Form 485BXT HSBC FUNDS

March 19, 2020 3:10 PM EDT

Registration Nos. 033-07647
811-04782

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 19, 2020

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-1A

REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933 [X]
 
Pre-Effective Amendment No. [_]
Post-Effective Amendment No. 250 [X]
 
and/or
 
REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940 [X]
 
Amendment No. 258 [X]
(Check appropriate box or boxes)

HSBC FUNDS
(Exact name of registrant as specified in charter)
4400 Easton Commons, Suite 200
Columbus, Ohio 43219-3035
(Address of principal executive offices)
Registrant's Telephone Number, including area code: (800) 782-8183

Richard A. Fabietti, President
452 Fifth Avenue
New York, New York 10018-2786
(Name and address of agent for service)
Please send copies of all communications to:

David J. Harris, Esq.
Brenden P. Carroll, Esq.
Dechert LLP
1900 K Street, N.W.
Washington, D.C. 20006-2401

It is proposed that this filing will become effective:
  [   ]  immediately upon filing pursuant to paragraph (b) of Rule 485
  [X] on April 17, 2020 pursuant to paragraph (b) of Rule 485
  [   ] 60 days after filing pursuant to paragraph (a)(1) of Rule 485
  [   ] on [date] pursuant to paragraph (a)(1) of Rule 485
  [   ] 75 days after filing pursuant to paragraph (a)(2) of Rule 485
  [   ] on [date] pursuant to paragraph (a)(2) of Rule 485
If appropriate, check the following box:
  [X] this post-effective amendment designates a new effective date for a previously filed post-effective amendment.


Explanatory Note

Post-Effective Amendment No. 233 (the “Amendment”) to the Registration Statement of HSBC Funds was filed pursuant to Rule 485(a)(2) under the Securities Act of 1933 on March 4, 2019 to register Class A and Class I Shares of the HSBC Ultra Short Bond Fund. Pursuant to Rule 485(a)(2), the Amendment would have become effective on May 18, 2019. Post-Effective Amendment No. 235 was filed pursuant to Rule 485(b)(1)(iii) for the purpose of designating June 14, 2019 as the date upon which the Amendment would have become effective. Post-Effective Amendment No. 236 was filed pursuant to Rule 485(b)(1)(iii) for the purpose of designating July 12, 2019 as the date upon which the Amendment would have become effective. Post-Effective Amendment No. 237 was filed pursuant to Rule 485(b)(1)(iii) for the purpose of designating August 9, 2019 as the date upon which the Amendment would have become effective. Post-Effective Amendment No. 238 was filed pursuant to Rule 485(b)(1)(iii) for the purpose of designating September 6, 2019 as the date upon which the Amendment would have become effective. Post-Effective Amendment No. 239 was filed pursuant to Rule 485(b)(1)(iii) for the purpose of designating October 4, 2019 as the date upon which the Amendment would have become effective. Post-Effective Amendment No. 240 was filed pursuant to Rule 485(b)(1)(iii) for the purpose of designating November 1, 2019 as the date upon which the Amendment would have become effective. Post-Effective Amendment No. 241 was filed pursuant to Rule 485(b)(1)(iii) for the purpose of designating November 27, 2019 as the date upon which the Amendment would have become effective. Post-Effective Amendment No. 242 was filed pursuant to Rule 485(b)(1)(iii) for the purpose of designating December 24, 2019 as the date upon which the Amendment would have become effective. Post-Effective Amendment No. 244 was filed pursuant to Rule 485(b)(1)(iii) for the purpose of designating January 22, 2020 as the date upon which the Amendment would have become effective. Post-Effective Amendment No. 245 was filed pursuant to Rule 485(b)(1)(iii) for the purpose of designating February 20, 2020 as the date upon which the Amendment would have become effective. Post-Effective Amendment No. 247 was filed pursuant to Rule 485(b)(1)(iii) for the purpose of designating March 20, 2020 as the date upon which the Amendment would have become effective. This Post-Effective Amendment No. 250 is being filed pursuant to Rule 485(b)(1)(iii) for the purpose of designating April 17, 2020 as the new date upon which the Amendment shall become effective. This Post-Effective Amendment No. 250 incorporates by reference the information contained in Parts A and B of the Amendment. Part C is filed herewith.


