EXPENSE LIMITATION AGREEMENT
HSBC INVESTOR FUNDS
HSBC High Income Fund
EXPENSE LIMITATION AGREEMENT, effective as of September [1], 2005 by and
between HSBC Invesments (USA) Inc. (the "Investment Manager") and the HSBC
Investor Funds (the "Trust"), on behalf of the HSBC Investor High Income Fund
(the "Fund,").
WHEREAS, the Trust is a Massachusetts Business Trust, and is registered
under the Investment Company Act of 1940, as amended (the "1940 Act"), as an
open-end management company of the series type, and the Fund is a series of the
Trust; and
WHEREAS, the Trust and the Investment Manager have entered into an
Investment Management Agreement (the "Management Agreements"), pursuant to which
the Investment Manager provides investment management services to the Fund for
compensation based on the value of the average daily net assets of the Fund; and
WHEREAS, the Trust and the Investment Manager have determined that it is
appropriate and in the best interests of the Fund and its shareholders to
maintain the expenses of the Fund at a level below the level to which the Fund
may normally be subject;
NOW THEREFORE, the parties hereto agree as follows:
1. Expense Limitation.
1.1. Applicable Expense Limit. To the extent that the ordinary
operating expenses incurred by a Fund in any fiscal year, including but not
limited to investment management fees of the Investment Manager and amounts
payable pursuant to a plan adopted in accordance with Rule 12b-1 under the 1940
Act ("Fund Operating Expenses"), but excluding interest, taxes, brokerage
commissions, extraordinary expenses such as litigation, and other expenses not
incurred in the ordinary course of such Fund's business, exceed the Operating
Expense Limit, as defined in Section 1.2 below, such excess amount (the "Excess
Amount") shall be the liability of the Investment Manager.
1.2. Operating Expense Limit. The maximum Operating Expense Limit in
any year with respect to the Fund shall be the amount specified in Schedule A
based on a percentage of the average daily net assets of the Fund.
1.3. Duration of Operating Expense Limit. The Operating Expense Limit
with respect to the Fund shall remain in effect until the date specified for
that Fund on Schedule B. The Investment Manager may extend, but may not during
the term of this Agreement shorten, the duration of the Operating Expense Limit
for the Fund without the consent of the Trust by delivering a revised Schedule B
to the Trust reflecting such extension. Such an extension must continue at the
same Operating Expense Limit amount specified on Schedule A.
1.4. Method of Computation. To determine the Investment Manager's
obligation with respect to the Excess Amount, the day the Fund Operating
Expenses for the Fund shall be estimated and accrued.
The day, the Fund shall also calculate a year-to-date Operating Expense Limit
Amount, based on the Fund's year to date average net assets and its Annual
Expense Limit. If the total year to date expenses exceed the year to date
Operating Expense Limit Amount, the Fund shall record a receivable from the
Investment Manager in an amount equal to the year to date Excess Amount less any
such receivables previously recorded for the fiscal period. Shortly after the
end of each month, the Fund shall deliver to the Investment Manager a statement
indicating the Excess Amount owed to the Fund for the month and the Investment
Manager will remit to the Fund an amount that, together with any waived or
reduced investment management fee, is sufficient to pay that monthly Excess
Amount.
1.5. Year-End Adjustment. If necessary, on or before the last day of
the first month of each fiscal year, an adjustment payment shall be made by the
appropriate party in order that the amount of the investment management fees
waived or reduced and other payments remitted by the Investment Manager to the
Fund or Funds with respect to the previous fiscal year shall equal the Excess
Amount.
2. Reimbursement of Fee Waivers and Expense Reimbursements.
2.1. Reimbursement. If on any day during which the Management Agreement
is in effect, the estimated annualized Fund Operating Expenses of such Fund for
that day are less than the Operating Expense Limit, the Investment Manager shall
be entitled to reimbursement by the Fund of the investment management fees
waived or reduced and other payments remitted by the Investment Manager to such
Fund pursuant to Section 1 hereof (the "Reimbursement Amount") during any of the
previous thirty-six (36) months, to the extent that the Fund's annualized
Operating Expenses plus the amount so reimbursed equals, for such day, the
Operating Expense Limit provided in Schedule A, provided that such amount paid
to the Investment Manager will in no event exceed the total Reimbursement Amount
and will not include any amounts previously reimbursed.
2.2. Year-End Adjustment. If necessary, on or before the last day of
the first month of each fiscal year, an adjustment payment shall be made by the
appropriate party in order that the actual Fund Operating Expenses of the Fund
for the prior fiscal year (including any reimbursement payments hereunder with
respect to such fiscal year) do not exceed the Operating Expense Limit.
3. Term and Termination of Agreement.
This Agreement shall terminate upon termination of the Investment
Management Agreement, or it may be terminated by either party hereto, without
payment of any penalty, upon ninety (90) days' prior written notice to the other
party at its principal place of business.
4. Miscellaneous.
4.1. Captions. The captions in this Agreement are included for
convenience of reference only and in no other way define or delineate any of the
provisions hereof or otherwise affect their construction or effect.
4.2. Interpretation. Nothing herein contained shall be deemed to
require the Company or the Funds to take any action contrary to the Company's
Declaration of Trust or By-Laws, or any applicable statutory or regulatory
requirement to which it is subject or by which it is bound, or to relieve or
deprive the Company's Board of Trustees of its responsibility for and control of
the conduct of the affairs of the Company or the Funds.
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4.3. Definitions. Any question of interpretation of any term or
provision of this Agreement, including but not limited to the investment
management fee, the computations of net asset values, and the allocation of
expenses, having a counterpart in or otherwise derived from the terms and
provisions of the Management Agreement or the 1940 Act, shall have the same
meaning as and be resolved by reference to such Management Agreement or the 1940
Act.
IN WITNESS WHEREOF, the parties have caused this Agreement to be signed
by their respective officers thereunto duly authorized and their respective
corporate seals to be hereunto affixed, as of the day and year first above
written.
HSBC INVESTOR FUNDS
ON BEHALF OF
HSBC INVESTOR HIGH INCOME FUND
By: ___________________________________
Name:
Title:
HSBC INVESTMENTS (USA) INC.
By: ___________________________________
Name:
Title:
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SCHEDULE A
OPERATING EXPENSE LIMITS
This Agreement relates to the following Fund of the Trust:
Maximum Operating
Expense Limit
(as a percentage of
Name of Fund average net assets)
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HSBC Investor High Income Fund Class A Shares: 1.00%
Class B Shares: 1.75%
Class C Shares: 1.75%
Class Y Shares: 0.75%
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SCHEDULE B
DURATION OF OPERATING EXPENSE LIMITS
The duration of Operating Expense Limit shall be as follows:
Date on Which
Operating Expense
Name of Fund Limit Terminates
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HSBC Investor Bond Fund [March 1, 2007]
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