Form 485BPOS HSBC FUNDS

Exhibit (h)(1)(i)

OPERATIONAL SUPPORT SERVICES AGREEMENT

HSBC Funds

December 16, 2020

THIS OPERATIONAL SUPPORT SERVICES AGREEMENT (“Agreement”) is made between HSBC Global Asset Management (USA), Inc. (“Adviser”) and HSBC Funds (“Trust”) on behalf of its series, HSBC U.S. Government Money Market Fund and HSBC U.S. Treasury Money Market Fund (each, a “Fund” and collectively, the “Funds”).

WHEREAS, the Trust is a registered open-end investment company organized as a Delaware statutory trust and currently consists of multiple separate series;

WHEREAS, the Adviser has entered into an investment advisory contract with the Trust to provide advisory services to the Funds (the “Advisory Agreement”);

WHEREAS, the Adviser has agreed to provide in addition to the purely investment advisory services provided pursuant to the Advisory Agreement, certain administrative and operational support services in connection with the operation of the Funds;

NOW, THEREFORE, in consideration of the mutual promises herein made, the parties hereby agree as follows:

1.The Adviser agrees to provide the following operational support services to the Funds:

(i)

manage and coordinate the Funds’ operations, including the development of new product features and benefits;

(ii)

compile statistical and research data required for the preparation of reports and statements which are periodically distributed to the Funds’ officers and Trustees;

(iii)

handle general inquiries from account representatives, such as advice as to the status of shareholder accounts, the current yield and dividends declared to date and provide assistance with other questions related to shareholder accounts;

(iv)

provide support to account representatives regarding Fund benefits and features;

(v)

provide operational assistance to account representatives regarding opening new accounts, closing accounts and making changes to the set-up of existing accounts;

(vi)

assist in the development and ongoing operation of “sweep” accounts utilizing the Funds;

(vii)

compile information required in connection with the Funds’ filings with the Securities and Exchange Commission; and

(viii)

provide such other services as agreed upon by both parties.

2.For its services, the Adviser shall be entitled to a fee (the “Operational Support Fee”) from each Fund’s Class A, Class C, Class D, Class Y, Intermediary Class and Intermediary Service Class shares (as applicable), computed daily and paid monthly, equal on an annual basis to the percentage of each Fund’s average daily net assets set forth on Schedule A, as in effect from time to time. The Adviser, in its sole discretion, may waive all or any part the Operational Support Fee for any class of shares of a Fund.

3.This Agreement shall remain in full force and effect through December 31, 2021, and thereafter from year to year to the extent continuance is approved annually by the Board of Trustees of the Trust.

4.This Agreement may be amended or modified from time to time by both parties in writing.

5.This Agreement may be terminated by the Trust at any time on sixty (60) days’ written notice without payment of penalty, provided that such termination by the Trust shall be directed or approved by the vote of a majority of the Trustees of the Trust in office at the time or by the vote of a majority of the outstanding voting securities of the Trust as defined by the Investment Company Act of 1940 Act (“1940 Act”); and shall automatically and immediately terminate in the event of its assignment as defined by the 1940 Act.

6.In the absence of willful misfeasance, bad faith or gross negligence on the part of the Adviser, or of reckless disregard of its duties and obligations hereunder, the Adviser shall not be subject to liability for any act or omission in the course of, or connected with, rendering services hereunder.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their duly authorized officers, and their respective corporate seals to be hereunto duly affixed and attested.

 

 

SCHEDULE A

to OPERATIONAL SUPPORT SERVICES AGREEMENT

dated as of DECEMBER 16, 2020

Exhibit (h)(5)

HSBC FUNDS

EXPENSE LIMITATION AGREEMENT

EXPENSE LIMITATION AGREEMENT, effective as of December 16, 2020,by and between HSBC Global Asset Management (USA) Inc. (the “Investment Manager”) and HSBC Funds (the “Trust”), on behalf of each of its series set forth in Schedule A hereto (each, a “Fund”).

WHEREAS, the Trust is a Delaware statutory 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 Agreement”), 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 Funds may, from time to time, invest in affiliated or unaffiliated investment companies, including exchange-traded funds (ETFs), such underlying investments collectively referred to herein as “Acquired Funds”; 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 expenses of each Fund at a level below the level to which each such Fund may normally be subject;

NOW THEREFORE, the parties hereto agree as follows:

1.Expense Limitation.

