AMENDMENT TO
SUB-ADMINISTRATION SERVICES AGREEMENT
AMENDMENT made as of the 4th day of June, 2007, between BISYS FUND
SERVICES OHIO, INC. ("BISYS"), an OHIO corporation and HSBC Investments (USA),
Inc. ("HSBC"), to that certain Sub-Administration Agreement, dated July 1, 2005
(as amended and in effect on the date hereof, the "Agreement"). Capitalized
terms not defined herein shall have the meanings given to them in the Agreement.
WHEREAS, HSBC is the investment advisor for the HSBC Investor Funds, HSBC
Advisor Funds Trust, and HSBC Investor Portfolios (each, a "Company" and
collectively, the "Companies");
WHEREAS pursuant to the Sub-Administration Agreement BISYS provides
certain administration services to the Companies and their investment portfolios
(the "Funds");
WHEREAS, BISYS Fund Services (Cayman) Limited provides certain
administration services, as well as transfer agency and fund accounting services
to certain Cayman Companies pursuant to that Master Administration Agreement
between BISYS and each Cayman Company dated April 1, 2003 (as amended);
WHEREAS, the parties desire to modify certain terms of the Agreement,
including the fees payable under the Agreement;
NOW, THEREFORE, in consideration of the mutual covenants and promises
hereinafter contained and for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the Company and BISYS hereby agree
as follows:
1. AMENDMENTS.
(a) Section 6 of the Agreement shall be amended by deleting the date
"March 31, 2006" and replacing it with the date "December 31, 2008."
(b) Section 6 shall be further amended by adding at the end of the first
sentence of the second paragraph the following:
"(e) the unilateral termination by the Companies of HSBC as
administrator to the Companies, without "cause", as defined in the
Administration Agreement, provided that neither HSBC nor any
affiliate of HSBC is appointed as administrator or sub-administrator
of the Companies within one year of the termination date, or (f) the
sale or transfer of a controlling interest in, or the sale or
transfer of all or substantially all of the assets of BISYS or its
parent company
(with the 60 day termination notice described above to be provided
within 90 days after the terminating party receives notice of the
closing of such sale or transfer); PROVIDED HOWEVER, that, "cause"
shall not in any event include the sale or transfer of a controlling
interest in, or of all or substantially all of the assets in BISYS
to Citigroup, Inc."
(c) Schedule C of the Agreement shall be modified by deleting the existing
table on calculating fees based on incremental net assets and replacing with the
following:
"ON COMPLEX NET ASSETS OF BASIS POINTS
------------------------- ------------
$0-$12 billion 3.25
>$12 billion 1.5"
(d) Schedule C of the Agreement shall be further amended by deleting the
first sentence of the last paragraph in its entirety and replacing it with the
following:
"Net assets shall be aggregated across all Companies to which BISYS
provides services pursuant to this Agreement, as well as to all
those certain Cayman Companies that are serviced by BISYS pursuant
to that certain Master Administration Agreement between BISYS and
each Cayman Company party thereto dated April 1, 2003 (as amended))
to determine the total asset-based fee for all Companies and the
Cayman Companies (the "Total Asset-Based Fee"). The aggregate
asset-based fee payable by the Companies under this Agreement with
respect to the administration services (the "U.S. Asset-Based Fee")
shall be equal to the proportionate share of net assets of the
Companies to total aggregate net assets (including net assets of the
Cayman Companies) multiplied by the Total Asset-Based Fee. Each
Company shall then be charged its pro rata share of the U.S.
Asset-Based Fee based on its pro rata share of net assets to the
aggregate net assets of all Companies."
2. REPRESENTATIONS AND WARRANTIES.
(a) HSBC represents (i) that it has full power and authority to enter into
and perform this Amendment on behalf of itself and as investment advisor of the
Companies and the Cayman Companies, (ii) that the transactions contemplated by
this Amendment, and all information relating thereto has been presented to and
reviewed by the Board of Directors of HSBC, the Board of Directors of each of
the Companies and the Board of Directors of each of the Cayman Companies (each,
a "Board"), and (iii) that each Board has approved the transactions contemplated
by this Amendment.
(b) BISYS represents that it has full power and authority to enter into
and perform this Amendment.
3. EFFECTIVE DATE.
The effective date of this Amendment shall be April 1, 2007.
4. MISCELLANEOUS.
(a) 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.
(b) Each reference to the Agreement in the Agreement (as it existed prior
to this Amendment) 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 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 both parties hereto.
(c) Paragraph headings in this Amendment are included for convenience only
and are not to be used to construe or interpret this Amendment.
(d) 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.
[SIGNATURE PAGE FOLLOWS]
* * * * *
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 INVESTMENTS (USA) INC.
By: /s/ Xxxxxxx X. Xxxxxxxx
Name: Xxxxxxx X. Xxxxxxxx
Title: President
BISYS FUND SERVICES OHIO, INC.
By: /s/ Xxxx Xxxxxxx
Name: Xxxx Xxxxxxx
Title: President
