AMENDMENT TO THE Services AGREEMENT

Exhibit (h)(11)

AMENDMENT TO THE

THIS AMENDMENT made as of August 1, 2021 (“Amendment”) to that certain Services Agreement dated as of December 14, 2017 (the “Agreement”), by and between HSBC Global Asset Management (USA) Inc., (the “Client”) and Citi Fund Services Ohio, Inc. (“Service Provider” and, with the Client, referred to herein individually as “Party” and collectively as “Parties”). All capitalized terms used but not defined herein shall have the meaning given to them in the Agreement.

WHEREAS, the Service Provider performs certain sub-administration services for the Client pursuant to the Agreement;

WHEREAS, the Parties wish to amend the Effective Date of the Agreement;

WHEREAS, the Parties now wish to amend the Agreement pursuant to this Amendment to update the Fund names listed on Schedule A;

WHEREAS, the Parties wish to amend the Services Schedule to account for updates related to performance reporting services; and

WHEREAS, the Parties desire to amend the Fee Schedule of the Agreement in order to account for certain fee updates.

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the Parties hereby agree as follows:

Amendment to the Effective Date.

The Effective Date of the Agreement is hereby amended to now read as August 1, 2021.

Amendment to Schedule A (List of Funds).

Schedule A of the Agreement is hereby deleted in its entirety and replaced with the Schedule A attached to the end of this Amendment.

Amendment to Schedule 2 (Services Schedule).

Schedule 2 of the Agreement is hereby deleted in its entirety and replaced with the Schedule 2 attached hereto.

Amendment to Fees (Exhibit A and Attachment 1 to Fee Letter, Fee Schedule).

Exhibit A, including Attachment 1 to Fee Letter, Fee Schedule, of the Agreement is hereby deleted in its entirety and replaced with the Exhibit A, including Attachment 1 to Fee Letter, Fee Schedule attached hereto.

Representations and Warranties.

Each Party represents and warrants to the other that it has full power and authority to enter into and perform this Amendment, that this Amendment has been duly authorized and, when executed and delivered by it, will constitute a legal, valid and binding obligation of it, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties.

The Client represents that it has provided this Amendment to the Board.

Miscellaneous.

This Amendment supplements and amends the Agreement. The provisions set forth in this Amendment supersede all prior negotiations, understandings and agreements bearing upon the subject matter covered herein, including any conflicting provisions of the Agreement or any provisions of the Agreement that directly cover or indirectly bear upon matters covered under this Amendment.

Each reference to the Agreement in the Agreement and in every other agreement, contract or instrument to which the Parties are bound, shall hereafter be construed as a reference to the Agreement as separately amended by this Amendment. Except as provided in this Amendment, the provisions of the Agreement remain in full force and effect. No amendment or modification to this Amendment shall be valid unless made in writing and executed by each Party hereto.

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.

[Remainder of page intentionally left blank. Signatures follow on next page.]

IN WITNESS WHEREOF, the Parties hereto have caused this Amendment to be duly executed all as of the day and year first above written.

HSBC Global Asset Management (USA) Inc.		Citi Fund Services Ohio, Inc.

By:	/s/ Xxxxxxx X. Xxxxxxxxxxxx	By:	/s/ Xxxxxxx Xxxxx

Name:	Xxxxxxx X. Xxxxxxxxxxxx	Name:	Xxxxxxx Xxxxx

Title:	Global Head of Client Operations	Title:	President

Date:	October 20, 2021	Date:	October 27, 2021

SCHEDULE A

List of Funds

HSBC Funds

HSBC U.S. Government Money Market Fund

HSBC U.S. Treasury Money Market Fund

HSBC ESG Prime Money Market Fund

HSBC Opportunity Fund

HSBC Opportunity Fund (Class I)

HSBC Opportunity Portfolio

Schedule 2 to Sub-Administration Services Agreement

Sub-Administration Services

I. Services

Registration Statements, Financial Statements, Proxy Statements and other SEC Filings:

For each Fund, prepare for review and approval of the Client drafts of (i) the annual report to Shareholders and (ii) the semi-annual report. Subject to review and approval by the Client, file the final versions thereof on Form N-CSR with the SEC.

