Registration Nos.
033-07647
811-04782
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 28, 2017
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. 224 | [X] |
| and/or | |
| REGISTRATION STATEMENT UNDER THE | |
| INVESTMENT COMPANY ACT OF 1940 | [X] |
| Amendment No. 226 | [X] |
| (Check appropriate box or boxes) | |
HSBC FUNDS
(Exact name of registrant as specified in
charter)
4249 Easton Way, Suite 400
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 11108
(Name and address
of agent for service)
Please send copies of all communications to:
David J. Harris,
Esq.
Dechert LLP
1900 K Street, N.W.
Washington, D.C. 20006-2401
|
It is proposed that this filing will become effective: | |||
| [X] |
immediately upon filing pursuant to paragraph (b) of Rule 485 | ||
| [ ] |
on [date] 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: | |||
| [ ] |
this post-effective amendment designates a new effective date for a previously filed post-effective amendment. | ||
HSBC Global Asset Management (USA) Inc.
| MONEY MARKET FUNDS |
Class A |
Class B |
Class C |
Class D |
Class E |
Class I |
Intermediary |
Intermediary |
Class Y | ||||||||
| HSBC U.S. Government | FTRXX | HUBXX | HUMXX | HGDXX | HGEXX | HGIXX | HGGXX | HGFXX | RGYXX | ||||||||
| Money Market Fund | |||||||||||||||||
| HSBC
U.S. Treasury Money Market Fund |
HWAXX | - | HUCXX | HTDXX | HTEXX | HBIXX | HTGXX | HTFXX | HTYXX | ||||||||
THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
AN INVESTMENT IN A FUND IS NOT A DEPOSIT OF HSBC BANK USA, N.A. AND IS NOT INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY.

| HSBC Funds | Table of Contents | |||
| Summary Section | ||||
| This section summarizes each | 3 | HSBC U.S. Government Money Market Fund | ||
| Funds investment objectives, | 9 | HSBC U.S. Treasury Money Market Fund | ||
| strategies, fees, risks, and | ||||
| past performance, and | ||||
| provides other information | ||||
| about your account. | ||||
| Additional Information About the Funds
Investment Strategies and Risks | ||||
| This section provides | 15 | More About Risks and Investment Strategies | ||
| additional details about | 15 | Investment Risks of the Funds | ||
| each Funds investment | 18 | Other Information | ||
| strategies and risks. | 18 | Who May Want to Invest? | ||
| 18 | More Information About Fund Investments | |||
| 18 | Portfolio Holdings | |||
| Fund Management | ||||
| Review this section for | 19 | The Investment Adviser | ||
| details on the organizations | 20 | The Distributor, Administrator and Sub-Administrator | ||
| that provide services to | ||||
| the Funds. | ||||
| Shareholder Information | ||||
| Review this section for | 21 | Pricing of Fund Shares | ||
| details on how | 22 | Purchasing and Adding to Your Shares | ||
| shares are valued, and | 27 | Selling Your Shares | ||
| how to purchase, | 31 | Distribution Arrangements/Sales Charges | ||
| sell and exchange shares. | 33 | Distribution and Shareholder Servicing Arrangements | ||
| This section also describes | Revenue Sharing | |||
| related charges and | 34 | Exchanging Your Shares | ||
| payments of dividends | 35 | Delivery of Shareholder Documents | ||
| and distributions. | 36 | Other Information | ||
| 36 | Dividends, Distributions and Taxes | |||
| Financial Highlights | ||||
| Review this section | 39 | HSBC U.S. Government Money Market Fund | ||
| for details on | 41 | HSBC U.S. Treasury Money Market Fund | ||
| selected financial | ||||
| statements of the Funds. | ||||
2
| HSBC U.S. Government Money Market Fund |
| Summary Section |
Investment Objective
The investment objective of the HSBC U.S. Government Money Market Fund (the Fund) is to provide shareholders of the Fund with liquidity and as high a level of current income as is consistent with the preservation of capital.
Fees and Expenses of the Fund
This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund.
| Shareholder Fees (fees | Intermediary | ||||||||||||||||||
| paid directly from your | Intermediary | Service | |||||||||||||||||
| investment) | Class A | Class B | Class C | Class D | Class E | Class I | Class | Class | Class Y | ||||||||||
| Maximum Sales Charge
(load) Imposed on Purchases (as a % of offering price) |
None | None | None | None | None | None | None | None | None | ||||||||||
| Maximum Deferred Sales Charge (load) (as a % of amount redeemed) |
None | 4.00% | 1.00% | None | None | None | None | None | None | ||||||||||
| Annual Fund Operating Expenses (expenses that you pay as a |
Intermediary | ||||||||||||||||||
| percentage of the value of your | Intermediary | Service | |||||||||||||||||
| investment) | Class A | Class B | Class C* | Class D | Class E* | Class I | Class* | Class* | Class Y | ||||||||||
| Management Fee | 0.10% | 0.10% | 0.10% | 0.10% | 0.10% | 0.10% | 0.10% | 0.10% | 0.10% | ||||||||||
| Distribution (12b-1) Fee | 0.00% | 0.75% | 0.75% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | ||||||||||
| Other Expenses: | |||||||||||||||||||
| Shareholder Servicing Fee | 0.40% | 0.25% | 0.25% | 0.25% | 0.10% | 0.00% | 0.05% | 0.10% | 0.00% | ||||||||||
| Other Operating Expenses | 0.19% | 0.19% | 0.19% | 0.19% | 0.09% | 0.09% | 0.19% | 0.19% | 0.19% | ||||||||||
| Total Other Expenses | 0.59% | 0.44% | 0.44% | 0.44% | 0.19% | 0.09% | 0.24% | 0.29% | 0.19% | ||||||||||
| Total Annual Fund | |||||||||||||||||||
| Operating Expenses | 0.69% | 1.29% | 1.29% | 0.54% | 0.29% | 0.19% | 0.34% | 0.39% | 0.29% | ||||||||||
| * | During the Funds prior fiscal year, Class C Shares were not operational, and Class E Shares, Intermediary Shares and Intermediary Service Shares were operational only for a portion of the period. Therefore, these amounts have been estimated. |
3
| HSBC U.S. Government Money Market Fund |
| Summary Section |
Example
This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Funds operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
| 1 Year | 3 Years | 5 Years | 10 Years | ||||||
| Class A Shares | $70 | $221 | $384 | $859 | |||||
| Class B Shares | $531 | $609 | $708 | $1,239 | |||||
| Class C Shares | $231 | $409 | $708 | $1,168 | |||||
| Class D Shares | $55 | $173 | $302 | $677 | |||||
| Class E Shares | $30 | $93 | $163 | $368 | |||||
| Class I Shares | $19 | $61 | $107 | $243 | |||||
| Intermediary Shares | $35 | $109 | $191 | $431 | |||||
| Intermediary Service Shares | $40 | $125 | $219 | $493 | |||||
| Class Y Shares | $30 | $93 | $163 | $368 |
For the share classes listed below, you would pay the following expenses if you did not redeem your shares:
| 1 Year | 3 Years | 5 Years | 10 Years | ||||||
| Class B Shares | $131 | $409 | $708 | $1,239 | |||||
| Class C Shares | $131 | $409 | $708 | $1,168 |
Principal Investment Strategies
The Fund is a government money market fund and seeks to maintain a stable price of $1.00 per share. The Fund seeks to achieve its investment objective by investing at least 99.5% of its total assets in cash, securities issued or guaranteed by the United States or certain U.S. government agencies or instrumentalities (U.S. Government Securities) and/or repurchase agreements that are collateralized fully by these types of obligations. In addition, the Fund must invest, under normal circumstances, at least 80% of its net assets, plus any borrowings for investment purposes, in U.S. Government Securities and repurchase agreements collateralized fully by these types of obligations. The Fund will invest in securities with maturities of (or deemed maturities of) 397 days or less and will maintain a dollar-weighted average portfolio maturity of 60 days or less and a dollar-weighted average portfolio life of 120 days or less.
The Fund invests exclusively in issues of the U.S. Treasury, such as bills, notes and bonds, and issues of U.S. government agencies and instrumentalities established under the authority of an Act of Congress. This includes securities of various U.S. government agencies, which while chartered or sponsored by Acts of Congress, are neither issued nor guaranteed by the U.S. Treasury. The Fund may invest in, among other things, obligations that are supported by the full faith and credit of the United States (e.g., obligations guaranteed by the Government National Mortgage Association); supported by the right of the issuer to borrow from the U.S. Treasury (e.g., obligations of the Federal National Mortgage Association); or supported only by the credit of the agency or instrumentality (e.g., obligations of the Federal Farm Credit Bank). The Fund may also invest in repurchase agreements that are collateralized by U.S. Government Securities, as described above.
In purchasing and selling securities for the Fund, portfolio managers consider the credit analysis performed by HSBC Global Asset Management (USA) Inc., the Funds investment adviser (the Adviser). Portfolio managers select investments from an approved credit list compiled by the Advisers global credit analysts, who have conducted an independent qualitative and quantitative review of each issuer on the list. Safety is prioritized, with additional emphasis placed on liquidity and yield.
4
| HSBC U.S. Government Money Market Fund |
| Summary Section |
Principal Investment Risks
The Fund has the following principal investment risks:
| ● |
Debt Instruments Risk: The risks of investing in debt instruments include: |
| ● |
Credit
Risk: The Fund could lose
money if an issuer or guarantor of a debt instrument is unable or
unwilling to make or perceived to be unable or unwilling to make timely
payments of interest or principal or enters bankruptcy. The issuer or
guarantor could also suffer a rapid decrease in credit quality rating,
which would adversely affect the volatility of the value and liquidity of
the investment. |
| ● |
Interest Rate
Risk: Fluctuations in
interest rates may affect the yield, liquidity and value of investments in
income producing or debt instruments. Generally, if interest rates rise,
the value of such investments will fall. The risks associated with rising
interest rates are heightened given that interest rates are near historic
lows, but may increase in the future with unpredictable effects on the
markets and the Funds investments. |
| ● |
Inventory Risk: The market-making capacity in debt markets has declined as a result of reduced broker-dealer inventories relative to fund assets, reduced broker-dealer proprietary trading activity and increased regulatory capital requirements for financial institutions such as banks. Because market makers provide stability to a market through their intermediary services, a significant reduction in dealer market-making capacity has the potential to decrease liquidity and increase volatility in the debt markets. A decrease in liquidity may affect the ability of the Fund to pay redemption proceeds within the allowable time period. |
| ● |
Market
Risk: The value of the
Funds investments may decline due to changing economic, political,
social, regulatory or market conditions. Market risk may affect a single
issuer, industry or section of the economy or it may affect the economy as
a whole. |
| ● |
Repurchase
Agreements: If the seller
in a repurchase agreement defaults on its obligation to repurchase the
underlying securities at a time when the value of these securities has
declined, the Fund may incur a loss upon disposition of the securities.
There is also a risk that the seller of the agreement may become insolvent
and subject to liquidation. |
| ● |
Stable NAV
Risk: The Fund may not be
able to maintain a net asset value (NAV) per share of $1.00 (a Stable
NAV) at all times. The failure of other money market funds to maintain a
Stable NAV (or the perceived threat of such a failure) could adversely
affect the Funds NAV. Shareholders of the Fund should not rely on or
expect the Adviser or an affiliate to help the Fund maintain a Stable NAV.
|
| ● | U.S. Government Securities Risk: There are different types of U.S. Government Securities with different levels of credit risk. U.S. Government Securities issued or guaranteed by the U.S. Treasury and/or supported by the full faith and credit of the United States have the lowest credit risk. A U.S. government-sponsored entity, although chartered or sponsored by an Act of Congress, may issue securities that are neither insured nor guaranteed by the U.S. Treasury and are riskier than those that are. |
Risk is inherent in all investing. You could lose money by investing in the Fund. Although the Fund seeks to preserve the value of your investment at $1.00 per share, it cannot guarantee it will do so. An investment in the Fund is not a deposit of HSBC Bank USA, N.A. and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. The Funds sponsor has no legal obligation to provide financial support to the Fund, and you should not expect that the sponsor will provide financial support to the Fund at any time.
5
| HSBC U.S. Government Money Market Fund |
| Summary Section |
Performance Bar Chart and Table
The bar chart and table below provide an indication of the risks of an investment in the Fund by showing changes in the Funds year to year performance and by showing how the Funds average annual returns compare with those of an average for a peer group of similar funds. Past performance does not indicate how the Fund will perform in the future.
The bar chart below shows the Funds annual returns for Class Y Shares and how performance has varied from year to year. The returns for the Funds other share classes will differ from the returns of the Class Y Shares shown in the bar chart because the expenses of the classes differ.
Annual Total Returns as of 12/31 for
Class Y Shares
Bar chart assumes reinvestment of dividends and distributions*

| Best Quarter: | Q2 2007 | 1.25% | ||
| Worst Quarter: | Q1 2013 | 0.00% |
| * | Previously, the bar chart above showed the Funds annual returns for Class A Shares. Annual returns for Class Y Shares are used because Class Y Shares have more assets than any other share class. |
6
| HSBC U.S. Government Money Market Fund |
| Summary Section |
Performance Bar Chart and Table (continued)
The table below lists the average annual total returns for each class of shares for various time periods and compares the Funds performance over time to that of the Lipper U.S. Government Money Market Funds Average (Lipper U.S. Government Average). The total return of the Lipper U.S. Government Average does not include the effect of sales charges. As of December 31, 2016, the 7-day yields of the Funds Class A, Class B, Class D, Class E, Class I, Intermediary, Intermediary Service and Class Y Shares were 0.01%, 0.01%, 0.09%, 0.18%, 0.45%, 0.39%, 0.39% and 0.34%, respectively. For current yield information on the Fund, call 1-800-782-8183.
Past performance is not an indication of how the Fund will perform in the future.
