AMENDMENT TO
ADMINISTRATION SERVICES AGREEMENT
AMENDMENT dated as of the 4th day of June, 2007, to that certain
Administration Agreement, dated July 1, 2005 (as amended and in effect on the
date hereof, the "Agreement") between HSBC Investments (USA) Inc. ("HSBC"), a
New York corporation having its principal place of business at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ and each entity that has executed this
Agreement, as listed on the signature page hereto (each, a "Company).
Capitalized terms not defined herein shall have the meanings given to them in
the Agreement.
WHEREAS, pursuant to the Agreement HSBC provides certain administration
services to the Companies and their investment portfolios; and
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 HSBC and the Companies 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) 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 5.25
>$12 billion 3.5"
2. REPRESENTATIONS AND WARRANTIES.
(a) HSBC represents (i) that it has full power and authority to enter into
and perform this Amendment (ii) that the transactions contemplated by this
Amendment, and all information relating thereto has been presented to and
reviewed by the Board of Trustees of each of the Companies (each, a "Board") and
(ii) that each Board has approved the transactions contemplated by this
Amendment.
(b) The Companies each represent (on a sole and not joint basis) 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/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Senior Vice President
HSBC INVESTOR FUNDS
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
Name: ▇▇▇▇ ▇▇▇▇▇▇▇
Title: Vice President
HSBC INVESTOR PORTFOLIOS
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
Name: ▇▇▇▇ ▇▇▇▇▇▇▇
Title: Vice President
HSBC ADVISOR FUNDS TRUST
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
Name: ▇▇▇▇ ▇▇▇▇▇▇▇
Title: Vice President