Prepare and file the Fund’s Form N-SAR and file all required notices pursuant to Rule 24f-2.

Assist with the layout and printing of prospectuses and the Funds’ semi-annual and annual reports to Shareholders.

Prepare and file holdings reports on Form N-Q with the SEC, as required at the end of the first and third fiscal quarters of each year.

Certain Operational Matters

Calculate contractual Fund expenses and make disbursements for the Funds, including trustee and vendor fees and compensation and annual reporting of such on IRS Forms 1099-MISC and 1096, as applicable. Disbursements shall be subject to review and approval of an Authorized Person and shall be made only out of the assets of the applicable Fund.

Prepare an annual projection of the Funds’ non-asset based expense accruals prior to the beginning of each fiscal year of each Fund and monitor actual and accrued expenses.

Compute, as appropriate, each Fund’s dividend payables and dividend factors

Assist the Funds’ transfer agent with respect to the payment of dividends and other distributions to Shareholders;

Calculate performance data of the Funds for dissemination to (i) the Client, including the Board, (ii) up to six (6) information services covering the investment company industry and (iii) other parties, as requested by the Client and agreed to by Service Provider.

Assist the Client in developing appropriate portfolio compliance procedures for each Fund to monitor compliance with the 1940 Act and other relevant regulations, and provide compliance monitoring services with respect to such procedures as reasonably requested by the Client, provided that such compliance must be determinable by reference to the Fund ‘s accounting records.

Assist the Client with portfolio compliance monitoring in accordance with Rule 22e-4(b) including:

daily liquidity classifications of portfolio securities held by the Fund;

ii.

daily monitoring of compliance with the Fund’s established Highly Liquid Investment Minimum (HLIM);

iii.

daily monitoring of compliance with the Fund’s 15% illiquid holdings maximum; and

iv.

monthly liquidity classification of portfolio securities on Form N-PORT effective June 1, 2019.

Monitor and advise the client and the Funds on their regulated investment company status under the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder

Assist the Client and Fund Counsel in responding to routine regulatory examinations or investigations.

Monitor wash sales annually.

Prepare informational schedules for use by the Funds’ auditors in connection with such auditor’s preparation of the Funds’ tax returns

Coordinate with independent auditors concerning the Funds’ regular annual audit.

Report to the Board regarding amounts paid under Shareholder Service Agreements and maintain appropriate records in connection with services.

Upon the Client’s request, the Service Provider will assist the Client with the following: (a) semi-annual reviews of financial reports (b) revisions to policies, procedures and code of ethics, (c) preparation of responses for regulatory examinations and inquiries, and (d) layout and printing of prospectuses and semi-annual and annual reports to Shareholders.

Provide support for the Annual Prospectus Update, including, but not limited to, providing the required financial information for the filings; and

Provide support for new fund development and filings, including pro forma expense projections as well as any financial information for the initial registration statement filing.

Subject to other terms and conditions of this Services Schedule and Agreement make available appropriate individuals to serve as officers of the Funds, upon designation as such by the Board, to serve in ministerial capacities related to the services provided by Citi as determined by the Board, or as PFO of the Funds, upon designation as such by the Board subject to the provisions of this Agreement and the Citi policies referred to in this Agreement.

Money Market Fund Reporting

With respect to each Fund regulated as a money market fund pursuant to Rule 2a-7 of the 1940 Act (a “Money Market Fund”), Service Provider shall:

Provide Fund’s schedules of investments for monthly posting on the Fund’s website.

Post the Fund’s schedules of investments on the Fund’s website monthly.

Prepare and file the Fund’s portfolio holdings and coordinate the compilation of other data with the Fund’s investment adviser for monthly filing with the SEC on Form N-MFP.