Average Annual Total Returns^ (for the periods ended December 31, 2016)
| Inception | Since | ||||||||||
| Date | 1 Year | 5 Years | 10 Years | Inception | |||||||
| Class A Shares | May 3, 1990 | 0.01% | 0.02% | 0.62% | 2.58% | ||||||
| Class B Shares | |||||||||||
| (with applicable CDSC) | Sept. 11, 1998 | -3.99% | 0.02% | 0.57% | 1.46% | ||||||
| Class C Shares(1) | |||||||||||
| (with applicable CDSC) | Nov. 20, 2006 | N/A | N/A | N/A | 1.39% | ||||||
| Class D Shares | Apr. 1, 1999 | 0.02% | 0.02% | 0.65% | 1.62% | ||||||
| Class E Shares(1) | July 12, 2016 | N/A | N/A | N/A | 0.14% | ||||||
| Class I Shares(1) | Dec. 24, 2003 | 0.26% | 0.07% | N/A | 1.00% | ||||||
| Intermediary Shares(1) | July 12, 2016 | N/A | N/A | N/A | 0.16% | ||||||
| Intermediary Service Shares(1) | July 12, 2016 | N/A | N/A | N/A | 0.14% | ||||||
| Class Y Shares | July 1, 1996 | 0.15% | 0.04% | 0.73% | 2.21% | ||||||
| Lipper U.S. Government Money | |||||||||||
| Market Funds Average | | 0.03% | 0.02% | 0.66% | 2.62%(2) |
| ^ | During the year ended December 31, 2007, the Fund received a one-time reimbursement from the Adviser related to past marketing arrangements. During the year ended December 31, 2010, the Fund also received a one-time payment in respect of a class action settlement. As a result, the Funds total returns for the years ended December 31, 2007 and 2010 were higher than they would have been had the Fund not received these payments. |
| (1) | Class C, Class E, Class I, Intermediary and Intermediary Service Shares were operational only during a portion of the period since inception. The Since Inception return performance is for the period of time the Classes had operations. The 1 year, 5 years and 10 years average annual return and 7-day yield information is not provided for Class C Shares because there were no Class C shareholders as of December 31, 2016. |
| (2) |
Since May 31, 1990. |
7
| HSBC U.S. Government Money Market Fund |
| Summary Section |
Investment Adviser
HSBC Global Asset Management (USA) Inc. is the Funds investment adviser.
Purchasing and Selling Your Shares
Generally, you may purchase or redeem Fund shares on any business day by mail (HSBC Funds, P.O. Box 8106, Boston, MA 02266-8106), wire transfer, or telephone at 1-800-782-8183. Class C Shares are not offered for sale, but are offered as an exchange option for Class B shareholders and Class C shareholders of certain other HSBC Funds. Purchases and redemptions of Class I Shares, Class E Shares, Intermediary Shares and Intermediary Service Shares may only be made via wire transfer. Investors who wish to purchase, exchange or redeem Fund shares through a broker-dealer should contact the broker-dealer directly.
| Minimum | Minimum | ||||||||
| Initial | Subsequent | ||||||||
| Class A and Class D Shares | Investment | Investment | |||||||
| Regular (non-retirement) | $ | 1,000 | $ | 100 | |||||
| Retirement (IRA) | $ | 250 | $ | 100 | |||||
| Automatic Investment Plan | $ | 250 | $ | 25 | |||||
| Class C Shares | $ | 0 | $ | 0 | |||||
| Class E Shares | $ | 10,000,000 | $ | 0 | |||||
| Class I Shares | $ | 25,000,000 | $ | 5,000,000 | |||||
| Intermediary Shares | $ | 20,000,000 | $ | 0 | |||||
| Intermediary Service Shares | $ | 10,000,000 | $ | 0 | |||||
| Class Y | $ | 5,000,000 | $ | 0 | |||||
Class B Shares may no longer be purchased or acquired by any new or existing Class B shareholder, except through dividend and/or capital gains reinvestment.
Tax Information
The Fund intends to declare dividends from net investment income daily and pay such dividends monthly. Net long-term capital gains, if any, will be distributed on an annual basis. The Funds distributions are taxable, and will be taxed as ordinary income or capital gains, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account. Such tax-deferred arrangements may be taxed later upon withdrawal of monies from those arrangements.
Payments to Broker-Dealers and Other Financial Intermediaries
If you purchase shares of the Fund through a financial intermediary, such as a broker-dealer or investment adviser, the Fund, the Adviser, the distributor and/or their affiliates may pay the intermediary for the sale of Fund shares and related services. These payments create a conflict of interest by influencing the broker-dealer or other financial intermediary and your salesperson to recommend the Fund over another investment. Ask your financial intermediary or visit your financial intermediarys Web site for more information.
8
| HSBC U.S. Treasury Money Market Fund |
| Summary Section |
Investment Objective
The investment objective of the HSBC U.S. Treasury Money Market Fund (the Fund) is to provide as high a level of current income as is consistent with the preservation of capital and liquidity.
Fees and Expenses of the Fund
This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund.
| Shareholder Fees (fees | Intermediary | ||||||||||||||||
| paid directly from your | Intermediary | Service | |||||||||||||||
| investment) | Class A | Class C | Class D | Class E | Class I | Class | Class | Class Y | |||||||||
| Maximum Sales Charge (load) Imposed on Purchases (as a % of offering price) |
None | None | None | None | None | None | None | None | |||||||||
| Maximum Deferred Sales
Charge (load) (as a % of amount redeemed) |
None | 1.00% | None | None | None | None | None | None | |||||||||
| Annual Fund
Operating Expenses (expenses that you pay as a |
Intermediary | ||||||||||||||||
| percentage of the value of your | Intermediary | Service | |||||||||||||||
| investment) | Class A* | Class C* | Class D | Class E* | Class I | Class* | Class* | Class Y | |||||||||
| Management Fee | 0.10% | 0.10% | 0.10% | 0.10% | 0.10% | 0.10% | 0.10% | 0.10% | |||||||||
| Distribution (12b-1) Fee | 0.00% | 0.75% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | |||||||||
| Other Expenses: | |||||||||||||||||
| Shareholder Servicing Fee | 0.40% |
0.25% | 0.25% | 0.10% | 0.00% | 0.05% | 0.10% | 0.00% | |||||||||
| Other Operating Expenses | 0.20% | 0.20% | 0.20% | 0.10% | 0.10% | 0.20% | 0.20% | 0.20% | |||||||||
| Total Other Expenses | 0.60% | 0.45% | 0.45% | 0.20% | 0.10% | 0.25% | 0.30% | 0.20% | |||||||||
| Total Annual Fund | |||||||||||||||||
| Operating Expenses | 0.70% | 1.30% | 0.55% | 0.30% | 0.20% | 0.35% | 0.40% | 0.30% | |||||||||
| * | During the Funds prior fiscal year, Class A Shares and Class C Shares were not operational, and Class E Shares, Intermediary Shares and Intermediary Service Shares were operational only for a portion of the period. Therefore, these amounts have been estimated. |
9
| HSBC U.S. Treasury Money Market Fund |
| Summary Section |
Example
This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Funds operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
| 1 Year | 3 Years | 5 Years | 10 Years | ||||||
| Class A Shares | $72 | $224 | $390 | $871 | |||||
| Class C Shares | $232 | $412 | $713 | $1,180 | |||||
| Class D Shares | $56 | $176 | $307 | $689 | |||||
| Class E Shares | $31 | $97 | $169 | $381 | |||||
| Class I Shares | $20 | $64 | $113 | $255 | |||||
| Intermediary Shares | $36 | $113 | $197 | $443 | |||||
| Intermediary Service Shares | $41 | $128 | $224 | $505 | |||||
| Class Y Shares | $31 | $97 | $169 | $381 |
For the share classes listed below, you would pay the following expenses if you did not redeem your shares:
| 1 Year | 3 Years | 5 Years | 10 Years | ||||||
| Class C Shares | $132 | $412 | $713 | $1,180 |
Principal Investment Strategies
The Fund is a government money market fund and seeks to maintain a stable price of $1.00 per share. The Fund seeks to achieve its investment objective by investing, under normal market conditions, exclusively in direct obligations of the U.S. Treasury. The Fund will invest in securities with maturities of (or deemed maturities of) 397 days or less and will maintain a dollar-weighted average portfolio maturity of 60 days or less and a dollar-weighted average portfolio life of 120 days or less.
The U.S. Treasury issues various types of marketable securities consisting of bills, notes, bonds and other debt securities. The Fund will not invest in securities issued or guaranteed by agencies or instrumentalities of the U.S. government, will not enter into loans of its portfolio securities and will not, under normal conditions, invest in repurchase agreements.
Under adverse market conditions, the Fund may temporarily invest in repurchase agreements collateralized by U.S. Treasury obligations. These securities may entail more risk than the types of securities in which the Fund typically invests. Additionally, as an alternative to investing in negatively yielding securities, the Fund may also elect to hold uninvested cash with the Funds custodian.
In purchasing and selling securities for the Fund, portfolio managers consider the credit analysis performed by HSBC Global Asset Management (USA) Inc., the Funds investment adviser (the Adviser). Portfolio managers select investments from an approved credit list compiled by the Advisers global credit analysts, who have conducted an independent qualitative and quantitative review of each issuer on the list. Safety is prioritized.
10
| HSBC U.S. Treasury Money Market Fund |
| Summary Section |
Principal Investment Risks
The Fund has the following principal investment risks:
| ● | Debt Instruments Risk: The risks of investing in debt instruments
include: | |
| ● | Credit Risk: The Fund could lose money if an issuer or
guarantor of a debt instrument is unable or unwilling to make or perceived
to be unable or unwilling to make timely payments of interest or
principal. The issuer or guarantor could also suffer a rapid decrease in
credit quality rating, which would adversely affect the volatility of the
value and liquidity of the investment. | |
| ● | Interest Rate Risk: Fluctuations in interest rates may affect
the yield, liquidity and value of investments in income producing or debt
instruments. Generally, if interest rates rise, the value of such
investments will fall. The risks associated with rising interest rates are
heightened given that interest rates are near historic lows, but may
increase in the future with unpredictable effects on the markets and the
Funds investments. | |
| ● | Inventory Risk: The market-making capacity in debt markets
has declined as a result of reduced broker-dealer inventories relative to
fund assets, reduced broker-dealer proprietary trading activity and
increased regulatory capital requirements for financial institutions such
as banks. Because market makers provide stability to a market through
their intermediary services, a significant reduction in dealer
market-making capacity has the potential to decrease liquidity and
increase volatility in the debt markets. A decrease in liquidity may
affect the ability of the Fund to pay redemption proceeds within the
allowable time period. | |
| ● | Market Risk: The value of the Funds investments may
decline due to changing economic, political, social, regulatory or market
conditions. Market risk may affect a section of the economy or it may
affect the economy as a whole. | |
| ● | Stable NAV Risk: The Fund may not be able to maintain a net asset value (NAV) per share of $1.00 (a Stable NAV) at all times. The failure of other money market funds to maintain a Stable NAV (or the perceived threat of such a failure) could adversely affect the Funds NAV. Shareholders of the Fund should not rely on or expect the Adviser or an affiliate to help the Fund maintain a Stable NAV. | |
Risk is inherent in all investing. You could lose money by investing in the Fund. Although the Fund seeks to preserve the value of your investment at $1.00 per share, it cannot guarantee it will do so. An investment in the Fund is not a deposit of HSBC Bank USA, N.A. and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. The Funds sponsor has no legal obligation to provide financial support to the Fund, and you should not expect that the sponsor will provide financial support to the Fund at any time.
11
| HSBC U.S. Treasury Money Market Fund |
| Summary Section |
Performance Bar Chart and Table
The bar chart and table below provide an indication of the risks of an investment in the Fund by showing changes in the Funds year to year performance and by showing how the Funds average annual returns compare with those of an average for a peer group of similar funds. Past performance does not indicate how the Fund will perform in the future.
The bar chart below shows the Funds annual returns for Class Y Shares and how performance has varied from year to year. The returns for the Funds other share classes will differ from the returns of the Class Y Shares shown in the bar chart because the expenses of the classes differ.
Annual Total Returns as of 12/31 for
Class Y Shares
Bar chart assumes reinvestment of dividends and
distributions

| Best Quarter: | Q1 2007 | 1.18% | |||
| Worst Quarter: | Q3 2015 | 0.00% |
12
| HSBC U.S. Treasury Money Market Fund |
| Summary Section |
Performance Bar Chart and Table (continued)
The table below lists the average annual total returns for each class of shares for various time periods and compares the Funds performance over time to that of the Lipper U.S. Treasury Money Market Funds Average (Lipper U.S. Treasury Average). The total return of the Lipper U.S. Treasury Average does not include the effect of sales charges. As of December 31, 2016, the 7-day yields of the Funds Class D, Class E, Class I, Intermediary, Intermediary Service and Class Y Shares were 0.03%, 0.37%, 0.39%, 0.37%, 0.33% and 0.28%, respectively. For current yield information on the Fund, call 1-800-782-8183.
Past performance is not an indication of how the Fund will perform in the future.
Average Annual Total Returns^ (for the periods ended December 31, 2016)
| Inception | Since | ||||||||||
| Date | 1 Year | 5 Years | 10 Years | Inception | |||||||
| Class A Shares(1) | May 24, 2001 | N/A | N/A | N/A | 1.08% | ||||||
| Class C Shares | |||||||||||
| (with applicable CDSC)(1) | Dec. 24, 2003 | N/A | N/A | N/A | 0.04% | ||||||
| Class D Shares | May 14, 2001 | 0.00% | 0.00% | 0.51% | 0.97% | ||||||
| Class E Shares(1) | July 12, 2016 | N/A | N/A | N/A | 0.17% | ||||||
| Class I Shares(1) | Dec. 30, 2003 | 0.17% | 0.04% | 0.61% | 1.10% | ||||||
| Intermediary Shares(1) | July 12, 2016 | N/A | N/A | N/A | 0.17% | ||||||
| Intermediary Service Shares(1) | July 12, 2016 | N/A | N/A | N/A | 0.14% | ||||||
| Class Y Shares | May 11, 2001 | 0.07% | 0.02% | 0.57% | 1.10% | ||||||
| Lipper U.S. Treasury Money | |||||||||||
| Market Funds Average | | 0.04% | 0.01% | 0.54% | 1.02%(2) |
| ^ | During the year ended December 31, 2007, the Fund received a one-time reimbursement from the Adviser related to past marketing arrangements. During the year ended December 31, 2010, the Fund also received a one-time payment in respect of a class action settlement. As a result, the Funds total returns for the years ended December 31, 2007 and 2010 were higher than they would have been had the Fund not received these payments. |
| (1) | Class A, Class C, Class E, Class I, Intermediary and Intermediary Service Shares were operational only during a portion of the period since inception. The Since Inception return performance is for the period of time the Classes had operations. The 1 year, 5 years and 10 years average annual return and 7 day yield information is not provided for Class A or Class C Shares because there were no Class A or Class C shareholders as of December 31, 2016. |
| (2) | Since May 31, 2001. |
13
| HSBC U.S. Treasury Money Market Fund |
| Summary Section |
Investment Adviser
HSBC Global Asset Management (USA) Inc. is the Funds investment adviser.