PART C

Other Information

ITEM 28. EXHIBITS

(a) (1) Amended and Restated Agreement and Declaration of Trust dated October 12, 2017. (13)
  (2) Amended Schedule A dated December 11, 2019 to the Amended and Restated Agreement and Declaration of Trust. (17)
(b)   By-Laws dated March 10, 2016. (1)
(c) Not applicable.
(d) (1)(i) Master Investment Advisory Contract, dated June 24, 2016, between HSBC Funds and HSBC Global Asset Management (USA) Inc. (1)
(1)(ii) Investment Advisory Contract Supplement, dated June 24, 2016, regarding HSBC U.S. Treasury Money Market Fund. (1)
(1)(iii) Investment Advisory Contract Supplement, dated June 24, 2016, regarding HSBC Frontier Markets Fund. (1)
(1)(iv) Investment Advisory Contract Supplement, dated June 24, 2016, regarding HSBC High Yield Fund (formerly the HSBC Global High Yield Bond Fund). (1)
(1)(v) Investment Advisory Contract Supplement, dated June 24, 2016, regarding HSBC Strategic Income Fund (formerly the HSBC Global High Income Bond Fund). (1)
(1)(vi) Investment Advisory Contract Supplement, dated June 24, 2016, regarding HSBC U.S. Government Money Market Fund. (1)
(1)(vii) Investment Advisory Contract Supplement, dated June 24, 2016, regarding HSBC Opportunity Portfolio. (1)
(2) Sub-Advisory Agreement, dated June 24, 2016, between HSBC Global Asset Management (USA) Inc. and Westfield Capital Management L.P. regarding HSBC Opportunity Portfolio. (1)
(3) Sub-Advisory Agreement, dated June 24, 2016, between HSBC Global Asset Management (USA) Inc. and HSBC Global Asset Management (UK) Limited, regarding HSBC Frontier Markets Fund. (11)
(4) Form-of Sub-Advisory Agreement, dated June 24, 2016, between HSBC Global Asset Management (USA) Inc. and HSBC Global Asset Management (UK) Limited, regarding HSBC Strategic Income Fund. (16)
(e) (1) Form of Selling Agreement. (1)
(2) Form of Dealer Agreement. (1)
(3) Distribution Agreement, dated May 31, 2017 between HSBC Funds and Foreside Distribution Services, L.P. (13)
(4) First Amendment to the Distribution Agreement, dated June 7, 2018, between HSBC Funds and Foreside Distribution Services, L.P. (14)
(f) Not applicable.
(g) (1) Custodian Agreement, dated November 1, 2006, between HSBC Funds and The Northern Trust Company. (10)
(2) Amended Schedule B to the Custodian Agreement between HSBC Funds and The Northern Trust Company, dated March 3, 2015. (13)
(3) Amended Schedule B to the Custodian Agreement between HSBC Funds and The Northern Trust Company, dated March 7, 2019. (16)
(h) (1)(i) Operational Support Services Agreement, dated December 11, 2019 between HSBC Global Asset Management (USA) Inc. and HSBC Funds on behalf of HSBC U.S. Government Money Market Fund and HSBC U.S. Treasury Money Market Fund. (17)



(1)(ii) Support Services Agreement, dated December 11, 2019, between HSBC Global Asset Management (USA) Inc. and HSBC Funds on behalf of HSBC Frontier Markets Fund, HSBC High Yield Fund and HSBC Strategic Income Fund. (17)
(2) Services Agreement, dated December 14, 2017, between Citi Fund Services Ohio, Inc. and HSBC Funds. (13)
(3) Amendment to Services Agreement, dated April 12, 2018, between Citi Fund Services Ohio, Inc. and HSBC Funds. (14)
(4) Amendment to Services Agreement, dated December 13, 2018, between Citi Fund Services Ohio, Inc. and HSBC Funds. (14)
(5) Expense Limitation Agreement between HSBC Global Asset Management (USA) Inc. and HSBC Funds, effective March 1, 2020. (17)
(6) Administration Services Agreement, dated June 24, 2016, between HSBC Global Asset Management (USA) Inc. and HSBC Funds. (1)
(7) Amendment to Administration Services Agreement, dated April 1, 2019, between HSBC Global Asset Management (USA) Inc. and HSBC Funds. (16)
(8) Sub-Administration Services Agreement, dated December 14, 2017, between Citi Fund Services Ohio, Inc. and HSBC Global Asset Management (USA) Inc. (13)
(9)(i) Transfer Agency and Service Agreement, dated July 15, 2016, between DST Asset Manager Solutions, Inc., and HSBC Funds. (12)
(9)(ii) Amendment to Transfer Agency and Service Agreement, dated October 13, 2016, between DST Asset Manager Solutions, Inc., and HSBC Funds. (12)
(9)(iii) Amendment to Transfer Agency and Service Agreement, dated May 18, 2017, between DST Asset Manager Solutions, Inc., and HSBC Funds. (13)
(9)(iv) Amendment to Transfer Agency and Service Agreement, dated May 6, 2019, between DST Asset Manager Solutions, Inc., and HSBC Funds. (16)
(i) Opinion and Consent of Counsel. (18)
(j) (1) Power of Attorney. (1)
(2) Not applicable.
(k) Not applicable.
(l) Not applicable.
(m) (1) Master Distribution Plan relating to Class A Shares, dated June 24, 2016. (1)
(2) Master Distribution Plan relating to Class B Shares, dated June 24, 2016. (1)
(3) Master Distribution Plan relating to Class C Shares, dated June 24, 2016. (1)
(4) Master Distribution Plan relating to Class D Shares, dated June 24, 2016. (1)
(n) Multiple Class Plan. (1)
(o) Not applicable.
(p) (1) Code of Ethics for HSBC Funds. (14)
(2) Amended Code of Ethics for HSBC Global Asset Management (USA) Inc. (16)
(3) Amended Code of Ethics for Citi Fund Services Ohio, Inc. (16)
(4) Amended Code of Ethics for Westfield Capital Management Company, L.P. (7)
(5) Code of Ethics for HSBC Global Asset Management (UK) Limited. (9)

