Exhibit (d)(12)
HSBC INVESTOR FUNDS
HSBC INVESTOR GLOBAL EMERGING MARKETS FIXED INCOME FUND
HSBC INVESTOR GLOBAL FIXED INCOME FUND (U.S. DOLLAR HEDGED)
HSBC INVESTOR GLOBAL FIXED INCOME FUND
SUB-ADVISORY AGREEMENT
AGREEMENT, amended and restated as of December 5, 2006, between Halbis Capital
Management (USA) Inc. (the "Sub-adviser") and HSBC Investments (USA) Inc. (the
"Manager"), to become effective as of February 28, 2007.
WHEREAS, the Manager has been retained by HSBC Investor Funds, a Massachusetts
business trust (the "Trust") registered as an open-end diversified investment
management company under the Investment Company Act of 1940, as amended (the
"1940 Act"), to provide investment advisory services to each of the HSBC
Investor Global Emerging Markets Fixed Income Fund, HSBC Investor Global Fixed
Income Fund (U.S. Dollar Hedged) and HSBC Investor Global Fixed Income Fund (the
"Funds") pursuant to an Investment Advisory Contract dated June 30, 2000 and
amended and restated December 10, 2001, and an Investment Advisory Contract
Supplement amended and restated December 5, 2006 (together, the "Advisory
Agreement");
WHEREAS, the Trust's Board of Trustees, including a majority of the Trustees who
are not parties to this Agreement or "interested persons," as defined in the
1940 Act, of any party to this Agreement, have approved the appointment of the
Sub-adviser to perform certain investment advisory services for the Funds
pursuant to this Sub-advisory Agreement and the Sub-adviser is willing to
perform such services for the Funds;
WHEREAS, the Sub-adviser is registered or exempt from registration as an
investment adviser under the Investment Advisers Act of 1940, as amended
("Advisers Act");
NOW THEREFORE, in consideration of the promises and mutual covenants herein
contained, it is agreed between the Manager and the Sub-adviser as follows:
1. APPOINTMENT. The Manager hereby appoints the Sub-adviser to perform
advisory services to the Funds for the periods and on the terms set forth in
this Sub-advisory Agreement. The Sub-adviser accepts such appointment and agrees
to furnish the services herein set forth, for the compensation herein provided.
2. INVESTMENT ADVISORY DUTIES. Subject to the supervision of the Board of
Trustees of the Trust and the Manager, the Sub-adviser will, in coordination
with the Manager, (a) provide a program of continuous investment management for
the Funds in accordance with each Fund's investment objectives, policies and
limitations as stated in the Fund's Prospectus and Statement of Additional
Information included as part of the Trust's Registration Statement on behalf of
the Funds filed with the Securities and Exchange Commission, as they may be
amended from time to
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Exhibit (d)(12)
time, copies of which shall be provided to the Sub-adviser by the Manager; (b)
make investment decisions for the Funds; and (c) place orders to purchase and
sell securities for the Funds. In particular, the Sub-adviser will be
responsible for the purchase and sale of securities and for all yield
enhancement strategies used in managing the Funds.
In performing its investment management services to the Funds hereunder,
the Sub-adviser will provide the Funds with ongoing investment guidance and
policy direction. The Sub-adviser will determine the securities, instruments,
repurchase agreements, options and other investments and techniques that the
Funds will purchase, sell, enter into or use, and will provide an ongoing
evaluation of the Funds. The Sub-adviser will determine what portion of each
Fund shall be invested in securities and other assets.