Purchasing and Selling Your Shares
Generally, you may purchase or redeem Fund shares on any business day by mail (HSBC Funds, P.O. Box 8106, Boston, MA 02266-8106), wire transfer, or telephone at 1-800-782-8183. Class C Shares are not offered for sale, but are offered as an exchange option for Class B shareholders and Class C shareholders of certain other HSBC Funds. Purchases and redemptions of Class I Shares, Class E Shares, Intermediary Shares and Intermediary Service Shares may only be made via wire transfer. Investors who wish to purchase, exchange or redeem Fund shares through a broker-dealer should contact the broker-dealer directly.
| Minimum | Minimum | ||||||||
| Initial | Subsequent | ||||||||
| Class A and Class D Shares | Investment | Investment | |||||||
| Regular (non-retirement) | $ | 1,000 | $ | 100 | |||||
| Retirement (IRA) | $ | 250 | $ | 100 | |||||
| Automatic Investment Plan | $ | 250 | $ | 25 | |||||
| Class C Shares | $ | 0 | $ | 0 | |||||
| Class E Shares | $ | 10,000,000 | $ | 0 | |||||
| Class I Shares | $ | 25,000,000 | $ | 5,000,000 | |||||
| Intermediary Shares | $ | 20,000,000 | $ | 0 | |||||
| Intermediary Service Shares | $ | 10,000,000 | $ | 0 | |||||
| Class Y Shares | $ | 5,000,000 | $ | 0 | |||||
Tax Information
The Fund intends to declare dividends from net investment income daily and pay such dividends monthly. Net long-term capital gains, if any, will be distributed on an annual basis. The Funds distributions are taxable, and will be taxed as ordinary income or capital gains, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account. Such tax-deferred arrangements may be taxed later upon withdrawal of monies from those arrangements.
Payments to Broker-Dealers and Other Financial Intermediaries
If you purchase shares of the Fund through a financial intermediary, such as a broker-dealer or investment adviser, the Fund, the Adviser, the distributor and/or their affiliates may pay the intermediary for the sale of Fund shares and related services. These payments create a conflict of interest by influencing the broker-dealer or other financial intermediary and your salesperson to recommend the Fund over another investment. Ask your financial intermediary or visit your financial intermediarys Web site for more information.
14
| Additional Information About the Funds |
| Investment Strategies and Risks |
More About Risks and Investment Strategies
Each Fund is a series of the HSBC Funds (the Trust). The investment objective and strategies of each Fund are non-fundamental and may be changed without shareholder approval. Shareholders will be given advance notice of material changes to a Funds investment objective or other non-fundamental investment policies. If there is a change in the investment objective or strategies of a Fund, shareholders should consider whether the Fund remains an appropriate investment in light of their current financial position and needs. There can be no assurance that the investment objective of a Fund will be achieved.
Each Fund intends to be a government money market fund under Rule 2a-7 under the Investment Company Act of 1940, as amended (1940 Act). Government money market funds are money market funds that invest at least 99.5% of their total assets in cash, securities issued or guaranteed by the United States or certain U.S. government agencies or instrumentalities (U.S. Government Securities), and/or repurchase agreements that are collateralized fully by these types of obligations. Government money market funds are exempt from provisions under Rule 2a-7 that: (1) require a four digit floating net asset value (NAV) per share and (2) permit the imposition of a liquidity fee and/or redemption gate. In addition, the HSBC U.S. Government Money Market Fund must invest, under normal circumstances, at least 80% of its net assets, plus any borrowings for investment purposes, in U.S. Government Securities and repurchase agreements collateralized fully by these types of obligations. The HSBC U.S. Treasury Money Market Fund must invest, under normal circumstances, at least 80% of its net assets, plus any borrowings for investment purposes, in direct obligations of the U.S. Treasury. However, under normal market conditions, the HSBC U.S. Treasury Money Market Fund intends to invest exclusively in direct obligations of the U.S. Treasury. The investment policies to invest at least 80% of net assets, plus any borrowings for investment purposes, in the particular type of securities suggested by a Funds name exclude cash. Moreover, these investment policies are not fundamental and may be changed by the Board of Trustees of the Trust upon 60 days notice to Fund shareholders.
Investment Risks of the Funds
Investments in the Funds are subject to investment risks, including the possible loss of the principal amount invested. This section provides more detailed information about the Funds principal investments and risks. This prospectus does not disclose all the types of securities or investment strategies that the Funds may use. The Funds Statement of Additional Information (SAI) provides more detailed information about the securities, investment policies and risks described in this prospectus.
Each Fund expects to use the amortized cost method of valuation to seek to maintain an NAV of $1.00 per share (a Stable NAV), but there is no assurance that the Funds will be able to do so on a continuous basis. The Funds performance per share will change daily based on many factors, including the quality of the instruments in each Funds investment portfolio, national and international economic conditions and general market conditions.
An investment in the Funds is neither insured nor guaranteed by the U.S. government. Shares of a Fund are not deposits or obligations of, or guaranteed or endorsed by, HSBC Bank USA, N.A. or any other bank, and are not federally insured by the Federal Deposit Insurance Corporation, the Federal Reserve Board, or any other agency. A Funds sponsor has no legal obligation to provide financial support to a Fund, and you should not expect that the sponsor will provide financial support to a Fund at any time.
As a government money market fund, each Fund must meet the requirements of Rule 2a-7 under the 1940 Act. This Rule imposes strict requirements on the investment quality, liquidity, maturity, and diversification of each Funds investments. Under Rule 2a-7, each Funds investments must have a remaining maturity of (or a deemed remaining maturity of) no more than 397 days and each Fund must maintain a dollar-weighted average maturity that does not exceed 60 days and a dollar-weighted average portfolio life of 120 days or less.
15
| Additional Information About the Funds |
| Investment Strategies and Risks |
Investment Risks of the Funds (continued)
Certain HSBC fund-of-funds and other investment products and institutional investors are permitted to invest in the Funds. As a result, the Funds may have large inflows or outflows of cash from time to time. This could have adverse effects on a Funds performance if the Fund were required to sell securities or invest cash (or leave cash uninvested) at times when it otherwise would not do so. This activity could also accelerate the realization of capital gains or losses and increase a Funds transaction costs.
There can be no assurance that the investment objectives of each Fund will be achieved. In addition, each Funds investment policies, as well as the relatively short maturity of obligations purchased by the Funds, may result in frequent changes in each Funds portfolio, which may give rise to taxable gains or losses and reduce investment returns.
During adverse market conditions or when the Adviser believes there is an insufficient supply of appropriate money market instruments in which to invest, a Fund may temporarily hold uninvested cash in lieu of such investments. During periods when such temporary or defensive positions are held, a Fund may be unable to pursue its investment objective. Such positions may also subject a Fund to additional risks, such as increased exposure to cash held at a custodian bank, as well as fees and other costs.
Each of the Funds is subject to one or more of the following investment risks:
| ● Principal Risk | U.S. Government | U.S. Treasury |
| * Additional Risk | Money Market Fund | Money Market Fund |
| Risk | ||
| Debt Instruments Risk | ● | ● |
| Large Scale Redemption Risk | * | * |
| Market Risk | ● | ● |
| Repurchase Agreements | ● | * |
| Stable NAV Risk | ● | ● |
| U.S. Government Securities Risk | ● |
| ● | Debt Instruments Risk: The risks of investing in debt instruments
include: | |
| ● | Credit Risk: A Fund could lose money if an issuer or
guarantor of a debt instrument is unable or unwilling to make timely
payments of interest or principal or enters bankruptcy. Furthermore, the
value of a debt instrument may decline if the market believes that the
issuer or guarantor is unable or unwilling to make such payments on time.
Changes in economic conditions could cause issuers or guarantors of these
instruments to be unable or unwilling to meet their financial
obligations. | |
| ● |
Interest Rate
Risk: Fluctuations in
interest rates may affect the yield, liquidity and value of investments in
income-producing or debt instruments. Generally, if interest rates rise,
the value of such investments will fall. During periods of falling
interest rates, borrowers may pay off their debt sooner than expected,
forcing the reinvestment of principal proceeds at lower interest rates,
resulting in less interest income. Conversely, during periods of rising
interest rates, borrowers may pay off their debt later than expected,
thereby preventing reinvestment of principal proceeds at higher interest
rates, increasing a Funds sensitivity to changes in interest rates and
resulting in less income to the Fund than potentially available. Interest
rate changes can be sudden and unpredictable, and a Fund may lose money if
these changes are not anticipated by the Adviser. A wide variety of
factors can cause interest rates to rise (e.g., central bank monetary policies, inflation rates, general economic
conditions, etc.). The risks associated with rising interest rates are
heightened given that interest rates are near historic lows, but may
increase in the future with unpredictable effects on the markets and a
Funds investments. | |
|
Following the financial crisis in 2007, the Board of Governors of the Federal Reserve System (the Federal Reserve) has attempted to stabilize the U.S. economy and support the U.S. economic recovery by keeping the federal funds rate at or near zero percent. However, as the Federal Reserve raises the federal funds rate, these policy changes may expose debt instrument and related markets to heightened volatility and may reduce liquidity for certain Fund investments, which could cause the value of a Funds investments and share price to decline. To the extent a Fund experiences high redemptions because of these policy changes, a Fund may experience increased portfolio turnover, which will increase the costs that a Fund incurs and may lower a Funds performance. The liquidity levels of a Funds portfolio may also be affected. | ||
16
| Additional Information About the Funds |
| Investment Strategies and Risks |
Investment Risks of the Funds (continued)
| ● | Inventory Risk:
The market-making capacity in debt markets has declined as a result of
reduced broker-dealer inventories relative to fund assets, reduced
broker-dealer proprietary trading activity and increased regulatory
capital requirements for financial institutions such as banks. Because
market makers provide stability to a market through their intermediary
services, a significant reduction in dealer market-making capacity has the
potential to decrease liquidity and increase volatility in the debt
markets. A decrease in liquidity may negatively affect the ability of a
Fund to pay redemption proceeds within the allowable time
period. | |
| ● | Large Scale Redemption
Risk: Certain HSBC fund-of-funds
and other investment products and institutional investors are permitted to
invest in the Funds. As a result, the Funds may experience redemptions
resulting in large outflows of cash from time to time. This could have
adverse effects on a Funds performance if the Fund were required to sell
securities at times when it otherwise would not do so. This activity could
also accelerate the realization of capital gains or losses and increase a
Funds transaction costs or decrease the liquidity of a Funds portfolio.
Similarly, large purchases of Fund shares may adversely affect a Funds
performance to the extent that the Fund is delayed in investing new cash
and is required to maintain a larger cash position than it ordinarily
would. Although large shareholder transactions may be more frequent under
certain circumstances, a Fund is generally subject to the risk that a
large shareholder can purchase or redeem a significant percentage of Fund
shares at any time. Moreover, a Fund is subject to the risk that other
shareholders may make investment decisions based on the choices of a large
shareholder, which could exacerbate any potential negative effects
experienced by a Fund. | |
| ● | Market Risk: The value of a Funds investments may
decline due to changing economic, political, social, regulatory or market
conditions. Issuer, political, economic, regulatory, social or market
developments can affect a single issuer, issuers within an industry or
economic sector or geographic region, or the market as a whole. In the
short term, a Funds investments can fluctuate dramatically in response to
these developments. Different parts of the market and different types of
securities can react differently to these developments. Moreover, the
conditions in one country or geographic region could adversely affect a
Funds investments in a different country or geographic region due to
increasingly interconnected global economies and financial markets.
| |
| ● | Repurchase Agreements: The use of repurchase agreements, in which a party buys a security
from another party (seller) and the seller agrees to repurchase the
security at an agreed-upon date and price (which reflects a market rate of
interest), involves certain risks. If the seller in a repurchase agreement
defaults on its obligation to repurchase the underlying securities at a
time when the value of these securities has declined, a Fund may incur a
loss upon disposition of the securities. The Funds may also suffer time
delays and incur expenses in connection with the disposition of the
securities. There is also a risk that the seller of the agreement may
become insolvent and subject to liquidation. | |
| ● | Stable NAV Risk: Each Fund expects to use the amortized cost method of valuation to
seek to maintain a Stable NAV. However, the Funds may not be able to
maintain a Stable NAV. If any money market fund fails to maintain a Stable
NAV (or if there is a perceived threat of such a failure), other money
market funds, including the Funds, could be subject to increased
redemption activity, which could adversely affect the Funds NAV.
Shareholders of the Funds should not rely on or expect the Adviser or an
affiliate to purchase distressed assets from the Funds, make capital
infusions into the Funds, enter into capital support agreements with the
Funds or take other actions to help the Funds maintain a Stable
NAV. | |
| ● | U.S. Government Securities Risk: There are different types of U.S. Government Securities with different levels of credit risk. Some U.S. Government Securities are issued or guaranteed by the U.S. Treasury and are supported by the full faith and credit of the United States. Other types of U.S. Government Securities are supported by the full faith and credit of the United States (but not issued by the U.S. Treasury). These securities have the lowest credit risk. Still other types of U.S. Government Securities are: (1) supported by the ability of the issuer to borrow from the U.S. Treasury; (2) supported only by the credit of the issuing agency, instrumentality or government-sponsored corporation; (3) supported by pools of assets (e.g., mortgage-backed securities); or (4) supported by the United States in some other way. Certain U.S. Government Securities are riskier than others. The relative level of risk depends on the nature of the particular security and government support. A U.S. government-sponsored entity, although chartered or sponsored by an Act of Congress, may issue securities that are neither insured nor guaranteed by the U.S. Treasury and are riskier than those that are. Regarding certain federal agency securities or government sponsored entity securities (such as debt securities or mortgage-backed securities issued by Federal National Mortgage Association (Fannie Mae), Federal Home Loan Mortgage Corporation (Freddie Mac), Federal Home Loan Banks, and other government sponsored agencies), investors should be aware that although the issuer may be chartered or sponsored by an Act of Congress, the issuer is not funded by congressional appropriations, and its securities are neither guaranteed nor insured by the U.S. Treasury. Fannie Mae and Freddie Mac have been operating under conservatorship, with the Federal Housing Finance Agency acting as their conservator, since September 2008. This risk does not apply to the HSBC U.S. Treasury Money Market Fund, which normally invests only in obligations of the U.S. Treasury and does not invest in obligations issued or guaranteed by agencies or instrumentalities of the U.S. government. | |
17
| Additional Information About the Funds |
| Investment Strategies and Risks |
Other Information
To the extent authorized by law, each Fund reserves the right to discontinue offering shares at any time, merge, reorganize itself or any class of shares or cease operations and liquidate.
Who May Want To Invest?
Consider investing in the Funds if you are:
| ● | Seeking preservation of capital |
| ● | Investing for short-term needs |
| ● | Have a very low risk tolerance |
| ● | Willing to accept lower potential returns in
exchange for a higher degree of safety |
| The Funds will not be appropriate
for anyone: | |
| ● | Seeking high total returns |
| ● | Pursuing a long-term goal or investing for retirement |
More Information About Fund Investments
This prospectus describes the Funds principal strategies, and the Funds will normally invest in the types of securities described in this prospectus. However, in addition to the investments and strategies described in this prospectus, each Fund also may invest in other securities and engage in other investment practices. These securities and investment practices, as well as those described in this prospectus, are described in detail in the SAI. Of course, a Fund cannot guarantee that it will achieve its investment goal.
Portfolio Holdings
A description of the Funds policies and procedures with respect to the disclosure of the Funds portfolio securities is available in the SAI and on the Funds website at www.investorfunds.us.hsbc.com. To request a copy of the SAI, please refer to the back cover of this prospectus.