*     *     *     *     *     *     *     *     *     *     *     *



(1)

Incorporated herein by reference from post-effective amendment No. 214 to the Registration Statement as filed with the SEC on June 27, 2016.

(2)

Incorporated herein by reference from post-effective amendment No. 113 to the Registration Statement as filed with the SEC on February 27, 2009.

(3)

Incorporated herein by reference from post-effective amendment No. 115 to the Registration Statement as filed with the SEC on October 2, 2009.

(4)

Incorporated herein by reference from post-effective amendment No. 205 to the Registration Statement as filed with the SEC on February 26, 2016.

(5)

Incorporated herein by reference from post-effective amendment No. 126 to the Registration Statement as filed with the SEC on February 14, 2011.

(6)

Incorporated herein by reference from post-effective amendment No. 152 to the Registration Statement as filed with the SEC on February 28, 2012.

(7)

Incorporated herein by reference from post-effective amendment No. 184 to the Registration Statement as filed with the SEC on February 27, 2015.

(8)

Incorporated herein by reference from post-effective amendment No. 201 to the Registration Statement as filed with the SEC on January 8, 2016.

(9)

Incorporated herein by reference from post-effective amendment No. 132 to the Registration Statement as filed with the SEC on April 20, 2011.

(10)

Incorporated herein by reference from post-effective amendment No. 104 to the Registration Statement as filed with the SEC on February 28, 2007.

(11)

Incorporated herein by reference from post-effective amendment No. 222 to the Registration Statement as filed with the SEC on December 23, 2016.

(12)

Incorporated herein by reference from post-effective amendment No. 226 to the Registration Statement as filed with the SEC on February 28, 2017.

(13)

Incorporated herein by reference from post-effective amendment No. 227 to the Registration Statement as filed with the SEC on February 28, 2018.

(14)

Incorporated herein by reference from post-effective amendment No. 230 to the Registration Statement as filed with the SEC on January 31, 2019.

(15)

Incorporated herein by reference from post-effective amendment No. 232 to the Registration Statement as filed with the SEC on February 28, 2019.

(16)

Incorporated herein by reference from post-effective amendment No. 243 to the Registration Statement as filed with the SEC on December 20, 2019.

(17)

Incorporated herein by reference from post-effective amendment No. 248 to the Registration Statement as filed with the SEC on February 28, 2020.

(18)

To be filed by amendment.

ITEM 29. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT

Not applicable.

ITEM 30. INDEMNIFICATION

Article VII, Section 7.5 of the Registrant's Amended and Restated Agreement and Declaration of Trust provides for the indemnification of the trustees, officers, employees, agents and other controlling persons of the Registrant. The Amended and Restated Agreement and Declaration of Trust is incorporated by reference as Exhibit (a).

Section 17(h) of the Investment Company Act of 1940 provides that no instrument pursuant to which Registrant is organized or administered shall contain any provision which protects or purports to protect any trustee or officer of Registrant against any liability to Registrant or its shareholders to which he or she would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of his or her office.


Pursuant to the Distribution Agreement, Foreside Distribution Services, L.P. agrees to indemnify the Registrant, its officers, trustees, employees, and any person who controls the Trust (within the meaning of Section 15 of the Securities Act of 1933) against certain liabilities. A copy of the Registrant's Distribution Agreement is incorporated by reference as Exhibit (e)(3).

The Registrant may be party to other agreements that include indemnification, or substantially similar, provisions for the benefit of the Registrant's trustees, officers, employees and any person who controls the Trust.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to trustees, officers and controlling persons of the Registrant by the Registrant pursuant to the Registrant's organizational instruments or otherwise, the Registrant is aware that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act of 1933 and, therefore, is unenforceable.

