Exhibit (d)(9)
FEE WAIVER AGREEMENT
HSBC INVESTOR GROWTH AND INCOME FUND
HSBC INVESTOR MID-CAP FUND
FEE WAIVER AGREEMENT, dated as of December 5, 2006 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 Growth and Income Fund and
HSBC Investor Mid-Cap 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 to be charged by the
Investment Manager pursuant to the Management Agreements 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 1, 2008. 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 GROWTH AND INCOME FUND AND
HSBC INVESTOR MID-CAP FUND
By: /s/ Xxxx Xxxxxxx
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Name: Xxxx Xxxxxxx
Title: Vice President
HSBC INVESTMENTS (USA) INC.
By: /s/ Xxxxxxx X. Xxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxx
Title: Sr. Vice President
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