Provide the Fund’s portfolio holdings to the Client’s investment adviser for monthly filing with the SEC on Form N-MFP.

4. Typesetting Services

(a)

Own and manage the typesetting for all annual and semi-annual reports;

(b)

Coordinate reviews and sign-offs with the Client and other appropriate 3^rd parties prior to delivering the typeset reports to the financial printer;

(c)

Creation of Fund Fact Sheets as needed

II. Notes and Conditions Related to Fund Administration Services

With respect to any document to be filed with the SEC, the Client shall be responsible for all expenses associated with causing such document to be converted into an XXXXX format prior to filing, as well as all associated filing and other fees and expenses.

If requested by the Client with respect to a fiscal period during which Service Provider served as financial administrator, Service Provider will provide a sub-certification pertaining to Service Provider’s services consistent with the requirements of the Xxxxxxxx-Xxxxx Act of 2002.

III. PROVISION OF PRINCIPAL FINANCIAL OFFICER AND RELATED TERMS AND CONDITIONS

Provision of Individual to Serve as a Principal Financial Officer. Subject to the other terms and conditions of this Section III of the Services Schedule, the Service Provider shall make a qualified individual available to serve as the Principal Financial Officer or under such other title to perform similar functions (the “PFO”) for the Funds.

Discretion to Appoint and Remove the PFO; Client Control of the PFO. Client acknowledges and agrees that the Funds’ Board of Trustees shall have the sole and absolute discretion to appoint, or to determine not to appoint or to terminate, the services of, any person made available by the Service Provider to serve as a PFO pursuant to Section III.A above. The Client acknowledges and agrees, and represents that such individuals, when acting as a PFO, are not employees or agents of Service Provider and Service Provider shall not be responsible for their actions or omissions.

Other Terms and Conditions Related to the PFO.

(i)

Individuals that Service Provider makes available as PFO need not be employees or agents of Service Provider and may be independent contractors or employees or agents of a third party, provided, however, that Service Provider agrees to promptly notify the Client if any PFO is not, or is no longer, an employee of Service Provider.

(ii)

If Service Provider can no longer secure the services of, or has decided to sever its relationship with, an individual that is currently serving as a PFO, the Client may secure such service directly in any manner deemed appropriate by the Client and the Funds. If this does not occur, Service Provider’s only obligation shall be to use reasonable efforts to make another qualified individual available to serve in the same capacity as such a PFO.

(iii)

In connection with Service Provider’s obligation to make a qualified individual available to serve as a PFO, Service Provider shall pay a level of total compensation to such person that is consistent with Service Provider’s compensation of employees having similar duties, similar seniority and qualifications, and working at the same or similar geographical location, and Service Provider shall not be required to pay compensation in any greater amount.

(iv)

If any employee of Service Provider acts as a PFO of the Funds, the Client acknowledges and agrees that any such relationship shall be subject to the internal policies of Service Provider concerning the activities of its employees and their service as officers of the Funds; if such policies prohibit any such employee from acting as a PFO of the Funds, Service Provider’s only obligation shall be to use reasonable efforts to make a non-employee available to serve in the same capacity as such a PFO.

Provision of Information to PFO; Cooperation. In order to permit a PFO to act in the offices to which he or she has been appointed, the Client agrees to provide, and to use reasonable best efforts to ensure that the Funds provide, and to cause each other agent or current or immediately preceding service provider to the Client and/or the Funds (including investment advisers, intermediaries and custodians) to provide, to the PFO the information that the PFO may reasonably request in connection with his or her respective office, including, without limitation, any Organizational Documents, Offering Documents and Policies and Procedures of the Funds (including, as applicable, the Funds’ compliance program (the “Fund Compliance Program”) and the SOX disclosure controls and procedures (defined below)) and any amendments thereto. Client shall also make available, as reasonably requested by the PFO and at the expense of the Client, (i) the opportunity to consult with and seek instructions from the Board of the Funds and (ii) the opportunity to seek advice from the Client’s and Funds’ counsel and independent public accountants.