The Sub-adviser further agrees that, in performing its duties hereunder,
it will:
a. comply with the 1940 Act and all rules and regulations
thereunder, the Advisers Act, applicable sections of the Internal Revenue Code
of 1986, as amended (the "Code"), and all other applicable federal and state
laws and regulations, and with any applicable procedures adopted by the
Trustees;
b. manage the Funds so that each Fund will qualify, and continue to
qualify (except where extraordinary circumstances dictate otherwise), as a
regulated investment company under Subchapter M of the Code and regulations
issued thereunder;
c. place orders pursuant to its investment determinations for the
Funds directly with the issuer, or with any broker or dealer the Sub-adviser may
choose, in accordance with applicable policies expressed in each Fund's
Prospectus and/or Statement of Additional Information and in accordance with
applicable legal requirements;
x. xxxxxxx to the Trust whatever statistical information the Trust
may reasonably request in writing with respect to each Fund's assets or
contemplated investments. In addition, the Sub-adviser will keep the Trust and
the Trustees informed of developments materially affecting the Funds and shall,
on the Sub-adviser's own initiative, furnish to the Trust from time to time
whatever information the Sub-adviser believes appropriate for this purpose;
e. make available to the Manager and the Trust, promptly upon their
written request, such copies of its investment records and ledgers with respect
to the Funds as may be required to assist the Manager and the Trust in their
compliance with applicable laws and regulations. The Sub-adviser will furnish
the Trustees with such available data regarding the Funds, as may be mutually
agreed upon from time to time;
f. promptly notify the Manager and the Trust in the event that the
Sub-adviser or any of its affiliates: (1) becomes aware that it is subject to a
statutory disqualification that prevents the Sub-adviser from serving as an
investment adviser pursuant to this Sub-advisory Agreement; or (2) becomes aware
that it is the subject of an administrative proceeding or enforcement action by
the SEC or other regulatory authority. The Sub-adviser further agrees
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Exhibit (d)(12)
to notify the Trust and the Manager promptly if any statement regarding the
Sub-adviser contained in the Trust's Registration Statement with respect to the
Funds, or any amendment or supplement thereto, becomes untrue or incomplete in
any material respect.
In performing its duties under this Agreement, the Sub-adviser shall
manage and invest each Fund's assets in accordance with each Fund's investment
objectives, policies and restrictions as well as applicable federal and state
securities laws, based upon instructions as may be provided to the Sub-adviser
by the Manager, the Funds' administrator, accountant, custodian or other agent
designated by the Manager as responsible for testing compliance of the Funds
(the "Compliance Agent"). The Sub-adviser further agrees to manage and invest
each Fund's assets in accordance with instructions as may be provided to the
Sub-adviser from time to time by the Manager or the Compliance Agent in an
effort to ensure that the Funds meet and maintain, so long as required by the
Code, the requirements for qualification as a regulated investment company under
Subchapter M of the Code and regulations issued thereunder.
In fulfilling its obligations under this Agreement, the Sub-adviser shall
be entitled to reasonably rely on and act in accordance with instructions
provided by the Manager or Compliance Agent.
3. ALLOCATION OF CHARGES AND EXPENSES. Except as otherwise specifically
provided in this Section 3, the Sub-adviser shall pay the compensation and
expenses of all its directors, partners, officers and employees, if any, who
serve as officers and executive employees of the Trust (including the Funds'
share of payroll taxes), and the Sub-adviser shall make available, without
expense to the Funds, the service of its directors, partners, officers and
employees, if any, who may be duly elected officers of the Trust, subject to
their individual consent to serve and to any limitations imposed by law.
The Sub-adviser shall not be required to pay any expenses of the Funds
other than those specifically allocated to the Sub-adviser in this Section 3. In
particular, but without limiting the generality of the foregoing, the
Sub-adviser shall not be responsible for the following expenses of the Funds:
organization and offering expenses of the Funds (including out-of-pocket
expenses); fees payable to any other Fund advisers or consultants; legal
expenses; auditing and accounting expenses; interest expenses; telephone, telex,
facsimile, postage and other communications expenses; taxes and governmental
fees; dues and expenses incurred by or with respect to the Funds in connection
with membership in investment company trade organizations; cost of insurance
relating to fidelity coverage for the Trust's officers and employees; fees and
expenses of any custodian, subcustodian, transfer agent, registrar, or dividend
disbursing agent of the Funds; payments for maintaining the Funds' financial
books and records and calculating the daily net asset value of the Funds'
shares; other payments for portfolio pricing or valuation services to pricing
agents, accountants, bankers and other specialists, if any; expenses relating to
investor and public relations; expenses of registering and qualifying shares of
the Funds for sale (if any); freight, insurance and other charges in connection
with the shipment of the portfolio securities of the Funds; brokerage
commissions or other costs of acquiring or disposing of any portfolio securities
or other assets of the Funds, or of entering into other transactions or engaging
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Exhibit (d)(12)
in any investment practices with respect to the Funds; expenses of printing and
distributing prospectuses, Statements of Additional Information, reports,
notices and dividends to stockholders; costs of stationery; litigation expenses;
costs of stockholders' and other meetings; the compensation and all expenses
(specifically including travel expenses relating to the Funds' business) of
officers, trustees and employees of the Trust who are not interested persons of
the Sub-adviser; and travel expenses (or an appropriate portion thereof) of
officers or trustees of the Trust who are officers, directors or employees of
the Sub-adviser to the extent that such expenses relate to attendance at
meetings of the Board of Trustees of the Trust or any committees thereof or
advisers thereto.