18
| Fund Management |
The Investment Adviser
HSBC Global Asset Management (USA) Inc., 452 Fifth Avenue, New York, New York, 10018, is the investment adviser for the Funds, pursuant to an investment advisory contract (the Investment Advisory Agreement) with the Trust. The Adviser is a wholly-owned subsidiary of HSBC Bank USA, N.A., which is a wholly-owned subsidiary of HSBC USA, Inc., a registered bank holding company, (collectively HSBC). HSBC currently provides investment advisory services for individuals, trusts, estates and institutions. As of September 30, 2016, the Adviser had approximately $67.1 billion in assets under management.
Through its portfolio management team, the Adviser makes the day-to-day investment decisions and continuously reviews, supervises and administers the Funds investment programs pursuant to the Investment Advisory Agreement. The Adviser also provides certain operational support services to the Funds at the annual rate of 0.10% of a Funds average daily net assets of Class A, Class B, Class C, Class D, Intermediary Class, Intermediary Service Class and Class Y (as applicable), pursuant to an Operational Support Services Agreement, but these fees are not charged to Class E Shares or Class I Shares.
The Trust and the Adviser have each received an exemptive order from the SEC that allows the Adviser to enter into new investment sub-advisory contracts and to make material changes to existing sub-advisory contracts with certain unaffiliated subadvisers with the approval of the Board of Trustees of the Trust, but without shareholder approval. None of the Funds currently use a subadviser. However, the conditions under the exemptive order could be applied to the use of one or more unaffiliated subadvisers at a future time. In the future, the Trust and the Adviser may, on behalf of the HSBC Government Money Market Fund, receive an additional exemptive order that would allow the Adviser to implement new investment sub-advisory contracts and to make material changes to existing sub-advisory contracts with subadvisers that are affiliated with the Adviser with the approval of the Board of Trustees, but without shareholder approval. As with the current order, the new order would be subject to certain conditions, including that the HSBC Government Money Market Fund would notify shareholders and provide them with certain information upon the hiring of a subadviser.
For advisory and operational support services, during the last fiscal year the Funds paid fees (net of fee waivers) as follows:
| Percentage of | |
| average net assets | |
| for Fiscal Year Ended 10/31/16 | |
| U.S. Government Money Market Fund | 0.13% |
| U.S. Treasury Money Market Fund | 0.13% |
The Adviser may voluntarily waive fees from time to time. For example, the Adviser may voluntarily undertake to waive fees in the event that a Funds yield drops below a designated level. Once started, there is no guarantee that the Adviser will continue to voluntarily waive a portion of its fees following commencement of such a waiver. Such waivers may impact a Funds performance.
A discussion regarding the basis for the Board of Trustees approval of the Investment Advisory Agreement is available in the Funds April 30, 2016 semi-annual report and will be available in the April 30, 2017 semi-annual report.
19
| Fund Management |
The Distributor, Administrator and Sub-Administrator
The Adviser also serves as the Trusts administrator (the Administrator), and in that role oversees and coordinates the activities of other service providers, and monitors certain aspects of the Trusts operations. The Administrator has retained Citi Fund Services Ohio, Inc., whose address is 4400 Easton Commons, Suite 200, Columbus, OH 43219, as sub-administrator to the Funds (the Sub-Administrator). Administrative services provided by the Administrator and Sub-Administrator include providing office space, equipment and clerical personnel to the Funds and supervising custodial, auditing, valuation, bookkeeping, regulatory and dividend disbursing services.
Foreside Distribution Services, L.P. (the Distributor), a member of the Financial Industry Regulatory Authority (FINRA), is the Trusts principal underwriter and acts as the Trusts distributor in connection with the offering of Fund shares. The Distributor may enter into agreements with banks, broker-dealers, or other financial intermediaries through which investors may purchase or redeem shares.
The SAI has more detailed information about the Adviser, Distributor, Administrator and Sub-Administrator, and other service providers. You can obtain a copy of the SAI on the Funds website at www.investorfunds.us.hsbc.com.
20
| Shareholder Information |
Pricing of Fund Shares
| How NAV is Calculated |
The NAV for each class of shares is calculated by dividing the total value of a Funds investments and other assets attributable to a class, less any liabilities attributable to that class, by the total number of outstanding shares of that class:
| NAV = | Total Assets Liabilities |
| Number of Shares | |
| Outstanding |
The value of assets in each Funds portfolio is determined based on the amortized cost method of valuation. This method involves valuing an instrument at its cost and thereafter applying a constant amortization to maturity of any discount or premium, regardless of the impact of fluctuating interest rates on the market value of the investment. The NAV of the Funds is determined every hour starting at 10:00 a.m. Eastern Time on each day on which U.S. bond markets are open for trading (a Money Market Business Day). The final NAV is determined at 4:00 p.m. Eastern Time for the HSBC U.S. Government Money Market Fund and at 2:00 p.m. Eastern Time for the HSBC U.S. Treasury Money Market Fund. The Funds reserve the right to amend the times at which they determine NAV, or to determine NAV more or less frequently. The Funds reserve the right to close early based on recommendations by the Securities Industry and Financial Markets Association. If such closing time is prior to the time at which a Fund currently determines its NAV, the earlier closing time will be treated as the last time by which orders on that Money Market Fund Business Day must be received and NAV is calculated. An order for shares of any Fund accepted on a Money Market Business Day prior to the last determination of the NAV for that Fund will receive the dividend declared for the Fund on that Money Market Business Day. An order for shares of a Fund accepted on a Money Market Business Day after the last NAV determination for that Fund will be effected at the first NAV determined on the next Money Market Business Day, and will start earning dividends on that Money Market Business Day. Orders for shares accepted on a Money Market Business Day after the last NAV determination will not earn dividends or receive any other compensation until those orders settle the following Money Market Business Day. If you sell Class B Shares or Class C Shares, a contingent deferred sales charge may apply, which would reduce the amount of money paid to you by a Fund. For more information about sales charges, see the section on Distribution Arrangements/Sales Charges. |
21
| Shareholder Information |
Purchasing and Adding to Your Shares
|
Purchasing Shares You may purchase, redeem or exchange shares of the Funds through the Funds Transfer Agent or through banks, brokers and other investment representatives, which may charge additional fees and may require higher minimum investments or impose other limitations on buying and selling shares. If you purchase, redeem or exchange shares through a bank, broker or other investment representative, that party is responsible for transmitting orders to the Funds Transfer Agent and may have an earlier cut-off time for purchase, redemption and exchange orders. Purchase, redemption and exchange orders will be executed at the NAV next calculated after the Funds Transfer Agent has received and accepted the order in good order. In addition, certain banks, brokers and other investment representatives are authorized to accept, on behalf of the Trust, purchase, redemption and exchange orders placed by or on behalf of their customers. If a bank, broker or other investment representative is authorized to accept, on behalf of the Trust, purchase, redemption and exchange orders (and provided such authorized agent complies with its agreement with the Trust or the Distributor), a Fund or the Funds Transfer Agent will be deemed to have received an order for the purchase, redemption or exchange of Fund shares when the order is received and accepted in good order by such authorized agent, and the order will be executed at the NAV next calculated. Each authorized agents agreement with the Trust or the Distributor allows orders to be executed at the NAV next calculated, after the order is received and accepted in good order by such authorized agent, although the order may not be transmitted to the Trust or the Funds Transfer Agent until after the time at which a Fund next calculates its NAV. In general, good order means that payment for your purchase and all the information needed to complete your order must be received by a Fund, the Funds Transfer Agent or their authorized agents before your order is processed. Purchase proceeds must be received by 6:00 p.m. Eastern time. You should contact the bank, broker or other investment representative through whom you purchase, redeem or exchange shares of the Funds to learn whether it is authorized to accept orders on behalf of the Trust. You should also consult such bank, broker or other investment representative for specific information about the purchase, redemption and/or exchange of Fund shares. |
The Funds offer the nine classes of shares described below.
CLASS A SHARES and CLASS Y SHARES are offered to the public, and to customers of shareholder servicing agents and certain securities brokers that have a dealer or shareholder servicing agreement with the Distributor or the Trust, on a continuous basis.
CLASS B SHARES are not offered for sale. Class B Shares are only available through dividend and/or capital gains reinvestment.
CLASS C SHARES are not offered for sale, but are offered as an exchange option for Class C shareholders of the Trusts other investment portfolios. See Exchanging Your Shares.
CLASS D SHARES are similar to Class A Shares, except that Class D Shares are offered to clients of the Advisers affiliates, certain retirement plans, certain institutional clients and some third party providers. Class D Shares are subject to lower operating expenses.
CLASS E SHARES are offered primarily for investment through portal providers, intermediaries (anyone facilitating the purchase of a Fund by its clients), and institutional direct clients, if they meet the investment minimums on the following page. Purchases and redemptions of Class E Shares may only be made via wire transfer.
CLASS I SHARES are offered primarily for direct investment by institutional investors, such as corporations, foundations, municipalities and other governmental entities, banks, and trust companies, as well as to other investors who meet the investment minimums on the following page. Class I Shares are also available for investment by other investment companies and products advised by the Adviser or its affiliates. Purchases and redemptions of Class I Shares may only be made via wire transfer.
INTERMEDIARY SHARES are offered primarily through intermediaries and bank sweep programs. Purchases and redemptions of Intermediary Shares may only be made via wire transfer.
INTERMEDIARY SERVICE SHARES are offered primarily through intermediaries and bank sweep programs. Purchases and redemptions of Intermediary Service Shares may only be made via wire transfer.
22
| Shareholder Information |
|
Purchasing and Adding to Your
Shares |
All purchases must be in U.S. dollars. A fee will be charged for any checks that do not clear. Third-party checks, money orders, travelers checks and credit card convenience checks are not accepted. Bank starter checks will not be accepted for initial purchases. Purchases of Class I Shares, Class E Shares, Intermediary Shares and Intermediary Service Shares may only be made via wire transfer.
A Fund may reject a purchase order if the Fund considers it in the best interest of the Fund and its shareholders. A Fund has the option of not accepting purchase orders from non-U.S. investors.
Investment minimums for any class may be waived or lowered, at the discretion of the Adviser, for investments in a Fund by clients of the Adviser and its affiliates, or in other situations where the Adviser determines that it is in the best interests of a Fund and its shareholders to do so.
| Minimum | Minimum | ||||||||
| Class A and | Initial | Subsequent | |||||||
| Class D Shares | Investment* | Investment* | |||||||
| Regular | $ | 1,000 | $ | 100 | |||||
| (non-retirement) | |||||||||
| Retirement (IRA) | $ | 250 | $ | 100 | |||||
| Automatic | |||||||||
| Investment Plan | $ | 250 | $ | 25 | |||||
| Class C Shares** | $ | 0 | $ | 0 | |||||
| Class E Shares | $ | 10,000,000 | $ | 0 | |||||
| Class I Shares*** | $ | 25,000,000 | $ | 5,000,000 | |||||
| Inter. Shares | $ | 20,000,000 | $ | 0 | |||||
| Inter. Serv. Shares | $ | 10,000,000 | $ | 0 | |||||
| Class Y Shares | $ | 5,000,000 | $ | 0 | |||||
| * |
Omnibus accounts are eligible to meet the minimums at the omnibus account level. |
| ** |
There is no minimum requirement to exchange in to Class C Shares. |
| *** |
Class I Shares are available for investment by investment companies advised by the Adviser without regard to these minimums. Investment minimums for Class I Shares have been lowered for share purchases made by employees of the Adviser and its affiliates and by members of the HSBC Funds Board of Trustees. |
Class B Shares may no longer be purchased or acquired by any new or existing Class B shareholder, except through dividend and/or capital gains reinvestment. Any other order to purchase Class B Shares will be rejected. Class B shareholders may continue to hold Class B Shares until such shares automatically convert under the existing conversion schedule, or until the shareholder redeems such Class B Shares, subject to any applicable contingent deferred sales charge (CDSC).
|
Avoid 28% Tax Withholding The Funds are required to withhold 28% of taxable dividends, capital gains distributions and redemptions paid to shareholders who have not provided the Funds with their certified taxpayer identification number in compliance with Internal Revenue Service (IRS) rules, or if you have been notified by the IRS that you are subject to backup withholding. Backup withholding is not an additional tax; rather, it is a way in which the IRS ensures that it will collect taxes otherwise due. Any amounts withheld may be credited against your U.S. federal income tax liability. To avoid tax withholding, make sure you provide your correct tax identification number (social security number for most investors) on your Account Application. |
23
| Shareholder Information |
|
Purchasing and Adding to Your
Shares |
Instructions for Opening or Adding to an Account
By Regular Mail or By Overnight Service
Initial Investment:
If purchasing through your financial advisor or brokerage account, simply tell your advisor or broker that you wish to purchase shares of the Funds and he or she will take care of the necessary documentation. For all other purchases, follow the instructions below.
| 1. |
Carefully read, complete, and sign the Account Application. Establishing your account privileges now saves you the inconvenience of having to add them later. A copy of the application can be obtained on the Funds website at www.investorfunds.us.hsbc.com. |
| 2. |
Make your check payable to HSBC Funds and include the name of the appropriate Fund(s) on the check. |
| 3. |
Mail to: HSBC Funds, P.O. Box 8106, Boston, MA 02266-8106. |
Subsequent Investment:
| 1. |
Use the investment slip attached to your account statement. |
Or, if unavailable,
2. Include the following information in writing:
| ● |
Fund
name |
| ● |
Share
class |
| ● |
Amount
invested |
| ● |
Account
name |
| ● |
Account number |
| 3. |
Mail to: HSBC Funds, P.O. Box 8106, Boston, MA 02266-8106. |
|
Electronic vs. Wire Transfer Wire transfers allow financial institutions to send funds to each other, almost instantaneously. With an electronic purchase or sale, the transaction is made through the Automated Clearing House (ACH) and may take up to eight days to clear. There is generally no fee for ACH transactions. |
24
| Shareholder Information |
|
Purchasing and Adding to Your
Shares |
Electronic Purchases
Your bank must participate in the ACH and must be a U.S. bank. Your bank or broker may charge for this service.
Select the electronic purchase option on your Account Application or call 1-800-782-8183. Your account can generally be set up for electronic purchases within 15 days.
Call 1-800-782-8183 to arrange a transfer from your bank account.
By Wire Transfer
For information on how to request a wire transfer, call 1-800-782-8183.
Automatic Investment Plan
You can make automatic investments in the Funds from your bank account, through payroll deduction or from your federal employment, Social Security or other regular government checks. Automatic investments can be as little as $25, once you have invested the $250 minimum required to open the account. Class B shareholders are no longer permitted to make investments in Class B Shares through any Automatic Investment Plan, and no new Class B Automatic Investment Plans will be established.