Notices of Claims. The Client shall promptly notify the Service Provider of any claim, or issue, matter or event that would be reasonably likely to result in any claim, by the Client or the Funds, one or more Shareholder(s) or

any third party which involves an allegation that a PFO failed to exercise his or her obligations to the Funds in a manner consistent with applicable Laws.

Indemnification of PFO; Insurance. The Client represents, warrants, and agrees that the Funds’ Organizational Documents and/or resolutions of its Board contain mandatory indemnification provisions that are applicable to the PFO made available by Service Provider, that are designed and intended to have the effect of fully indemnifying such officer and holding the PFO harmless with respect to any claims, liabilities and costs arising out of or relating to the PFO’s service in good faith in a manner reasonably believed to be in the best interests of the Funds, except to the extent the PFO would otherwise be liable to the Funds or to its security holders by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of office. In addition, the Client represents, warrants, and agrees that the Funds maintain insurance coverage from a reputable insurance company for the PFO under a directors and officers liability policy that is consistent with standards in the mutual fund industry taking into account the size of the Funds and each series thereof and the nature of their investment portfolio and other relevant factors.

Resignation of Officers. The PFO may resign for any reason. Service Provider may terminate this Agreement for cause pursuant to Section III.I(ii), and shall have no obligation to endeavor to make available another individual to act as a PFO, if

(i)

the Funds’ Organizational Documents do not, or no longer, contain the indemnity described in Section III.F or the Funds have not secured or maintained the insurance policy described in Section III.F;

(ii)

the PFO determines, in good faith, that the Funds --

(a)

have failed (I) to establish, maintain and implement a reasonable Fund Compliance Program or (II) to secure the reasonable cooperation of those service providers to the Funds or third parties (including investment advisers and intermediaries) that are not affiliated with Service Provider with respect to the Fund Compliance Program;

(b)

have failed (I) to establish, maintain and implement reasonable written policies and procedures related to the due diligence obligations of certifying officers under the Sarbanes Oxley Act of 2002 (“SOX disclosure controls and procedures”) or (II) to secure the reasonable cooperation of those service providers to the Funds that are not affiliated with Service Provider with respect to the SOX disclosure controls and procedures;

(c)

have failed to secure and retain the services of legal counsel or independent auditors; or

(d)

have violated, or is likely to violate or be deemed by any applicable Governmental Authority to have materially violated any applicable Law, including any applicable securities Laws or the PFO, or Service Provider, has suffered a claim from a third party, or been threatened with such a claim, related to or arising out of the fact that the PFO was an officer of the Funds.

Effective immediately upon the termination or expiration of the Agreement, a PFO shall be deemed to have resigned his or her respective office, with no requirement to deliver a resignation notice to the Client or the Funds and no requirement by the Client or the Funds to deliver a termination notice.

FEES AND EXPENSES

(i)

Fee Schedule. The Client will pay all fees, expenses, charges and obligations incurred from time to time in relation to the Services in accordance with the terms of the Fee Schedule, together with any other amounts payable to the Service Provider under this Agreement.

(ii)

Expenses. In addition to paying the fees set forth in the Fee Schedule, the Client agrees to reimburse the Service Provider for all of its actual out-of-pocket expenses reasonably incurred in providing services under this Section III, including but not limited to the following: (i) all out of pocket costs incurred in

connection with the provision of a PFO to the Funds under this Agreement, including travel costs for attending Board meetings, and conducting due diligence on the Funds’ investment advisers, custodian, intermediaries and other service providers (other than the Service Provider); and (ii) upon the approval of the Client or the Funds, costs to recruit a PFO.

In addition, in the event that the Service Provider is requested or authorized by the Client or the Funds, or is required by governmental regulation, summons, subpoena, investigation, examination or other legal or regulatory process, to produce documents or personnel with respect to services provided by the Service Provider to the Client and the Funds under this Agreement, the Client will, so long as the Service Provider is not the subject of the investigation or proceeding in which the information is sought, pay the Service Provider for its professional time (at its standard billing rates) and reimburse the Service Provider for its reasonable out-of-pocket expenses (including reasonable attorneys fees) incurred in responding to such requests or requirements.