4. COMPENSATION. As compensation for the services provided and expenses
assumed by the Sub-adviser under this Agreement, the Manager will pay the
Sub-adviser, with regard to each Fund, within 21 calendar days after the end of
each calendar quarter an advisory fee computed daily based on the basis of each
Fund's average daily net assets at an annual rate of 0.20%. The "average daily
net assets" of a Fund shall mean the average of the values attributed to that
Fund's net assets as of 4:00 p.m. (New York time) on each day on which the net
asset value of the Fund is determined consistent with the provisions of Rule
22c-1 under the 1940 Act or, if the Fund lawfully determines the value of its
net assets as of some other time on each business day, as of such other time.
The value of net assets of a Fund shall always be determined pursuant to the
applicable provisions of the Trust's Declaration of Trust, as amended, and
Registration Statement. If, pursuant to such provisions, the determination of
net asset value is suspended for any particular business day, then for the
purposes of this Section 4, the value of the net assets of a Fund as last
determined shall be deemed to be the value of its net assets as of the close of
regular trading on the New York Stock Exchange, or as of such other time as the
value of the net assets of the Fund's portfolio may lawfully be determined, on
that day. If the determination of the net asset value of the shares of a Fund
has been so suspended for a period including any quarter end when the
Sub-adviser's compensation is payable pursuant to this Section, then the
Sub-adviser's compensation payable at the end of such quarter shall be computed
on the basis of the value of the net assets of that Fund as last determined
(whether during or prior to such quarter). If a Fund determines the value of the
net assets of its portfolio more than once on any day, then the last such
determination thereof on that day shall be deemed to be the sole determination
thereof on that day for the purposes of this Section 4. In the event that this
Agreement is terminated pursuant to Section 10 hereof, the Sub-adviser shall be
entitled to a PRO RATA portion of the fee under this Section 4 through and
including the date upon which the Agreement is terminated and the Sub-adviser
ceases to provide investment advisory services to a Fund hereunder.
5. BOOKS AND RECORDS. The Sub-adviser agrees to maintain such books and
records with respect to its services to the Funds as are required by Section 31
under the 1940 Act, and rules adopted thereunder, and by other applicable legal
provisions, including the Investment Advisers Act of 1940 and the Securities and
Exchange Act of 1934, and to preserve such records for the periods and in the
manner required by that Section, and those rules and legal provisions. The
Manager shall maintain all books and other records not related to the Funds'
transactions. The Sub-adviser also agrees that records it maintains and
preserves pursuant to Rules 31a-1 and
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Exhibit (d)(12)
Rule 31a-2 under the 1940 Act and otherwise in connection with its services
hereunder are the joint property of the Funds and the Sub-adviser and a copy
will be provided promptly to the Funds upon their written request. The
Sub-adviser further agrees that it will furnish to regulatory authorities having
the requisite authority any information or reports in connection with its
services hereunder which may be requested in order to determine whether the
operations of the Funds are being conducted in accordance with applicable laws
and regulations.
6. STANDARD OF CARE AND LIMITATION OF LIABILITY. The Sub-adviser shall
exercise its best judgment in rendering the services provided by it under this
Sub-advisory Agreement. The Sub-adviser shall not be liable for any error of
judgment or mistake of law or for any loss suffered by the Funds or the holders
of the Funds' shares in connection with the matters to which this Sub-advisory
Agreement relate, provided that nothing in this Sub-advisory Agreement shall be
deemed to protect or purport to protect the Sub-adviser against any liability to
the Funds or to holders of the Funds' shares to which the Sub-adviser would
otherwise be subject by reason of willful misfeasance, bad faith or gross
negligence on its part in the performance of its duties or by reason of the
Sub-adviser's reckless disregard of its obligations and duties under this
Sub-advisory Agreement. As used in this Section 6, the term "Sub-adviser" shall
include any officers, directors, partners, employees, agents or other affiliates
of the Sub-adviser performing services for the Funds.