ITEM 31. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISERS

HSBC Global Asset Management (USA) Inc., 452 Fifth Avenue, New York, New York 10018, serves as investment adviser (“Adviser”) and is a wholly-owned subsidiary of HSBC Bank USA, Inc., a New York State chartered bank, which is a wholly-owned subsidiary of HSBC USA, Inc., a registered bank holding company. Information as to the directors and officers of the Adviser, together with information as to any other business, profession, vocation or employment of a substantial nature engaged in by the directors and officers of the Adviser in the last two years, is included in its application for registration as an investment adviser on Form ADV (File No. 801-69413) filed under the Investment Advisers Act of 1940, as amended, and is incorporated by reference thereto.

Information as to the directors and officers of Westfield Capital Management Company, L.P. (“Westfield”) together with information as to any other business, profession, vocation or employment of a substantial nature engaged in by the directors and officers of Westfield in the last two years, is included in its application for registration as an investment adviser on Form ADV (File No. 801-34350) filed under the Investment Advisers Act of 1940, as amended, and is incorporated by reference thereto.

Information as to the directors and officers of HSBC Global Asset Management (UK) Limited (“HSBC UK”), together with information as to any other business, profession, vocation or employment of a substantial nature engaged in by the directors and officers of HSBC UK in the last two years, is included in its application for registration as an investment adviser on Form ADV (File No. 801-29922) filed under the Investment Advisers Act of 1940, as amended, and is incorporated by reference thereto.

ITEM 32. PRINCIPAL UNDERWRITER

(a)

Foreside Distribution Services, L.P. (the “Distributor”) serves as principal underwriter for the following investment companies registered under the Investment Company Act of 1940, as amended:

 

1.

HSBC Funds (f/k/a HSBC Investor Funds)

 

2.

Princeton Long/Short Treasury Fund, Series of Northern Lights Fund Trust

 

3.

Miles Funds, Inc. (f/k/a WB Capital Mutual Funds, Inc.)

 




(b)

The following are the Officers of the Distributor, the Registrant’s underwriter. The Distributor’s main business address is Three Canal Plaza, Suite 100, Portland, Maine 04101.


Name Address Position with Underwriter Position with Registrant
Mark A. Fairbanks Three Canal Plaza, Suite 100, Vice President None
Portland, ME 04101
 
Richard J. Berthy Three Canal Plaza, Suite 100, President and Treasurer None
Portland, ME 04101
 
Jennifer K. Di Valerio 899 Cassatt Rd., 400 Berwyn Vice President None
Park, Suite 110, Berwyn, PA
19312
 
Jennifer E. Hoopes Three Canal Plaza, Suite 100, Secretary None
Portland, ME 04101
 
Nanette K. Chern Three Canal Plaza, Suite 100, Vice President and Chief None
Portland, ME 04101 Compliance Officer

(c)

Not applicable.

ITEM 33. LOCATION OF ACCOUNTS AND RECORDS

The account books and other documents required to be maintained by the Registrant pursuant to Section 31(a) of the Investment Company Act of 1940 and the Rules thereunder will be maintained at the offices of: HSBC Global Asset Management (USA) Inc., 452 Fifth Avenue, New York, New York 10018; Citi Fund Services Ohio, Inc. 4400 Easton Commons, Suite 200, Columbus, Ohio 43219; Citi Fund Services Ohio, Inc., 800 Boylston Street, 24th Floor, Boston, MA 02199; Westfield Capital Management Company, L.P., One Financial Center, Boston, MA 02111; HSBC Global Asset Management (UK) Limited, 78 St. James's Street, London, SW1A 1EJ; Northern Trust Company, 50 South LaSalle Street, Chicago, IL 60603; DST Asset Manager Solutions, Inc. 2000 Crown Colony Drive, Quincy, MA 02169.

ITEM 34. MANAGEMENT SERVICES

Not applicable.

ITEM 35. UNDERTAKINGS

None.


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant certifies that it meets all of the requirements for effectiveness of this registration statement pursuant to Rule 485(b) under the Securities Act of 1933 and has duly caused this registration statement on Form N-1A (File No. 033-07647) (the “Registration Statement”) to be signed on its behalf by the undersigned, thereto duly authorized, in the City of New York, and State of New York on the 19th day of March, 2020.

HSBC FUNDS

By:     /s/ Richard A. Fabietti
Richard A. Fabietti
President

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities indicated as of the 19th day of March, 2020.

/s/ Richard A. Fabietti /s/ Lauren Stuntebeck
Richard A. Fabietti Lauren Stuntebeck
President Treasurer
 
       
Susan C. Gause* Susan S. Huang*
Trustee Trustee
 
       
Thomas F. Robards* Deborah Hazell*
Trustee Trustee
 
       
Marcia L. Beck*
Trustee
 
*/s/ Ioannis Tzouganatos
Ioannis Tzouganatos

* Ioannis Tzouganatos, as attorney-in-fact pursuant to a power of attorney incorporated herein by reference from post-effective amendment No. 214 to the Registration Statement as filed with the SEC on June 27, 2016.




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