TERM AND TERMINATION RELATED TO THE PROVISION OF PFO SERVICES

(i)

Term. The provision of a PFO will begin on the Effective Date and shall continue until it is terminated by either Party as permitted in Section III.I(ii) below.

(ii)

Termination.

(a)

Either Party may terminate the provision of a PFO with or without cause, by provision of a written notice of (i) at least 30 days, in the case of notice from the Client to the Service Provider and (ii) at least 90 days, in the case of notice from the Service Provider to the Client.

(b)

Subject to Section III.G, the Service Provider may terminate the provision of a PFO with cause on at least thirty (30) days’ written notice to the Funds if the Client or the Funds have materially breached any of its obligations hereunder; provided, however, that (i) the termination notice will describe the breach; (ii) no such termination will be effective if, with respect to any breach that is capable of being cured prior to the date set forth in the termination notice, the Client has reasonably cured such breach; and (iii) subject to applicable Law, no such thirty (30) day notice period shall be required in the event the Client or the Funds become insolvent or has submitted a voluntary petition for administration.

(c)

The provision of a PFO may be further terminated by either Party immediately in the event of:

(a)

the winding up of or the appointment of an examiner or receiver or liquidator to the other party or the Funds or on the happening of a like event whether at the direction of an appropriate regulatory agency or court of competent jurisdiction or otherwise; or

(b)

the other Party no longer being permitted or able to perform its obligations under this Section III pursuant to applicable law or regulation.

(d)

Notwithstanding the foregoing, the provision of a PFO shall terminate automatically, with no further action required by either Party, immediately upon the expiration or termination of the Agreement.

(iii)

Surviving Terms. The rights and obligations contained in Section III.I will survive the termination of this Agreement.

Exhibit A

Fee Letter

To:	HSBC Global Asset Management (USA), Inc.

Date:	August 1, 2021

Dear Xxxxxxx,

We are writing to confirm the following fees which relate to the Services to be provided under the Sub-Administration Services Agreement dated December 14, 2017 between the Client(s) and the Services Provider. Capitalized terms used but not defined herein shall have the meaning given to them in the Sub-Administration Services Agreement.

Client agrees to pay all fees, charges, and obligations incurred from time-to-time for any services pursuant to the Sub-Administration Services Agreement as determined in accordance with the terms of the fee schedule attached hereto as Attachment 1 (the “Fee Schedule”), the Services Agreement, and as may otherwise be agreed in writing from time-to-time between the Parties.

This fee letter may be executed in several counterparts, each of which will be an original, but all of which together will constitute one and the same agreement.

By signing the acknowledgment below, you agree to this fee letter and the Fee Schedule. Please return a signed duplicate of this fee letter to Legal Department, HSBC Global Asset Management (USA) Inc. at 000 Xxxxx Xxxxxx, Xxx Xxxx, XX 00000.

Sincerely,


Xxxxxxx Xxxxx
President, Citi Fund Services Ohio, Inc

ACKNOWLEDGED AND AGREED TO:

HSBC Global Asset Management (USA) Inc.

By:	Xxxxxxx X. Xxxxxxxxxxxx

Title:

Date:

HSBC Global Asset Management (USA), Inc.