7. INDEMNIFICATION.
a. The Sub-adviser hereby agrees to indemnify and hold harmless the
Manager from any controversies, claims, suits, losses, liabilities, judgments,
awards or settlements, and costs or expenses, including reasonable legal fees,
directly or proximately caused by, the investment decisions rendered by the
Sub-adviser in bad faith in a grossly negligent manner inconsistent with the
Funds' stated investment objectives, guidelines and restrictions, any
intentional failure of the Sub-adviser to fulfill any of its other obligations
under this Sub-advisory Agreement, any willful omission to disclose material
facts, by the Sub-adviser to the Funds or the Manager or any willful violation
of applicable law by the Sub-adviser. The Sub-adviser also agrees to indemnify
and hold harmless the Manager with respect to any reasonable losses incurred as
the result of grossly negligent errors made by the Sub-adviser in transmitting
orders to any broker for execution.
b. The Manager hereby agrees to indemnify and hold harmless the
Sub-adviser from any controversies, claims, suits, losses, liabilities,
judgments, awards or settlements, and costs or expenses, including reasonable
legal fees, caused by, or in any related to, its failure to fulfill any of its
obligations under this Sub-advisory Agreement, any willful omission to disclose
material facts by the Manager or any willful violation of applicable law by the
Manager.
c. If any party seeks indemnification under this Agreement (an
"indemnified party"), it shall notify the other party (the "indemnifying party")
in writing of the assertion of any third party claim or action and shall deliver
all copies of materials received in connection with the matter to the
indemnifying party. The indemnifying party shall have the right to control the
defense of any such claim or action with counsel of its own choosing, and the
indemnified
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Exhibit (d)(12)
party shall cooperate fully with the indemnifying party in the defense or
settlement of any matter that is covered by paragraphs (a) or (b) above, subject
to reimbursement by the indemnifying party for expenses incurred by the
indemnified party in connection with the indemnifying party's participation in
the defense.
8. SERVICES NOT EXCLUSIVE. It is understood that the services of the
Sub-adviser are not exclusive, and that nothing in this Sub-advisory Agreement
shall prevent the Sub-adviser from providing similar services to other
individuals, institutions or investment companies (whether or not their
investment objectives and policies are similar to those of the Funds) or from
engaging in other activities, provided such other services and activities do
not, during the term of this Sub-advisory Agreement, interfere in a material
manner with the Sub-adviser's ability to meet its obligations to the Trust and
the Funds hereunder. When the Sub-adviser recommends the purchase or sale of a
security for other investment companies and other clients, and at the same time
the Sub-adviser recommends the purchase or sale of the same security for the
Funds, the Sub-adviser may, but shall not be obligated to, aggregate the orders
for securities to be purchased or sold. It is understood that in light of its
fiduciary duty to the Funds, such transactions will be executed on a basis that
is fair and equitable to the Funds. In connection with purchases or sales of
portfolio securities for the account of the Funds, neither the Sub-adviser nor
any of its directors, partners, officers or employees shall act as a principal
or agent or receive any commission.
9. DOCUMENTATION. The Manager shall provide the Sub-adviser with the
following documents:
a. the Trust's registration statement relating to the Funds, and any
amendments thereto;
b. the current Declaration of Trust and By-laws (and any amendments
thereto) of the Trust;
c. resolutions of the Board of Trustees of the Trust authorizing the
appointment of the Sub-adviser to serve as Sub-adviser and approving this
Sub-advisory Agreement;
d. the Trust's Notification of Registration on Form N-8A; and
e. all procedures, policies or other documentation relating to the
Sub-adviser's activities under this Sub-advisory Agreement.
10. DURATION AND TERMINATION. This Sub-advisory Agreement shall continue
for an initial term until December 31, 2007, unless sooner terminated as
provided herein, and shall continue in effect thereafter, but 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 the Fund (as defined in the
1940 Act) or by the Board of Trustees and (b) by the vote, cast in person at a
meeting called for that purpose, of a majority of the members of the Board of
Trustees who are not parties
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Exhibit (d)(12)
to this Contract or "interested persons" (as defined in the 1940 Act) of any
such party. Notwithstanding the foregoing, this Sub-advisory Agreement may be
terminated: (a) at any time without penalty upon thirty (30) days' written
notice to the Sub-adviser by a Fund upon the vote of a majority of the Trustees
or upon the vote of a majority of that Fund's outstanding voting securities, (b)
at any time without penalty upon thirty (30) days' written notice to the
Sub-adviser by the Manager, or (c) by the Sub-adviser upon thirty (30) days'
written notice to the Trust or the Manager. Anything to the contrary herein
notwithstanding, any termination carried out pursuant to this Section 10 shall
be without penalty and, further, the compensation schedule set forth in Section
4 hereof shall apply to the service of the Sub-adviser beyond the end of the
notice period provided in this Section 10. This Sub-advisory Agreement will also
terminate automatically in the event of its assignment (as defined in the 1940
Act) or the assignment or termination of the Advisory Agreement. For purposes of
this Section 10 and generally for purposes of this Sub-advisory Agreement, this
Sub-Advisory Agreement shall be construed to pertain separately to each of the
Funds as if set forth in separate agreements for each Fund.