1.1.Applicable Expense Limit. To the extent that the ordinary operating expenses incurred by a Fund in any fiscal year, including but not limited to investment management fees of the Investment Manager and amounts payable pursuant to a plan adopted in accordance with Rule 12b-1 under the 1940 Act (“Fund Operating Expenses”), but excluding interest, taxes, brokerage commissions, Acquired Fund fees and expenses other than estimated indirect expenses attributable to a Fund’s investments in the HSBC Opportunity Portfolio, extraordinary expenses such as litigation, and other expenses not incurred in the ordinary course of such Fund’s business, exceed the operating expense limit, as defined in Section 1.2 below (“Operating Expense Limit”), such excess amount (the “Excess Amount”) shall be the liability of the Investment Manager.

1.2.Operating Expense Limit. The maximum Operating Expense Limit in any year with respect to each Fund shall be the amount specified in Schedule A based on a percentage of the average daily net assets of each Fund.

1.3.Duration of Operating Expense Limit. The Operating Expense Limit with respect to each Fund shall remain in effect until the date specified for that Fund on Schedule B. The Investment Manager may extend, but may not during the term of this Agreement shorten without the consent of the Trust, the duration of the Operating Expense Limit for any Fund by delivering a revised Schedule B to the Trust reflecting such extension. Such an extension must continue at the same Operating Expense Limit amount specified on Schedule A.

1.4.Method of Computation. To determine the Investment Manager's obligation with respect to the Excess Amount, each day the Fund Operating Expenses for each Fund shall be estimated and accrued. Each day, the Fund shall also calculate a year-to-date Operating Expense Limit Amount (“Operating Expense Limit Amount”), based on each Fund's year to date average net assets and its Operating Expense Limit. If the total year-to-date expenses exceed the year to date Operating Expense Limit Amount, the Fund shall record a receivable from the Investment Manager in an amount equal to the year-to-date Excess Amount less any such receivables previously recorded for the fiscal period. Shortly after the end of each month, the Fund shall deliver to the Investment Manager a statement indicating the Excess Amount owed to the Fund for the month and the Investment Manager will remit to the Fund an amount that, together with any waived or reduced investment management fee, is sufficient to pay that monthly Excess Amount.

1.5.Year-End Adjustment. If necessary, on or before the last day of the first month of each fiscal year, an adjustment payment shall be made by the appropriate party in order that the amount of the investment management fees waived or reduced and other payments remitted by the Investment Manager to the Fund or Funds with respect to the previous fiscal year shall equal the Excess Amount.

2.Reimbursement of Fee Waivers and Expense Reimbursements.

2.1.Reimbursement. If on any day during which the Management Agreement is in effect, the estimated annualized Fund Operating Expenses of such Fund for that day are less than the Operating Expense Limit, the Investment Manager shall be entitled to reimbursement by such Fund of the investment management fees waived or reduced and other payments remitted by the Investment Manager to such Fund pursuant to Section 1 hereof (the “Reimbursement Amount”) during any of the previous thirty-six (36) months, to the extent that the Fund’s annualized Operating Expenses plus the amount so reimbursed equals, for such day, the Operating Expense Limit provided in Schedule A, provided that such amount paid to the Investment Manager will in no event exceed the total Reimbursement Amount and will not include any amounts previously reimbursed.

2.2.Year-End Adjustment. If necessary, on or before the last day of the first month of each fiscal year, an adjustment payment shall be made by the appropriate party in order that the actual Fund Operating Expenses of a Fund for the prior fiscal year (including any reimbursement payments hereunder with respect to such fiscal year) do not exceed the Operating Expense Limit.

3.Term and Termination of Agreement.

This Agreement shall terminate, without payment of any penalty, upon: (1) termination of the Management Agreement or (2) written notice to the Investment Manager by the Trust.

4.Miscellaneous.

4.1.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.

4.2.Interpretation. Nothing herein contained shall be deemed to require the Trust or the Funds to take any action contrary to the Trust’s Agreement and 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.

4.3.Definitions. Any question of interpretation of any term or provision of this Agreement, including but not limited to the investment management fee, the computations of net asset values, and the allocation of expenses, 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 December 16, 2020.