To invest regularly from your bank account: Complete the Automatic Investment Plan portion on your Account Application.
|
Directed Dividend Option By selecting the appropriate box on the Account Application, you can elect to receive your distributions (capital gains and dividends) in cash (check) or have distributions reinvested in the applicable Fund or reinvested in another HSBC Fund without a sales charge. You must maintain the minimum balance in each Fund into which you plan to reinvest dividends or the reinvestment will be suspended and your dividends paid to you. The Funds may modify or terminate this reinvestment option without notice. You can change or terminate your participation in the reinvestment option at any time by calling 1-800-782-8183. |
Make sure you note:
| ■ |
Your bank name, address
and account number |
| ■ |
The amount you wish to
invest automatically (minimum $25) |
| ■ |
How often you want to
invest (every month, 4 times a year, twice a year or once a year)
|
| ■ |
Attach a voided personal check. |
To invest regularly from your paycheck or government check:
Call 1-800-782-8183 for an enrollment form.
Customer Identification Information
To help the U.S. Government fight the funding of terrorism and money laundering activities, federal law requires all financial institutions to obtain, verify and record information that identifies each person that opens a new account, and to determine whether such persons name appears on U.S. Government lists of known or suspected terrorists and terrorist organizations.
As a result, the Funds must obtain the following information for each person that opens a new account:
| ● |
Name; |
| ● |
Date of birth (for
individuals); |
| ● |
Residential or business
street address (although post office boxes are still permitted for
mailing); and |
| ● |
Social security number,
taxpayer identification number, or other identifying number.
|
25
| Shareholder Information |
|
Purchasing and Adding to Your
Shares |
You may also be asked for a copy of your drivers license, passport or other identifying document in order to verify your identity. In addition, it may be necessary to verify your identity by cross-referencing your identification information with a consumer report or other electronic database. Additional information may be required to open accounts for corporations and other entities.
Federal law prohibits the Funds and other financial institutions from opening a new account unless they receive from an investor the minimum identifying information listed above. After an account is opened, the Funds may restrict your ability to purchase additional shares until your identity is verified. The Funds may close your account or take other appropriate action if they are unable to verify your identity within a reasonable time.
If your account is closed for this reason, your shares will be redeemed at the NAV next calculated after the account is closed.
Restrictions on Offers and Sales to Canadian Residents
The shares described in this prospectus may only be distributed in Canada through HSBC Global Asset Management (Canada) Limited, and this prospectus may not be used to solicit, and will not constitute a solicitation of, an offer to buy shares in Canada unless such solicitation is made by HSBC Global Asset Management (Canada) Limited. A distribution or solicitation may be deemed to occur in Canada where a distribution or solicitation is made to a person (including an individual, corporation, trust, partnership or other entity, or other legal person) resident or otherwise located in Canada at the applicable time. For these purposes, the following persons will generally be considered to be a Canadian resident:
1 An individual, if
| ● |
the individuals primary
principal residence is located in Canada; or |
| ● |
the individual is physically located in Canada at the time of the offer, sale or other relevant activity. |
2 A corporation, if
| ● |
the corporation's head
office or principal office is located in Canada;
or |
| ● |
securities of the
corporation that entitle the holder to elect a majority of the directors
are held by Canadian Resident individuals (as described above) or by legal
persons resident or otherwise located in Canada;
or |
| ● |
the individuals that make investment decisions or provide instructions on behalf of the corporation are Canadian Resident individuals (as described above). |
3 A trust, if
| ● |
the principal office of
the trust (if any) is located in Canada; or |
| ● |
the trustee (or in the
case of multiple trustees, the majority of trustees) are Canadian Resident
individuals (as described above) or are legal persons resident or
otherwise located in Canada; or |
| ● |
the individuals that make investment decisions or provide instructions on behalf of the trust are Canadian Resident individuals (as described above). |
4 A partnership, if
| ● |
the partnerships head
office or principal office (if any) is located in Canada;
or |
| ● |
the holders of the
majority of the interests of or in the partnership are held by Canadian
Residents (as described above); or |
| ● |
the general partner (if
any) is a Canadian Resident (as described above);
or |
| ● |
the individuals that make investment decisions or provide instructions on behalf of the partnership are Canadian Resident individuals (as described above). |
26
| Shareholder Information |
Selling Your Shares
Generally, you may sell your Fund shares at any time. Your sales price will generally be the next NAV calculated after your sell order is received and accepted in good order by a Fund, its transfer agent, or your investment representative, as described under Purchasing Shares above.
|
Withdrawing Money from Your Fund Investment As a mutual fund shareholder, you are technically selling shares when you request a withdrawal in cash. This is also known as redeeming shares or a redemption of shares. Contingent Deferred Sales Charge When you sell Class B or Class C Shares, you will be charged a fee for any shares that have not been held for a sufficient length of time. These fees will be deducted from the money paid to you. See the sections on Distribution Arrangements/Sales Charges and Exchanging Your Shares for details. |
Instructions for Selling Shares
If selling your Fund shares through your financial adviser or broker, ask him or her for redemption procedures. Your adviser and/or broker may have transaction minimums and/or transaction times that will affect your redemption. For all other sales transactions, follow the instructions below.
By Telephone
(unless you have declined telephone sales privileges)
| 1. |
Call 1-800-782-8183 with instructions as to how you wish to receive your funds (mail, wire, electronic transfer). (See Selling Your SharesVerifying Telephone Redemptions) |
By Mail or Overnight Service
(See Selling Your SharesRedemptions in Writing Required)
| 1. |
Call 1-800-782-8183 to request redemption forms or write a letter of instruction indicating: |
| ● |
your Fund and account
number |
| ● |
amount you wish to
redeem |
| ● |
address where your check should be
sent |
| ● |
account owners signature |
| 2. |
Mail to: HSBC Funds, P.O. Box 8106, Boston, MA 02266-8106. |
Wire Transfer
You must select this option on your Account Application. Call 1-800-782-8183 to request a wire transfer. If you call by the cutoff time for redemptions (at 4:00 p.m. Eastern Time for the HSBC U.S. Government Money Market Fund and at 2:00 p.m. Eastern Time for the HSBC U.S. Treasury Money Market Fund), your payment will normally be wired to your bank on the same business day. Otherwise, it normally will be wired on the following business day. A Fund may, in its sole discretion and subject to the needs of the Fund's Portfolio Management team, seek to satisfy wire transfer requests on an intraday basis.
The Fund may charge a wire transfer fee.
NOTE: Your financial institution may also charge a separate fee.
Electronic Redemptions
Call 1-800-782-8183 to request an electronic redemption.
Your bank must participate in the ACH and must be a U.S. bank. Your bank may charge for this service.
27
| Shareholder Information |
| Selling Your Shares |
| continued |
Systematic Withdrawal Plan
You can receive automatic payments from your account on a monthly, quarterly, semi-annual or annual basis. The minimum withdrawal is $50. To activate this feature:
| ● |
Make sure you have
checked the appropriate box on the Account Application, or call
1-800-782-8183. |
| ● |
Include a voided
personal check. |
| ● |
Your account must have a value of $10,000 or more to start withdrawals. |
If the value of your account falls below $1,000, you may be asked to add sufficient funds to bring the account back to $1,000, or the Fund may close your account and mail the proceeds to you.
Redemptions In Writing Required
You must request redemptions in writing in the following situations:
1. Certain types of redemptions from Individual Retirement Accounts (IRAs).
2. Redemption requests requiring a Medallion Signature Guarantee, which include any of the following:
| ● |
Your account address has
changed within the last 15 calendar days; |
| ● |
The check is not being
mailed to the address on your account; |
| ● |
The check is not being
made payable to the owner of the account; |
| ● |
The redemption proceeds
are being transferred to another Fund account with a different
registration; |
| ● |
The redemption proceeds
are being wired to bank instructions currently not on your account; or
|
| ● |
Other unusual situations as determined by the Funds' transfer agent. |
You must obtain a Medallion Signature Guarantee from members of the STAMP (Securities Transfer Agents Medallion Program), MSP (New York Stock Exchange Signature Program) or SEMP (Stock Exchanges Medallion Program). Members are subject to dollar limitations that must be considered when requesting their guarantee. The transfer agent may reject any signature guarantee if it believes the transaction would otherwise be improper.
The transfer agent reserves the right to waive signature guarantee requirements, require a signature guarantee under other circumstances or reject or delay a redemption if the signature guarantee is not in good form. Faxed signature guarantees are generally not accepted. A notary public cannot provide a signature guarantee. The transfer agent reserves the right to reject a signature guarantee if it is not provided by a STAMP 2000 Medallion guarantor.
28
| Shareholder Information |
| Selling Your Shares |
| continued |
Signature Validation ProgramNon-Financial Transactions
The Signature Validation Program (SVP) is intended to provide validation of authorized signatures for those transactions considered non-financial (i.e., do not involve the sale, redemption or transfer of securities). The purpose of the SVP stamp on a document is to authenticate your signature and to confirm that you have the authority to provide the instructions in the document. This stamp may be obtained from eligible members of a Medallion Signature Guarantee Program (see above) or other eligible guarantor institutions in accordance with SVP. Eligible guarantor institutions generally include banks, broker/dealers, credit unions, members of national securities exchanges, registered securities associations, clearing agencies and savings associations. You should verify with the institution that they are an eligible guarantor institution prior to signing. A notary public cannot provide an SVP stamp. The transfer agent accepts an SVP stamp or a Medallion Signature Guarantee stamp if you request any of the following non-financial transactions:
| ● |
A change of
name; |
| ● |
Add or change banking
instructions; |
| ● |
Add or change
beneficiaries; |
| ● |
Add or change authorized
account traders; |
| ● |
Add a Power of
Attorney; |
| ● |
Add or change a Trustee;
or |
| ● |
A UTMA/UGMA custodian change. |
Verifying Telephone Redemptions
The Funds attempt to ensure that telephone redemptions are only made by authorized shareholders. All telephone calls are recorded for your protection and you will be asked for information to verify your identity. Given these precautions, unless you have specifically indicated on your Account Application that you do not want the telephone redemption feature, you may be responsible for any fraudulent telephone orders.
Redemptions Within 10 Days of Shares Purchased by Check
When you have made an investment by check and subsequently request a redemption you will not receive the redemption proceeds until the Funds transfer agent is satisfied that the check has cleared (which may require up to 10 business days).
Redemption Proceeds
Redemption proceeds are generally paid in cash, but the Funds reserve the right to pay, above certain limits, all or part of any redemption proceeds in kind, that is, in securities with a market value equal to the redemption price. If the Funds make a payment in securities, the securities will be valued in the same manner as NAV is calculated. The Funds may provide these securities in lieu of cash without prior notice. You would have to pay transaction costs to sell the securities distributed to you, as well as taxes on any capital gains you may realize from the sale, or from the sale of securities you receive. Additional information is available in the Funds SAI.
29
| Shareholder Information |
| Selling Your Shares |
| continued |
Delay or Suspension in Payment of Redemption Proceeds
Upon receipt of a proper redemption request submitted in a timely manner and otherwise in accordance with the redemption procedures set forth in this prospectus, each Fund will redeem the requested shares and make a payment to you in satisfaction thereof no later than the business day following the redemption request. A Fund may postpone and/or suspend redemption and payment beyond one business day only as follows:
| ● |
For any period during which there is a non-routine closure of the Fedwire or applicable Federal Reserve Banks; |
| ● |
For any period (1) during which the New York Stock Exchange is closed other than customary week-end and holiday closings or (2) during which trading on the New York Stock Exchange is restricted; |
| ● |
For any period during which an emergency exists as a result of which (1) disposal of securities owned by a Fund is not reasonably practicable or (2) it is not reasonably practicable for a Fund to fairly determine the net asset value of its shares; |
| ● |
For any period during which the SEC has, by rule or regulation, deemed that (1) trading shall be restricted or (2) an emergency exists; |
| ● | For any period that the SEC may by order permit for your protection; or |
| ● | For any period during which a Fund, as part of a necessary liquidation of the Fund, has properly postponed and/or suspended redemption of shares and payment in accordance with federal securities laws. |
Closing of Small Accounts
If your account falls below $50 due to redemptions, a Fund may ask you to increase your balance. If it is still below $50 after 30 days, a Fund may close your account and send you the proceeds at the current NAV.
Undeliverable or Uncashed Checks
Any check tendered in payment of a redemption transaction that cannot be delivered by the post office or which remains uncashed for more than six months may be reinvested in the shareholders account at the then-current NAV. No interest will accrue on amounts represented by uncashed redemption checks.
Any check tendered in payment of dividends or other distributions that cannot be delivered by the post office or which remains uncashed for more than six months may be reinvested in the shareholders account at the then-current NAV, and if a Fund cannot locate the shareholder, the dividend option may be changed from cash to reinvest. Distributions are reinvested on the pay date at the NAV determined at the close of business on that date.
Unclaimed Accounts
Per state requirements, property may be transferred to the appropriate state if no activity occurs in the account within the time period specified by state law.
30
| Shareholder Information |
Distribution Arrangements/Sales Charges
This section describes the sales charges and fees you will pay as an investor in different share classes offered by the Funds.
| Class
A Shares |
Class
B Shares |
Class
C Shares |
Class
D Shares |
Class
E Shares |
Class
I Shares |
Intermediary Class |
Intermediary Service Class Shares |
Class
Y Shares | |
|
Sales Charge (Load) |
No front-end sales charge. |
No front-end sales charge. A CDSC may be imposed on shares redeemed within four years after purchase. Shares automatically convert to Class A Shares after 6 years. |
No front-end sales charge. A CDSC may be imposed on shares redeemed within one year after purchase. Shares automatically convert to Class A Shares after 5 years. |
No front-end sales charge. |
No front-end sales charge. |
No front-end sales charge. |
No front-end sales charge. |
No front-end sales charge. |
No front-end sales charge. |
|
Distribution (12b-1) and Servicing Fees |
Subject to annual shareholder servicing fees of up to 0.60% of the Funds average daily net assets attributable to Class A Shares. |
Subject to combined annual distribution and shareholder servicing fees of up to 1.00% of the Funds average daily net assets attributable to Class B Shares. |
Subject to combined annual distribution and shareholder servicing fees of up to 1.00% of the Funds average daily net assets attributable to Class C Shares. |
Subject to annual shareholder servicing fees of up to 0.25% of the Funds average daily net assets attributable to Class D Shares. |
Subject to annual shareholder servicing fees of up to 0.10% of the Funds average daily net assets attributable to Class E Shares. |
No distribution or servicing fees. |
Subject to annual shareholder servicing fees of up to 0.05% of the Funds average daily net assets attributable to Intermediary Shares. |
Subject to annual shareholder servicing fees of up to 0.10% of the Funds average daily net assets attributable to Intermediary Service Shares. |
No distribution or servicing fees. |
|
Fund Expenses |
Lower annual expenses than Class B or C Shares. |
Higher annual expenses than Class A, D, E, I, Intermediary, Intermediary Service or Y Shares. |
Higher annual expenses than Class A, D, E, I, Intermediary, Intermediary Service or Y Shares. |
Lower annual expenses than Class A, B or C Shares. |
Lower annual expenses than Class A, B, C, D, Intermediary or Intermediary Service Shares. |
Lower annual expenses than Class A, B, C, D, E, Intermediary, Intermediary Service or Y Shares. |
Lower annual expenses than Class A, B, C, D, or Intermediary Service Shares. |
Lower annual expenses than Class A, B, C, or D Shares. |
Lower annual expenses than Class A, B, C, D or Intermediary Service Shares. |
Distribution (12b-1) and Shareholder Servicing Fees
The Funds have adopted Distribution (12b-1) Plans for Class A, Class B, Class C, and Class D Shares. 12b-1 fees compensate the Distributor and other dealers and investment representatives for services and expenses relating to the sale and distribution of the Funds shares and/or for providing shareholder services. 12b-1 fees are paid from Fund assets on an ongoing basis, and will decrease the return on your investment and may cost you more than paying other types of sales charges. The Funds have also adopted a Shareholder Services Plan for Class A, Class B, Class C, Class D, Class E, Intermediary Shares and Intermediary Service Shares. The Shareholder Services Plan provides that certain financial institutions and securities brokers (Shareholder Servicing Agents) provide certain services to the shareholders of the Funds, including performing certain shareholder account, administrative and service functions.
