Exhibit (d)(9)
FEE WAVIVER AGREEMENT
HSBC Investor Growth and Income Fund
HSBC Investor Mid-Cap Fund
FEE WAIVER AGREEMENT, effective as of February 28, 2006 by and
between HSBC Investment (USA) Inc. (the "Investment Manager" and the HSBC
Investor Funds (the "Trust), on behalf of each of the HSBC Investor Growth and
Income Fund HSBC Investor Mid-Cap Fund (each a fund "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-ended management company of the series type, and each Fund is
a series of the Trust; and
WHERAS, the Trust and the Investment Manager have entered into an
Investment Management Agreement (the "Management Agreement"), pursuant to which
the Investment Manger provides investment management services to each Fund for
compensation based on the value of the average daily net assets of each such
Fund; and
WHERAS, the trust and the Investment Manager have determined that is
appropriate 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 as fellows:
1. Fee Waiver
1.1 Applicable Fee Waiver. The Management fee charged by the
Investment will be reduced by 0.05% for each Fund
1.2 Duration of Fee Waiver. The Fee Waiver with respect to each
Fund shall remain in effect until March 7, 2007. 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 time 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 t its principal place of business.
3. Miscellaneous.
3.1 Captions. The captions in the 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 of 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 questions 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 of the 1940 Act, shall have
the same meaning as and be resolved by reference to such Management Agreement of
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 GROWTH AND INCOME AND
HSBC INVESTOR MID-CAP FUND
By: /s/ Xxxxxxx X. Xxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxx
Title: President
HSBC INVESTMENT (USA) INC.
By: /s/ Xxxxxxx X. Xxxxx
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Name: Xxxxxxx X. Xxxxx
Title: Chief Executive Officer
