended
and restated as follows:
On incremental net assets of Basis points
----------------------------- ------------
$0 - $8 billion 5.5
> $8 billion - $9.25 billion 5.0
> $9.25 billion - $12 billion 3.0
> $12 billion 1.0
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3. Closed Account Fee. Section 2(b) of the Agreement is hereby amended by
adding the following text to the end of such section:
"The Annual Per Shareholder Fee set forth above will be charged on all
open accounts within each Fund. An Annual Closed Account Fee of $2 per
closed account will be charged on all closed accounts within each
Fund.
For purposed of determining the applicable fee, the following
categories constitute an open account on the BISYS system, measured
each month: open account with a balance, open account with a zero
balance, open account with a negative balance, and closed account with
any activity. Closed accounts with no activity in a month are
considered a closed account for billing purposes."
4. Miscellaneous.
(a) The provisions set forth in this Amendment supersede, as of the date
hereof, all prior negotiations, understandings and agreements bearing upon the
subject matter covered herein, including any conflicting provisions of the
Agreement.
(b) Except as expressly provided in this Amendment, the provisions of the
Agreement remain unchanged and in full force and effect. No amendment or
modification to this Amendment shall be valid unless made in writing and
executed by both parties hereto.
(c) Paragraph headings in this Amendment are included for convenience only
and are not to be used to construe or interpret this Amendment.
(d) This Amendment may be executed in counterparts, each of which shall be
an original but all of which, taken together, shall constitute one and the same
agreement.
* * * * *
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed effective as of the day and year first written above.
CAYMAN COMPANIES:
Signed by the authorized representative Signed by the authorized representative
of HSBC INVESTOR INTERNATIONAL EQUITY of HSBC INVESTOR FIXED INCOME FUND,
FUND, LTD. LTD.
By: By:
------------------------------------ -----------------------------------
Name: Name:
Title: Title:
Signed by the authorized representative Signed by the authorized representative
of HSBC INVESTOR SMALL CAP EQUITY FUND, of HSBC INVESTOR LIMITED MATURITY FUND,
LTD. LTD.
By: By:
------------------------------------ -----------------------------------
Name: Name:
Title: Title:
Signed by the authorized representative Signed by the authorized representative
of HSBC LARGE CAP GROWTH EQUITY FUND, of HSBC INVESTOR LARGE CAP VALUE EQUITY
LTD. FUND, LTD.
By: By:
------------------------------------ -----------------------------------
Name: Name:
Title: Title:
Signed by the authorized representative
of HSBC INTERNATIONAL FIXED INCOME FUND,
LTD.
By:
------------------------------------
Name:
Title:
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U.S. COMPANIES:
HSBC INVESTOR PORTFOLIOS
By:
------------------------------------
Name:
Title:
HSBC ADVISOR FUNDS TRUST HSBC INVESTOR FUNDS TRUST
By: By:
------------------------------------ ------------------------------------
Name: Name:
Title: Title:
BISYS COMPANIES:
BISYS FUND SERVICES (CAYMAN) LTD. BISYS FUND SERVICES OHIO, INC.
By: By:
------------------------------------ ------------------------------------
Name: Name: ▇▇▇▇ ▇▇▇▇▇▇▇
Title: Title: President
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