31
| Shareholder Information |
|
Distribution Arrangements/Sales
Charges |
| ● |
The 12b-1 and
shareholder servicing fees vary by share class as
follows: |
| ● |
Class A Shares may pay a 12b-1 fee of up to
0.25% of the average daily net assets of the Class A Shares of a Fund.
Class A Shares have a non-compensatory 12b-1 Plan. No payments have been
made under this plan and there is no current intention to charge this
fee. |
| ● |
Class B and Class C Shares pay a 12b-1 fee
of up to 0.75% of the average daily net assets of the respective classes
of a Fund. This will cause expenses for Class B and Class C Shares to be
higher and dividends to be lower than for Class A, Class D, Class E, Class
I, Intermediary, Intermediary Service and Class Y
Shares. |
| ● |
Class D Shares may pay a 12b-1 fee of up to
0.25% of the average daily net assets of Class D Shares of a Fund. Class D
Shares have a non-compensatory 12b-1 Plan. No payments have been made
under this plan and there is no current intention to do
so. |
| ● |
Class E, Class I, Intermediary, Intermediary
Service and Class Y Shares do not pay a 12b-1
fee. |
| ● |
The higher 12b-1 fees on Class B and Class C
Shares, together with the CDSC, help sell Class B and Class C Shares
without an up-front sales charge. In particular, these fees help to
defray the costs of advancing brokerage commissions to investment
representatives. |
| ● |
In addition to the 12b-1 fees, Class A
Shares are subject to a shareholder servicing fee of up to 0.60%. Class B,
Class C and Class D Shares are subject to a shareholder servicing fee of
up to 0.25%, Class E Shares are subject to a shareholder servicing fee of
up to 0.10%, Intermediary Shares are subject to a shareholder servicing
fee of up to 0.05%, and Intermediary Service Shares are subject to a
shareholder servicing fee of up to 0.10%. To date, Shareholder Servicing
Fees have not exceeded 0.40% for Class A
Shares. |
| ● |
The aggregate of the 12b-1 fees and shareholder servicing fees will not exceed 0.60% for the Class A Shares, 1.00% for the Class B and Class C Shares, and 0.25% for Class D Shares. |
Long-term Class B and Class C shareholders may pay indirectly more than the equivalent of the maximum permitted front-end sales charge due to the recurring nature of 12b-1 distribution and shareholder service fees.
Class B Shares
Investors may be subject to a CDSC on redemption of Class B Shares when redeemed. In such cases, the CDSC will be:
| CDSC as a % of Dollar | |
| Years Since Purchase | Amount Subject to Charge |
| 0-1 | 4.00% |
| 1-2 | 3.00% |
| 2-3 | 2.00% |
| 3-4 | 1.00% |
| more than 4 | None |
The CDSC will be assessed on the lesser of the NAV at the time of redemption or the NAV at the time of purchase. There is no CDSC on reinvested dividends or distributions.
If you sell some but not all of your Class B Shares, shares not subject to the CDSC (i.e., shares purchased with reinvested dividends) will be redeemed first, followed by shares subject to the lowest CDSC (typically shares held for the longest time).
In addition, Class B Shares are subject to an aggregate annual distribution and shareholder servicing fees of up to 1.00% of the Funds assets. Shareholders of Class B Shares pay higher annual expenses than shareholders of Class A, Class D, Class E, Class I, Intermediary, Intermediary Service and Class Y Shares.
32
| Shareholder Information |
|
Distribution Arrangements/Sales
Charges |
Class C Shares
Investors will only receive Class C Shares of the Funds by exchanging the Class C Shares of other HSBC Funds. If you purchase or exchange Class C Shares of other HSBC Funds for Class C Shares of the Funds and wish to sell your shares, your redemption may be subject to a 1.00% CDSC if the shares are redeemed less than one year after the original purchase of the Class C Shares. The CDSC will be assessed on the lesser of the NAV at the time of redemption or the NAV at the time of purchase.
If you sell some but not all of your Class C Shares, shares not subject to the CDSC (i.e., shares purchased with reinvested dividends) will be redeemed first.
Conversion FeatureClass B Shares and Class C Shares
| ● |
Class B Shares of the Fund will convert
automatically to Class A Shares of the same Fund after six years from the
beginning of the calendar month in which the Class B Shares were
originally purchased. |
| ● |
Class C Shares of the Fund will convert
automatically to Class A Shares of the same Fund after five years from the
beginning of the calendar month in which the Class C Shares were
originally purchased. |
| ● |
After conversion, your shares will be
subject to the lower combined distribution and shareholder servicing fees
charged on Class A Shares which will increase your investment return
compared to the Class B Shares or Class C
Shares. |
| ● |
You will not pay any sales charge or fees
when your shares convert, nor will the transaction be subject to any
tax. |
| ● |
If you purchased Class B Shares of the Fund which you exchanged for Class B Shares of another Fund, or Class C Shares of one Fund which you exchanged for Class C Shares of another Fund, your holding period will be calculated from the time of your original purchase. The dollar value of Class A Shares you receive will equal the dollar value of the Class B Shares or Class C Shares converted. |
Waiver of CDSCClass B Shares and Class C Shares
The following qualify for waivers of CDSC:
| ● |
Distributions following the death or
disability of a shareholder. |
| ● |
Redemptions representing the minimum
distribution from an IRA or a Custodial Account to a shareholder who has
reached age 70 1/2 |
| ● |
Redemptions representing the minimum
distribution from 401(k) retirement plans where such redemptions are
necessary to make distributions to plan
participants. |
Distribution and Shareholder Servicing ArrangementsRevenue Sharing
The Adviser and/or its affiliates may, out of their own resources, and without cost to any Fund, assist in the sale, distribution and/or servicing of a Funds shares. Without limiting the foregoing, the Adviser and/or its affiliates may, out of their own resources, and without cost to any Fund, provide compensation to selected financial intermediaries for marketing and/or shareholder recordkeeping, processing, accounting and/or other administrative services in connection with the sale, distribution and/or servicing of shares and shareholders of the Fund. These payments, which may be significant, are not paid by the Funds, and therefore, do not increase Fund expenses. Accordingly, these payments are not included in the fee and expense tables in this Prospectus. In addition, these payments do not change the price paid by shareholders for the purchase of Fund shares, the amount the Funds receive as proceeds from such sales or the fees and expenses paid by the Funds. Historically, these payments have generally been structured as a percentage of average net assets attributable to the financial intermediary, but may also be structured as a fixed dollar amount, or a combination of the two, or may be calculated on another appropriate basis. These payments are in addition to commissions and 12b-1 fees, shareholder servicing fees and sales charges borne by shareholders. The making of these payments creates a conflict of interest for a financial intermediary receiving such payments to recommend the Funds over another investment. Shareholders should ask their financial intermediaries about how they will be compensated for investments made in the Funds.
33
| Shareholder Information |
Exchanging Your Shares
If exchanging your shares through your financial adviser or broker, ask him or her for exchange procedures. Your adviser and/or broker may have transaction minimums and/or transaction times that will affect your exchange. For all other redemption transactions, follow the instructions below.
You can exchange your shares of a Fund for shares of the same class of another HSBC Fund, usually without paying additional sales charges (see Notes on Exchanges). Transaction fees are generally not charged for exchanges.
You must meet the minimum investment requirements for the HSBC Fund into which you are exchanging. Exchanges from one HSBC Fund to another are taxable.
Instructions for Exchanging Shares
Exchanges may be made by sending a written request to HSBC Funds, P.O. Box 8106, Boston, MA 02266-8106 or by calling 1-800-782-8183. Please provide the following information:
| ● |
Your name and telephone
number |
| ● |
The exact name on your account and account
number |
| ● |
Taxpayer identification number (usually your
social security number) |
| ● |
Dollar value or number of shares to be
exchanged |
| ● |
The name of the Fund from which the exchange
is to be made |
| ● |
The name of the Fund into which the exchange is being made |
See Selling Your Shares for important information about telephone transactions.
To prevent disruption in the management of the Funds due to market timing strategies, exchange activity may be limited.
Notes on Exchanges
The registration and tax identification numbers of the two accounts must be identical.
The Exchange Privilege (including automatic exchanges) may be changed or eliminated at any time upon a 60-day notice to shareholders.
See Taxes for important information about the tax consequences to you if you dispose of your shares in a Fund, including through exchange. Please also be sure to read carefully the prospectus of any HSBC Fund into which you wish to exchange shares.
Class A Shares of any Fund in the HSBC Funds may be exchanged for Class D Shares of the Funds only if you are otherwise eligible to receive them. In all other cases, you will receive Class A Shares of the Funds in exchange for your Class A Shares of any of the HSBC Funds.
34
| Shareholder Information |
In an effort to reduce the cost associated with the printing and mailing of prospectuses, annual reports and semi-annual reports as well as reduce the likelihood of our shareholders receiving duplicative mailings, the Funds intend to mail only one prospectus and shareholder report to shareholders having the same last name and residing at a common address. If you wish to receive separate copies of the prospectuses and shareholder reports, please contact your financial adviser or registered representative at the institution where you have your account.
If you are a client of HSBC Securities (USA) Inc., please send your request to the address below:
HSBC Securities (USA) Inc.
P.O. Box 4217
Buffalo, NY
14240-8929
If you have any questions about the delivery of shareholder documents, please call 1-800-662-3343.
If your account is held directly with a Fund, please mail your request to the address below:
HSBC Funds
P.O. Box 8106
Boston, MA 02266-8106
If you have any questions regarding the delivery of shareholder documents, please call 1-800-782-8183 for Retail Investors and 1-877-244-2424 for Institutional Investors.
The Funds will begin sending you individual copies of prospectuses and shareholder reports thirty days after receiving your request.
35
| Shareholder Information |
Other Information
The prospectus and SAI, related regulatory filings, and any other Fund communications or disclosure documents do not purport to create any contractual obligations between a Fund and shareholders. Each Fund may amend any of these documents or enter into (or amend) a contract on behalf of the Fund without shareholder approval except where shareholder approval is specifically required. Furthermore, shareholders are not intended to be third-party beneficiaries of any contracts entered into by (or on behalf of) a Fund, including contracts with the Adviser, Subadviser or other parties who provide services to the Fund.
Dividends, Distributions and Taxes
Dividends and Distributions
All dividends and distributions will be automatically reinvested unless you request otherwise. There are no sales charges for reinvested distributions. Dividends are higher for Class A Shares than for Class B and Class C Shares, because Class A Shares have lower operating expenses. Class D Shares receive a higher dividend than Class A Shares because Class D Shares have lower operating expenses. Class E Shares, Class I Shares, Intermediary Shares, Intermediary Service Shares and Class Y Shares receive the highest dividends because they have the lowest operating expenses. Net capital gains, if any, are distributed at least annually.
Net long-term capital gains distributions, if any, are made on a per share basis regardless of how long youve owned your shares. Therefore, if you invest shortly before the distribution date, some of your investment will be returned to you in the form of a distribution, which will generally be taxable. To the extent permitted by law, a Fund retains the right to temporarily suspend paying dividends if it is believed to be in the best interest of the Fund.
Taxes
The following information related to tax matters is meant as a general summary for U.S. taxpayers. Please see the Funds SAI for more information. Because everyones tax situation is unique, you should rely on your own tax advisor for advice about the particular federal, state and local tax consequences to you of investing in a Fund.
| ● |
A Fund generally will not have to pay income
tax on amounts it distributes to shareholders, although shareholders will
be taxed on distributions they receive. |
| ● |
Any income a Fund receives and any capital
gain that a Fund derives is paid out, less expenses, to its
shareholders. |
| ● |
A Fund will generally pay dividends from net
investment income on a monthly basis and any net long-term capital gains
will generally be distributed at least on an annual basis. Unless a
shareholder elects to receive dividends and distributions in cash,
dividends and distributions will be automatically invested in additional
shares of the Fund. Dividends and distributions are treated in the same
manner for federal and state income tax purposes whether you receive them
in cash or in additional shares. |
| ● |
Dividends from the Funds are generally not
eligible for the reduced rate of tax that may apply to certain qualifying
dividends on corporate stock. |
| ● |
An additional 3.8% Medicare tax is imposed
on certain net investment income (including ordinary dividends and capital
gain distributions received from a Fund and net gains from redemptions or
other taxable dispositions of Fund shares) of U.S. individuals, estates
and trusts to the extent that such persons modified adjusted gross
income (in the case of an individual) or adjusted gross income (in the
case of an estate or trust) exceeds certain threshold
amounts. |
| ● |
Dividends attributable to interest income
are generally taxable as ordinary
income. |
| ● |
If a Fund reports a dividend as a capital
gain distribution (e.g., when the Fund has a gain from the sale of an
asset the Fund held for more than one year), you will pay tax on that
distribution at the long-term capital gains tax rate, no matter how long
you have held your Fund shares. |
| ● |
Distributions of short-term capital gain (e.g., when the Fund has a gain from the sale of an asset it held for one year or less) are taxable at ordinary income tax rates. |
36
| Shareholder Information |
| Dividends, Distributions and Taxes |
| continued |
| ● |
Dividends are taxable in the year in which
they are paid or deemed paid, even if they appear on your account
statement the following year. If a Fund declares a dividend in October,
November, or December of a year and distributes the dividend in January of
the next year, you may be taxed as if you received it in the year declared
rather than the year received. |
| ● |
There may be tax consequences to you if you
dispose of your shares in a Fund, for example, through redemption,
exchange or sale. The amount of any gain or loss and the rate of tax will
depend mainly upon how much you paid for the shares, how much you sell
them for, and how long you held them. |
| ● |
Because the Funds intend to maintain a
stable NAV per share of $1.00, shareholders will typically not recognize
gain or loss when they sell or exchange their shares because the amount
realized will be the same as their tax basis in the
shares. |
| ● |
Information regarding the federal tax status
of distributions made by the Funds will be mailed by February 15th of each
year. The notice will tell you which dividends and redemptions must be
treated as taxable ordinary income and which (if any) are short-term or
long-term capital gain. Depending on your residence for tax purposes,
distributions also may be subject to state and local taxes, including
withholding taxes. |
| ● |
As with all mutual funds, the Funds may be
required to withhold U.S. federal income tax at the rate of 28% of all
taxable distributions payable to you if you fail to provide the Funds with
your correct taxpayer identification number or to make required
certifications, or if you have been notified by the IRS that you are
subject to backup withholding. Backup withholding, which is applicable to
all U.S. citizens, is not an additional tax, but is a method in which the
IRS ensures that it will collect taxes otherwise due. Any amounts withheld
may be credited against your U.S. federal income tax
liability. |
| ● |
Foreign shareholders are generally subject
to special withholding requirements. If a Fund elects to report
distributions of U.S. source interest and short term capital gains, such
distributions may be paid to foreign shareholders free of withholding. A
Fund has the option of not accepting purchase orders from non-U.S.
investors. |
| ● |
If you invest through a tax-deferred
retirement account, such as an IRA, you generally will not have to pay tax
on dividends or capital gains until they are distributed from the account.