SCHEDULE A

OPERATING EXPENSE LIMITS

This Agreement relates to the following:

SCHEDULE B

DURATION OF OPERATING EXPENSE LIMITS

The duration of each Operating Expense Limit shall be as follows:

Exhibit (i)

1900 K Street, N.W. Washington, DC 20006 +1 202 261 3300 Main +1 202 261 3333 Fax www.dechert.com

February 26, 2021

HSBC Funds 452 Fifth Avenue New York, New York 10018

Re:

HSBC Funds (File Nos. 033-07647 and 811-04782)

 

Ladies and Gentlemen:

We have acted as counsel to HSBC Funds, a Delaware statutory trust (the “Trust”), in connection with the filing of Post-Effective Amendment No. 275 to the Trust’s registration statement (the “Registration Statement”) under the Investment Company Act of 1940, as amended (the “1940 Act”) and the Securities Act of 1933, as amended (the “1933 Act”), and in connection with the issuance and sale by the Trust of shares proposed to be sold pursuant to Post-Effective Amendment No. 275 to the Registration Statement (the “Shares”).

This opinion is limited to the Delaware Statutory Trust Act, and we express no opinion with respect to the laws of any other jurisdiction or to any other laws of the State of Delaware. Further, we express no opinion as to compliance with any state or federal securities laws, including the securities laws of the State of Delaware.

We have examined the Trust’s Amended and Restated Agreement and Declaration of Trust (“Declaration of Trust”), the Trust’s By-Laws, and other Trust records, certificates, documents and matters as we have deemed necessary to enable us to give this opinion. In addition, we have reviewed and relied upon a certificate of good standing issued by the Delaware Secretary of State.

In rendering this opinion we have assumed, without independent verification: (i) the due authority of all individuals signing in representative capacities and the genuineness of signatures; (ii) the authenticity, completeness and continued effectiveness of all

 

Page 2

 

documents or copies furnished to us; (iii) that any resolutions provided have been duly adopted by the Trust’s Board of Trustees; (iv) that the facts contained in the instruments and certificates or statements of public officials, officers and representatives of the Trust on which we have relied for the purposes of this opinion are true and correct; and (v) that no amendments, agreements, resolutions or actions have been approved, executed or adopted which would limit, supersede or modify the items described above. Where documents are referred to in resolutions approved by the Trust’s Board of Trustees, or in the Registration Statement, we have assumed such documents are the same as in the most recent form provided to us, whether as an exhibit to the Registration Statement or otherwise.

Based upon the foregoing, we are of the opinion that the Shares have been validly authorized, and, when sold in accordance with the terms of the Registration Statement and the requirements of applicable federal and state law, will have been legally and validly issued and, subject to the qualifications set forth in the Declaration of Trust, will be fully paid and non-assessable.

We note that, pursuant to Section 4.5 of Article IV of the Declaration of Trust, the Trustees have the power, as frequently as they may determine, to cause each shareholder of any particular series or class, to pay directly, in advance or arrears, for charges of the Trust’s transfer, shareholder servicing or similar agent, an amount fixed from time to time by the Trustees, by setting off such charges due from such shareholder from declared but unpaid dividends owed such shareholder and/or by reducing the number of shares in the account of such shareholder by that number of full and/or fractional shares which represents the outstanding amount of such charges due from such shareholder.

Page 3

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement, to be filed with the Securities and Exchange Commission in connection with the continuous offering of the shares of beneficial interest, as indicated above, and to references to our firm, as counsel to the Trust, in the Registration Statement and in any revised or amended versions thereof, until such time as we revoke such consent. In giving such consent, however, we do not admit that we are within the category of persons whose consent is required by Section 7 of the 1933 Act or the rules and regulations thereunder.

 

Very truly yours,

 

/s/ Dechert LLP

 

Dechert LLP

 

Exhibit (j)(2)

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form N-1A of HSBC Funds of our reports dated December 21, 2020, relating to the financial statements and financial highlights, which appear in HSBC Opportunity Fund, HSBC Opportunity Fund (Class I), HSBC U.S. Government Money Market Fund and HSBC U.S. Treasury Money Market Fund’s Annual Report on Form N-CSR for the year ended October 31, 2020. We also consent to the references to us under the headings "Financial Statements", "Independent Registered Public Accounting Firm" and "Financial Highlights" in such Registration Statement.

/s/ PricewaterhouseCoopers LLP

New York, New York

February 26, 2021

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