Exhibit 99.(d)(10)
FEE WAIVER AGREEMENT
HSBC INVESTOR BRIC EQUITY FUND
HSBC INVESTOR CHINA EQUITY FUND
HSBC INVESTOR INDIA EQUITY FUND
FEE WAIVER AGREEMENT, effective as of March __, 2007 by and between
HSBC Investments (USA) Inc. (the "Investment Manager") and the HSBC Investor
Funds (the "Trust"), on behalf of each of the HSBC Investor BRIC Equity Fund,
HSBC Investor China Equity Fund and HSBC Investor India Equity Fund (each a
"Fund," and collectively, the "Funds").
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 each 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 each Fund for
compensation based on the value of the average daily net assets of each such
Fund; and
WHEREAS, the Trust and the Investment Manager have determined that it
is appropriate and in the best interests of each Fund and its shareholders to
maintain the management fee of each Fund below the level to which each Fund may
normally be subject;
NOW THEREFORE, the parties hereto agree as follows:
1. FEE WAIVER.
1.1. APPLICABLE FEE WAIVER. The management fee charged by the
Investment Manager will be reduced by 0.20% for each Fund.
1.2. DURATION OF FEE WAIVER. The Fee Waiver with respect to each Fund
shall remain in effect until March 1, 2009. The Investment Manager may extend,
but may not during the term of this Agreement shorten, the duration of the Fee
Waiver for any Fund without the consent of the Trust by delivering a revised
Agreement to the Trust reflecting such extension. Such an extension must
continue at the same Fee Waiver amount specified under Section 1.1 above.
2. 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.
3. MISCELLANEOUS.
3.1. 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.
3.2. INTERPRETATION. Nothing herein contained shall be deemed to
require the Trust or the Funds to take any action contrary to the Trust'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 Trust's Board of Trustees of its responsibility for and control of
the conduct of the affairs of the Trust or the Funds.
3.3. DEFINITIONS. Any question of interpretation of any term or
provision of this Agreement 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 BRIC EQUITY FUND
HSBC INVESTOR CHINA EQUITY FUND AND
HSBC INVESTOR INDIA EQUITY FUND
By:
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Name:
Title:
HSBC INVESTMENTS (USA) INC.
By:
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Name:
Title:
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