These accounts are subject to complex tax rules, and you should consult
your tax adviser about investment through a tax-deferred
account. |
| ● |
There is a penalty on certain pre-retirement
distributions from retirement accounts. |
| ● |
The Funds are required to withhold U.S. tax (at a 30% rate) on payments of taxable dividends and (effective January 1, 2019) redemption proceeds and certain capital gain dividends made to certain non- U.S. entities that fail to comply (or be deemed compliant) with extensive new reporting and withholding requirements designed to inform the U.S. Department of the Treasury of U.S.-owned foreign investment accounts. Shareholders may be requested to provide additional information to the Funds to enable the Funds to determine whether withholding is required. |
37
| Financial Highlights |
The financial highlights tables are intended to help you understand each Funds financial performance for the past five years, or, if shorter, the period of the Funds operations. Certain information reflects financial results for a single Fund share. The total returns in the table represent the rate that an investor would have earned or lost on an investment in the Fund (assuming reinvestment of all dividends and distributions). This information has been derived from information audited by PricewaterhouseCoopers LLP beginning with the fiscal year ended October 31, 2015 and thereafter, and by KPMG LLP for the fiscal years ended October 31, 2014 and prior, whose reports, along with each of the Funds financial statements, is incorporated herein by reference and included in the Funds annual report, which is available upon request.
Effective June 24, 2016, the Funds, which were series of HSBC Funds, a Massachusetts business trust, reorganized with and into corresponding series of HSBC Funds, a Delaware statutory trust (the Reorganization). Upon completion of the Reorganization, the respective share classes of each Fund assumed the performance, financial and other historical information of those of the corresponding predecessor fund.
38
| HSBC U.S. GOVERNMENT MONEY MARKET FUND |
| Financial Highlights |
Selected data for a share outstanding throughout the periods indicated.
| Investment Activities | Distributions | Ratios/Supplementary Data | ||||||||||||||||||||||||||||||||||
| Net Asset Value, Beginning of Period |
Net Investment Income |
Net Realized and Unrealized Gains/ (Losses) from Investments |
Total
from Investment Activities |
Net Investment Income |
Net Realized Gains from Investment Transactions |
Total Distributions |
Net Asset Value, End of Period |
Total Return(a) |
Net Assets at End of Period (000s) |
Ratio of Net Expenses to Average Net Assets(b) |
Ratio of Net Investment Income to Average Net Assets(b) |
Ratio of Expenses to Average Net Assets (Excluding Fee Reductions)(b) | ||||||||||||||||||||||||
| CLASS A SHARES | ||||||||||||||||||||||||||||||||||||
| Year Ended October 31, 2016 | $ | 1.00 | $ | $ | $ | $ | $ | $ | $ | 1.00 | 0.02 | % | $ | 1,720 | 0.34 | % | 0.02 | % | 0.69 | % | ||||||||||||||||
| Year Ended October 31, 2015 | 1.00 | | | | | | | 1.00 | 0.03 | % | 929 | 0.08 | % | 0.03 | % | 0.69 | % | |||||||||||||||||||
| Year Ended October 31, 2014 | 1.00 | | | | | | | 1.00 | 0.02 | % | 154 | 0.07 | % | 0.02 | % | 0.69 | % | |||||||||||||||||||
| Year Ended October 31, 2013 | 1.00 | | | | | | | 1.00 | 0.01 | % | 428 | 0.17 | % | 0.01 | % | 0.68 | % | |||||||||||||||||||
| Year Ended October 31, 2012 | 1.00 | | | | | | | 1.00 | 0.01 | % | 238 | 0.14 | % | 0.01 | % | 0.69 | % | |||||||||||||||||||
| CLASS B SHARES | ||||||||||||||||||||||||||||||||||||
| Year Ended October 31, 2016 | $ | 1.00 | | | | | | | $ | 1.00 | 0.01 | % | $ | 49 | 0.33 | % | 0.01 | % | 1.13 | % | ||||||||||||||||
| Year Ended October 31, 2015 | 1.00 | | | | | | | 1.00 | 0.03 | % | 49 | 0.07 | % | 0.03 | % | 1.27 | % | |||||||||||||||||||
| Year Ended October 31, 2014 | 1.00 | | | | | | | 1.00 | 0.02 | % | 49 | 0.07 | % | 0.02 | % | 1.28 | % | |||||||||||||||||||
| Year Ended October 31, 2013 | 1.00 | | | | | | | 1.00 | 0.01 | % | 49 | 0.14 | % | 0.01 | % | 1.28 | % | |||||||||||||||||||
| Year Ended October 31, 2012 | 1.00 | | | | | | | 1.00 | 0.01 | % | 76 | 0.16 | % | 0.01 | % | 1.29 | % | |||||||||||||||||||
| CLASS D SHARES | ||||||||||||||||||||||||||||||||||||
| Year Ended October 31, 2016 | 1.00 | | | | | | | $ | 1.00 | 0.02 | % | $ | 1,949,225 | 0.34 | % | 0.02 | % | 0.54 | % | |||||||||||||||||
| Year Ended October 31, 2015 | 1.00 | | | | | | | 1.00 | 0.03 | % | 888,084 | 0.07 | % | 0.03 | % | 0.53 | % | |||||||||||||||||||
| Year Ended October 31, 2014 | 1.00 | | | | | | | 1.00 | 0.02 | % | 727,290 | 0.06 | % | 0.02 | % | 0.54 | % | |||||||||||||||||||
| Year Ended October 31, 2013 | 1.00 | | | | | | | 1.00 | 0.01 | % | 670,893 | 0.13 | % | 0.01 | % | 0.53 | % | |||||||||||||||||||
| Year Ended October 31, 2012 | 1.00 | | | | | | | 1.00 | 0.01 | % | 614,499 | 0.16 | % | 0.01 | % | 0.54 | % | |||||||||||||||||||
| CLASS E SHARES | ||||||||||||||||||||||||||||||||||||
| July 12, 2016(c) through | ||||||||||||||||||||||||||||||||||||
| October 31, 2016 | $ | 1.00 | | | | | | | $ | 1.00 | 0.11 | % | $ | 2 | 0.06 | % | 0.32 | % | 0.31 | % | ||||||||||||||||
| CLASS I SHARES | ||||||||||||||||||||||||||||||||||||
| Year Ended October 31, 2016 | $ | 1.00 | | | | | | | 1.00 | 0.21 | % | $ | 4,687,197 | 0.14 | % | 0.23 | % | 0.19 | % | |||||||||||||||||
| Year Ended October 31, 2015 | 1.00 | | | | | | | 1.00 | 0.03 | % | 1,589,264 | 0.07 | % | 0.03 | % | 0.18 | % | |||||||||||||||||||
| Year Ended October 31, 2014 | 1.00 | | | | | | | 1.00 | 0.02 | % | 1,411,088 | 0.06 | % | 0.02 | % | 0.19 | % | |||||||||||||||||||
| Year Ended October 31, 2013 | 1.00 | | | | | | | 1.00 | 0.01 | % | 1,156,894 | 0.13 | % | 0.02 | % | 0.18 | % | |||||||||||||||||||
| Year Ended October 31, 2012 | 1.00 | | | | | | | 1.00 | 0.02 | % | 1,873,166 | 0.16 | % | 0.01 | % | 0.19 | % | |||||||||||||||||||
39
| HSBC U.S. GOVERNMENT MONEY MARKET FUND |
| Financial Highlights (continued) |
| Investment Activities | Distributions | Ratios/Supplementary Data | ||||||||||||||||||||||||||||||||||
| Net Asset Value, Beginning of Period |
Net Investment Income |
Net Realized and Unrealized Gains/ (Losses) from Investments |
Total
from Investment Activities |
Net Investment Income |
Net Realized Gains from Investment Transactions |
Total Distributions |
Net Asset Value, End of Period |
Total Return(a) |
Net Assets at End of Period (000s) |
Ratio of Net Expenses to Average Net Assets(b) |
Ratio of Net Investment Income to Average Net Assets(b) |
Ratio of Expenses to Average Net Assets (Excluding Fee Reductions)(b) | ||||||||||||||||||||||||
| INTERMEDIARY CLASS SHARES | ||||||||||||||||||||||||||||||||||||
| July 12, 2016(c) through | ||||||||||||||||||||||||||||||||||||
| October 31, 2016 | $ | 1.00 | $ | $ | $ | $ | $ | $ | $ | 1.00 | 0.11 | % | $ | 10,121 | 0.18 | % | 0.26 | % | 0.37 | % | ||||||||||||||||
| INTERMEDIARY SERVICE CLASS SHARES | ||||||||||||||||||||||||||||||||||||
| July 12, 2016(c) through | ||||||||||||||||||||||||||||||||||||
| October 31, 2016 | $ | 1.00 | | | | | | | $ | 1.00 | 0.10 | % | $ | 5,003 | 0.18 | % | 0.22 | % | 0.42 | % | ||||||||||||||||
| CLASS Y SHARES | ||||||||||||||||||||||||||||||||||||
| Year Ended October 31, 2016 | $ | 1.00 | | | | | | | $ | 1.00 | 0.12 | % | $ | 3,891,299 | 0.23 | % | 0.11 | % | 0.28 | % | ||||||||||||||||
| Year Ended October 31, 2015 | 1.00 | | | | | | | 1.00 | 0.03 | % | 3,779,595 | 0.07 | % | 0.03 | % | 0.28 | % | |||||||||||||||||||
| Year Ended October 31, 2014 | 1.00 | | | | | | | 1.00 | 0.02 | % | 3,458,399 | 0.06 | % | 0.02 | % | 0.29 | % | |||||||||||||||||||
| Year Ended October 31, 2013 | 1.00 | | | | | | | 1.00 | 0.01 | % | 2,404,867 | 0.13 | % | 0.01 | % | 0.28 | % | |||||||||||||||||||
| Year Ended October 31, 2012 | 1.00 | | | | | | | 1.00 | 0.01 | % | 2,505,448 | 0.17 | % | 0.01 | % | 0.29 | % | |||||||||||||||||||
| (a) |
Not annualized for periods less than one year. Total return calculations do not include any sales or redemption charges. |
| (b) |
Annualized for periods less than one year. |
| (c) |
Commencement of operations on July 12, 2016. |
|
Amounts designated as are $0.00 or have been rounded to $0.00. | |
40
| HSBC U.S. TREASURY MONEY MARKET FUND |
| Financial Highlights |
Selected data for a share outstanding throughout the periods indicated.