11. AMENDMENTS. No provision of this Sub-advisory Agreement may be
changed, waived, discharged or terminated orally, unless by an instrument in
writing signed by both parties, and no amendment of this Sub-advisory Agreement
shall be effective until approved by an affirmative vote of (i) a majority of
the outstanding voting securities of the Funds, and (ii) a majority of the
Trustees of the Funds, including a majority of Trustees who are not interested
persons of any party to this Sub-advisory Agreement, cast in person at a meeting
called for the purpose of voting on such approval, if such approval is required
by applicable law.
12. NOTICES. Any notice or other communication required or permitted to be
given hereunder shall be given in writing and mailed, faxed or delivered to the
other party at its address as follows:
IF TO THE MANAGER:
HSBC Investments (USA) Inc.
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxx Xxxxxxxx, Senior Vice President
IF TO THE SUB-ADVISER:
Halbis Capital Management (USA) Inc.
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxx Xxxxxxxxx, Chief Executive Officer
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Exhibit (d)(12)
Any party may specify a different or additional address for notice by sending a
written notice to the other at the address above, or at that or those last given
hereunder.
13. MISCELLANEOUS.
a. This Sub-advisory Agreement shall be governed by the laws of the
State of New York, provided that nothing herein shall be construed in a manner
inconsistent with the 1940 Act, the Advisers Act, or rules or orders of the SEC
thereunder.
b. The captions of this Sub-advisory Agreement are included for
convenience only and in no way define or limit any of the provisions hereof or
otherwise affect their construction or effect.
c. If any provision of this Sub-advisory Agreement shall be held or
made invalid by a court decision, statute, rule or otherwise, the remainder of
this Sub-advisory Agreement shall not be affected hereby and, to this extent,
the provisions of this Sub-advisory Agreement shall be deemed to be severable.
d. Nothing herein shall be construed as constituting the
Sub-adviser, or any of its directors, officers or employees, an agent of the
Manager or the Funds, nor the Manager, or any of its directors, officers or
employees, an agent of the Sub-adviser.
e. This Sub-advisory Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original, but counterparts
shall, together, constitute only one Sub-advisory Agreement.
f. Intentionally Omitted.
g. The Manager hereby acknowledges that it has received and read a
copy of the Sub-adviser's current Form ADV, Part II.
h. The Sub-adviser shall vote such stock and other securities
possessing "voting" rights which are part of the portion of the Funds managed by
the Sub-adviser, personally or by proxy, consistent with the Sub-adviser's proxy
voting guidelines and processing standards.
i. The Sub-adviser shall not be responsible for voting any proxies
relating to securities held in the Funds which proxies have a record date which
is prior to the date of the Sub-advisory Agreement or on or after the date of
any termination of this Sub-advisory Agreement.
j. The Manager acknowledges and agrees that the Sub-adviser shall
have no responsibility for filing claims on behalf of the Manager with respect
to any class action, bankruptcy proceeding or any other action or proceeding in
which the Manager or the Funds may be entitled to participate as a result of the
Funds' securities holdings. The Sub-adviser's
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Exhibit (d)(12)
responsibility, with respect thereto, shall be limited to cooperating with the
custodian of the assets in making such filings.
It is hereby understood and agreed that the Sub-adviser shall not be
liable or responsible for any loss incurred in connection with recommendations
or investments made by the Sub-adviser or other actions taken by the Sub-adviser
with respect to managed assets prior to the termination of this Agreement,
provided such actions were taken by the Sub-adviser in accordance with this
Agreement. The Manager understands and agrees that financial investments carry
substantial risk and Sub-adviser cannot predict or guarantee any particular
results. The Sub-adviser shall not be liable or responsible for any loss
incurred in connection with any act or omission of the client, administrators,
custodian, or any broker-dealer or other third party.
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Exhibit (d)(12)
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their respective officers designated below.
HALBIS CAPITAL MANAGEMENT (USA) INC.
By /s/ Xxxx Xxxxxxxxx
------------------------------------
Name: Xxxx Xxxxxxxxx
Title: Chief Executive Officer
HSBC INVESTMENTS (USA) INC.
By /s/ Xxxxxxx Xxxxxxxx
------------------------------------
Name: Xxxxxxx Xxxxxxxx
Title: Senior Vice President
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