Attachment 1 to Fee Letter

Fee Schedule

SUB-ADMINISTRATION SERVICES AGREEMENT

Fees and Expenses

Client shall pay to Citi on the first business day of each month, or at such times as Citi shall request, fees for the services provided under this Agreement as follows:

	On incremental net assets of	Basis points

	$0 - $10 billion	2.0

	> $10 billion - $20 billion	1.50

	> $20 billion - $50 billion	0.65

	> $50 billion	0.45

Net assets shall be aggregated across all Funds to determine a total fee for all Funds, and each Fund shall be charged its pro rata share of such fee based on the ratio of its net assets to the aggregate net assets of all Funds. Assets in any Fund (a “Feeder Fund”) that invests in another Fund (a “Master Fund”) shall be counted (and a fee charged thereon) in either the Feeder Fund or the Master Fund, but not both, provided that fees on such assets may be apportioned between the Feeder Fund and the Master Fund. For purposes of determining the fees payable for administrative services, the value of each Fund’s net assets shall be computed in the manner described in such Fund’s governing documents (e.g., Memorandum and Articles of Association, Declaration of Trust, etc.) or in its offering documents (e.g., Prospectus or Statement of Additional Information, etc.) as from time to time in effect for the computation of the value of such net assets in connection with the purchase and redemption of shares.

LIQUIDITY RISK MANAGEMENT

Tier	Description	Annual Fee (per Fund)
Tier 1	All Funds holding < 50 securities	$2,000
Tier 2	All Funds holding 0-499 securities	$3,000
Tier 3	All Funds holding > 500 securities	$4,000

Note: Each Fund will be designated as a specific “tier” upon the commencement of the Liquidity Risk Management service. An annual review will be performed to certify the appropriate classifications are applied for the subsequent 12 month period. The annual review will occur at the end of each calendar year and be effective on the first of January each year. Any Fund launches will be reviewed at inception to ensure the appropriate “tier” is applied to the new Fund.

Typesetting Services

Annual and Semi-Annual Report Typesetting	$1,500 Per Fund Per Annum

Fact Sheets	$350 Per Fact Sheet

Out-of-Pocket Expenses and Miscellaneous Charges

In addition to the above fees, Service Provider shall be entitled to receive payment for the following out-of-pocket expenses and miscellaneous charges:

Reimbursement of Expenses. Client shall reimburse Service Provider for its out-of-pocket expenses reasonably incurred in providing Services (upon reasonable request, not to occur too frequently, Service Provider shall provide invoices or other documentation evidencing such expenses), including, but not limited to:

(i)

All freight and other delivery and bonding charges incurred by Service Provider in delivering materials to and from the Client and in delivering all materials to Unitholders;

(ii)

The cost of obtaining security and issuer information;

(iii)

The cost of CD-ROM, computer disks, microfilm, or microfiche, and storage of records or other materials and data;

(iv)

Costs of postage, bank services, couriers, stock computer paper, statements, labels, envelopes, reports, notices, or other form of printed material (including the cost of preparing and printing all printed material) which shall be required by Service Provider for the performance of the services to be provided hereunder, including print production charges incurred;

(v)

All copy charges;

(vi)

Any expenses Service Provider shall incur at the written direction of the Client or a duly authorized officer of the Client;

(vii)

The cost of tax data services;

(viii)

Regulatory filing fees, industry data source fees, printing (including board book production expenses) and typesetting services, communications, delivery services, reproduction and record storage and retention expenses, and travel related expenses for board/client meetings; and

(ix)

Any additional expenses reasonably incurred by Service Provider in the performance of its duties and obligations under this Agreement.

Miscellaneous Service Fees and Charges. In addition to the amounts set forth in paragraphs (1) and 2(A) above, Service Provider shall be entitled to receive the following amounts from the Client:

(i)

System development fees, billed at the rate of $150 per hour, as requested and pre-approved by the Client, and all systems-related expenses, agreed in advance, associated with the provision of special reports and services pursuant to any of the Schedules hereto;

(ii)

Fees for development of custom interfaces pre-approved by the Client, billed at the rate of $150 per hour;

(iii)

Ad hoc reporting fees pre-approved by the Client, billed at the rate of $150 per hour;

	(iv)	Expenses associated with Service Provider’s anti-fraud procedures as it pertains to new account review;
	(v)	Check and payment processing fees; and
	(vi)	Costs of rating agency services

Document Metadata

Table of Contents

AMENDMENT TO THE Services AGREEMENT

Document Metadata