| Investment Activities | Distributions | Ratios/Supplementary Data | ||||||||||||||||||||||||||||||||||
| Net Asset Value, Beginning of Period |
Net Investment Income |
Net Realized and Unrealized Gains/ (Losses) from Investments |
Total
from Investment Activities |
Net Investment Income |
Net Realized Gains from Investment Transactions |
Total Distributions |
Net Asset Value, End of Period |
Total Return(a) |
Net Assets at End of Period (000s) |
Ratio of Net Expenses to Average Net Assets(b) |
Ratio of Net Investment Income to Average Net Assets(b) |
Ratio of Expenses to Average Net Assets (Excluding Fee Reductions)(b) | ||||||||||||||||||||||||
| CLASS A SHARES | ||||||||||||||||||||||||||||||||||||
| Period Ended October 31, 2014(c) | $ | 1.00 | $ | $ | $ | $ | $ | $ | $ | 1.00 | | % | $ | | | % | | % | | % | ||||||||||||||||
| Year Ended October 31, 2013 | 1.00 | | | | | | | 1.00 | | % | 5 | 0.10 | % | | % | 0.69 | % | |||||||||||||||||||
| Year Ended October 31, 2012 | 1.00 | | | | | | | 1.00 | | % | 5 | 0.05 | % | | % | 0.70 | % | |||||||||||||||||||
| CLASS D SHARES | ||||||||||||||||||||||||||||||||||||
| Year Ended October 31, 2016 | $ | 1.00 | | | | | | | $ | 1.00 | | % | $ | 214,041 | 0.28 | % | | % | 0.55 | % | ||||||||||||||||
| Year Ended October 31, 2015 | 1.00 | | | | | | | 1.00 | | % | 280,032 | 0.06 | % | | % | 0.54 | % | |||||||||||||||||||
| Year Ended October 31, 2014 | 1.00 | | | | | | | 1.00 | 0.01 | % | 638,939 | 0.06 | % | | % | 0.54 | % | |||||||||||||||||||
| Year Ended October 31, 2013 | 1.00 | | | | | | | 1.00 | | % | 517,845 | 0.09 | % | | % | 0.53 | % | |||||||||||||||||||
| Year Ended October 31, 2012 | 1.00 | | | | | | | 1.00 | | % | 662,063 | 0.08 | % | | % | 0.54 | % | |||||||||||||||||||
| CLASS E SHARES | ||||||||||||||||||||||||||||||||||||
| July 12, 2016(d) through | ||||||||||||||||||||||||||||||||||||
| October 31, 2016 | $ | 1.00 | | | | | | | $ | 1.00 | 0.11 | % | $ | 1 | | % | 0.37 | % | 0.33 | % | ||||||||||||||||
| CLASS I SHARES | ||||||||||||||||||||||||||||||||||||
| Year Ended October 31, 2016 | $ | 1.00 | | | | | | | $ | 1.00 | 0.13 | % | $ | 346,399 | 0.16 | % | 0.13 | % | 0.20 | % | ||||||||||||||||
| Year Ended October 31, 2015 | 1.00 | | | | | | | 1.00 | | % | 384,363 | 0.05 | % | | % | 0.19 | % | |||||||||||||||||||
| Year Ended October 31, 2014 | 1.00 | | | | | | | 1.00 | 0.01 | % | 263,714 | 0.06 | % | 0.01 | % | 0.19 | % | |||||||||||||||||||
| Year Ended October 31, 2013 | 1.00 | | | | | | | 1.00 | | % | 1,086,181 | 0.09 | % | | % | 0.18 | % | |||||||||||||||||||
| Year Ended October 31, 2012 | 1.00 | | | | | | | 1.00 | | % | 555,287 | 0.08 | % | | % | 0.19 | % | |||||||||||||||||||
| INTERMEDIARY CLASS SHARES | ||||||||||||||||||||||||||||||||||||
| July 12, 2016(d) through | ||||||||||||||||||||||||||||||||||||
| October 31, 2016 | $ | 1.00 | | | | | | | $ | 1.00 | 0.11 | % | $ | 1 | | % | 0.37 | % | 0.38 | % | ||||||||||||||||
41
| HSBC U.S. TREASURY MONEY MARKET FUND |
| Financial Highlights (continued) |
| Investment Activities | Distributions | Ratios/Supplementary Data | ||||||||||||||||||||||||||||||||||
| Net Asset Value, Beginning of Period |
Net Investment Income |
Net Realized and Unrealized Gains/ (Losses) from Investments |
Total from Investment Activities |
Net Investment Income |
Net Realized Gains from Investment Transactions |
Total Distributions |
Net Asset Value, End of Period |
Total Return(a) |
Net Assets at End of Period (000s) |
Ratio of Net Expenses to Average Net Assets(b) |
Ratio of Net Investment Income to Average Net Assets(b) |
Ratio of Expenses to Average Net Assets (Excluding Fee Reductions)(b) | ||||||||||||||||||||||||
| INTERMEDIARY SERVICE CLASS SHARES | ||||||||||||||||||||||||||||||||||||
| July 12, 2016(d) through | ||||||||||||||||||||||||||||||||||||
| October 31, 2016 | $ | 1.00 | | | | | | | $ | 1.00 | 0.10 | % | $ | 18,108 | 0.20 | % | 0.14 | % | 0.48 | % | ||||||||||||||||
| CLASS Y SHARES | ||||||||||||||||||||||||||||||||||||
| Year Ended October 31, 2016 | $ | 1.00 | $ | $ | $ | $ | $ | $ | $ | 1.00 | 0.04 | % | $ | 697,866 | 0.25 | % | 0.04 | % | 0.30 | % | ||||||||||||||||
| Year Ended October 31, 2015 | 1.00 | | | | | | | 1.00 | | % | 763,473 | 0.06 | % | | % | 0.29 | % | |||||||||||||||||||
| Year Ended October 31, 2014 | 1.00 | | | | | | | 1.00 | 0.01 | % | 956,312 | 0.06 | % | 0.01 | % | 0.29 | % | |||||||||||||||||||
| Year Ended October 31, 2013 | 1.00 | | | | | | | 1.00 | | % | 968,290 | 0.09 | % | | % | 0.28 | % | |||||||||||||||||||
| Year Ended October 31, 2012 | 1.00 | | | | | | | 1.00 | | % | 1,156,631 | 0.09 | % | | % | 0.29 | % | |||||||||||||||||||
| (a) |
Not annualized for periods less than one year. Total return calculations do not include any sales or redemption charges. |
| (b) |
Annualized for periods less than one year. |
| (c) |
Class A Shares were operational during a portion of the year only. Amounts reflect performance for a period of time the class had operations, which was 201 days during the period. The net asset value reflected represents the last day the class had operations. |
| (d) |
Commencement of operations on July 12, 2016. |
|
Amounts designated as are $0.00 or have been rounded to $0.00. | |
42
For more information about the Funds, the following documents are available free upon request:
Annual/Semi-annual Reports:
The Funds annual and semi-annual reports to shareholders contain additional information on the Funds investments. In the annual report, you will find a discussion of the market conditions and investment strategies that significantly affected the Funds performance during their last fiscal year.
Statement of Additional Information (SAI):
The SAI provides more detailed information about the Funds, including their operations and investment policies. It is incorporated by reference and legally considered a part of this prospectus.
You can get free copies of the Funds annual and semi-annual reports and the SAI and prospectuses of other funds in the HSBC Family of Funds from the Funds website at www.investorfunds.us.hsbc.com. You can also obtain these items or request other information, and discuss your questions about the Funds, by contacting a broker or bank through which shares of the Funds may be purchased or sold, or contact the Funds at:
| HSBC Funds | ||
| P.O. Box 8106 | ||
| Boston, MA 02266-8106 | ||
| Telephone: | 1-800-782-8183 for Retail Investors | |
| 1-877-244-2424 for Institutional Investors | ||
You can review and copy the Funds annual and semi-annual reports and SAI at the Public Reference Room of the SEC in Washington D.C. You can get text-only copies:
| ● |
For a duplicating fee,
by writing the SECs Public Reference Section, Washington, D.C.
20549-0102, OR by electronic request at publicinfo@sec.gov. Information on
the operation of the Public Reference Room may be obtained by calling the
SEC at 1-202-551-8090 or 1-800-SEC-0330. |
| ● |
Free from the SECs Website at www.sec.gov |


Investment Company Act File No. 811-04782
00188488
HSBC Global Asset Management (USA) Inc.
| EQUITY FUND | Class A | Class B | Class C | Class I | ||||
| HSBC Opportunity Fund | HSOAX | HOPBX | HOPCX | RESCX |
THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
AN INVESTMENT IN THE FUND IS NOT A DEPOSIT OF HSBC BANK USA, N.A. AND IS NOT INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY.

|
HSBC Funds |
Table of Contents | |||
| Summary Section | ||||
| This section summarizes | 3 | HSBC Opportunity Fund | ||
| the Funds investment | ||||
| objectives, strategies, fees, | ||||
| risks, and past performance, | ||||
| and provides other information | ||||
| about your account. | ||||
| Additional Information About the Funds | ||||
| Investment Strategies and Risks | ||||
| This section provides | 14 | More About Risks and Investment Strategies | ||
| additional details about the | 15 | Principal Investment Risks | ||
| Funds investment | 17 | Additional Risks | ||
| strategies and risks. | 18 | More Information About Indices | ||
| 19 | Who May Want to Invest? | |||
| 19 | More Information About Fund Investments | |||
| 19 | Portfolio Holdings | |||
| 19 | The Two-Tier Fund Structure | |||
| Fund Management | ||||
| Review this section | 20 | The Investment Adviser and Subadvisers | ||
| for details on | 21 | Portfolio Managers | ||
| the people and | 21 | The Distributor, Administrator and Sub-Administrator | ||
| organizations who provide | ||||
| services to the Fund. | ||||
| Shareholder Information | ||||
| Review this section for | 22 | Pricing of Fund Shares | ||
| additional information, | 23 | Purchasing and Adding to Your Shares | ||
| including for information | 28 | Selling Your Shares | ||
| on how shares are valued, | 32 | Distribution Arrangements/Sales Charges | ||
| and how to purchase, | 36 | Distribution and Shareholder Servicing Arrangements | ||
| sell and exchange shares. | Revenue Sharing | |||
| This section also describes | 36 | Exchanging Your Shares | ||
| related charges, and | 37 | Delivery of Shareholder Documents | ||
| payments of dividends | 37 | Other Information | ||
| and distributions. | 38 | Dividends, Distributions and Taxes | ||
| Financial Highlights | ||||
| Review this section | 41 | HSBC Opportunity Fund | ||
| for details on | ||||
| selected financial | ||||
| statements of the Fund. | ||||
2
| HSBC Opportunity Fund |
| Summary Section |
Class A, Class B and Class C Shares
Investment Objective
The investment objective of the HSBC Opportunity Fund (the Opportunity Fund or Fund) is long-term growth of capital.
Fees and Expenses of the Fund^
This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund. You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $50,000 in the HSBC Family of Funds. More information about these and other discounts is available from your financial professional, and is explained in Distribution Arrangements/Sales Charges on page 32 of this prospectus and in the Funds Statement of Additional Information (SAI) in Right of Accumulation on page 88.
| Shareholder Fees | |||||||
| (fees paid directly from your investment) | Class A | Class B | Class C | ||||
| Maximum Sales Charge (load) Imposed on | |||||||
| Purchases (as a % of offering price) | 5.00% | None | None | ||||
| Maximum Deferred Sales Charge (load) | |||||||
| (as a % of amount redeemed) | None | 4.00% | 1.00% | ||||
| Annual Fund Operating Expenses (expenses that you pay | |||||||
| each year as a percentage of the value of your investment) | Class A | Class B | Class C | ||||
| Management Fee | 0.80% | 0.80% | 0.80% | ||||
| Distribution (12b-1) Fee | 0.00% | 0.75% | 0.75% | ||||
| Other Expenses: | |||||||
| Shareholder Servicing Fee | 0.25% | 0.25% | 0.25% | ||||
| Other Operating Expenses | 1.06% | 1.06% | 1.06% | ||||
| Total Other Expenses | 1.31% | 1.31% | 1.31% | ||||
| Total Annual Fund Operating Expenses | 2.11% | 2.86% | 2.86% | ||||
| Fee Waiver and/or Expense Reimbursement(1) | 0.46% | 0.46% | 0.46% | ||||
| Total Annual Fund Operating Expenses After | |||||||
| Fee Waiver and/or Expense Reimbursement | 1.65% | 2.40% | 2.40% | ||||
|
^ |
This table reflects the combined fees and expenses for both the Fund and the HSBC Opportunity Portfolio (Opportunity Portfolio or Portfolio). |
(1) |
HSBC Global Asset Management (USA) Inc., the Portfolios investment adviser (the Adviser), has entered into a contractual expense limitation agreement with the Fund (Expense Limitation Agreement) under which it will limit total expenses of the Fund (excluding interest, taxes, brokerage commissions, extraordinary expenses and estimated indirect expenses attributable to the Funds investments in investment companies other than the Portfolio) to an annual rate of 1.65% for Class A Shares, 2.40% for Class B Shares and 2.40% for Class C Shares. Any amounts contractually waived or reimbursed by the Adviser will be subject to repayment by the Fund to the Adviser within three years to the extent that the repayment will not cause the Funds operating expenses to exceed the contractual expense limit that was in effect at the time of such waiver or reimbursement. The expense limitation shall be in effect until March 1, 2018. The Expense Limitation Agreement shall terminate upon the termination of the Investment Advisory Contract between Fund and the Adviser, or it may be terminated upon written notice to the Adviser by the Fund. |
3
| HSBC Opportunity Fund |
| Summary Section |
Example
This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Funds operating expenses remain the same. The Example reflects the combined fees and expenses of the Fund and the Portfolio. The Example takes the Expense Limitation Agreement into account for the first year only. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
| 1 Year | 3 Years | 5 Years | 10 Years | ||||||
| Class A Shares | $659 | $1,086 | $1,537 | $2,785 | |||||
| Class B Shares | $643 | $1,043 | $1,468 | $2,811 | |||||
| Class C Shares | $343 | $843 | $1,468 | $2,734 |
For the share classes listed below, you would pay the following expenses if you did not redeem your shares:
| 1 Year | 3 Years | 5 Years | 10 Years | ||||||
| Class B Shares | $243 | $843 | $1,468 | $2,811 | |||||
| Class C Shares | $243 | $843 | $1,468 | $2,734 |
Portfolio Turnover
The Opportunity Portfolio pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in Annual Fund Operating Expenses or in the Example, affect the Funds performance. During the most recent fiscal year, the Portfolios portfolio turnover rate was 96% of the average value of its portfolio.
Principal Investment Strategies
The Fund seeks to achieve its investment objective by investing all of its assets in the Portfolio, which has the same investment objective as the Fund. For simplicity purposes, this prospectus may use the term Fund to include the Portfolio. The Fund seeks to achieve its investment objective by investing, under normal market conditions, primarily in equity securities of small and mid-cap companies. Small and mid-cap companies generally are defined as those companies with market capitalizations within the range represented in the Russell 2500® Growth Index (as of January 25, 2017, between approximately $19 million and $18.55 billion), the Funds broad-based securities market index.
The Fund may also invest in equity securities of larger, more established companies and may invest up to 20% of its assets in securities of foreign companies.
Westfield Capital Management Company, L.P., the Portfolios subadviser (Subadviser), selects securities based upon fundamental analysis of the companys cash flow, industry position, potential for high-profit margins, and strength of management, as well as other factors. The Subadviser uses a bottom-up, as opposed to a top-down, investment style to select investments that it believes offer superior prospects for growth and are either:
| ● |
early in their cycle but
which the Subadviser believes have the potential to become major
enterprises, or |
| ● |
are major enterprises whose rates of earnings growth the Subadviser expects to accelerate because of special factors, such as rejuvenated management, new products, changes in consumer demand, or basic changes in the economic environment. |
4
| HSBC Opportunity Fund |
| Summary Section |
Principal Investment Strategies (continued)
The Subadviser believes these growth companies to have products, technologies, management, markets or opportunities which will potentially facilitate earnings growth over time that may be above the growth rate of the overall economy and the rate of inflation. Investments in growth companies may include securities listed on a securities exchange or traded in the over-the-counter markets.
The Fund will invest primarily in common stocks, but may, to a limited extent, seek appreciation in other types of securities when relative values and market conditions make such purchases appear attractive.
Principal Investment Risks
You could lose money by investing in the Fund. The Fund has the following principal investment risks:
| ● |
Currency Risk:
Fluctuations in exchange
rates between the U.S. dollar and foreign currencies, or between various
foreign currencies, may negatively affect the Funds performance. The Fund
may seek to reduce currency risk by hedging part or all of its exposure to
various foreign currencies; however, even if such hedging techniques are
employed, there is no assurance that they will be successful.
|
| ● |
Equity Securities
Risk: The prices of equity securities fluctuate from time to time based on changes in a companys
financial condition or overall market and economic conditions. As a result, the value of equity securities may fluctuate
drastically from day to day. Equity securities that are traded in the over-the-counter markets (rather than on a securities
exchange) are generally less liquid and generally subject to less onerous corporate disclosure and governance standards.
The risks of investing in equity securities also include:
|
| ● |
Style Risk:
The risk that use of a
growth or value investing style may fall out of favor in the marketplace
for various periods of time. Growth stock prices reflect projections of
future earnings or revenues and may decline dramatically if the company
fails to meet those projections. A value stock may not increase in price
as anticipated if other investors fail to recognize the companys value.
|
| ● |
Capitalization Risk:
Stocks of large
capitalization companies may be volatile in the event of earnings
disappointments or other financial developments. Medium and smaller
capitalization companies may involve greater risks due to limited product
lines and market and financial or managerial resources. Stocks of these
companies may also be more volatile, more difficult to value accurately,
less liquid and subject to the potential for greater declines in stock
prices in response to selling pressure. Stocks of smaller capitalization
companies generally have more risk than larger and medium capitalization
companies. |
| ● |
Issuer Risk:
An issuers earnings
prospects and overall financial position may deteriorate, causing a
decline in the Funds net asset value.
|
| ● |
Foreign Securities
Risk: Investments in
foreign securities are generally considered riskier than investments in
U.S. securities, and are subject to additional risks, including
international trade, social, political, economic and regulatory risks;
fluctuating currency exchange rates; less liquid, developed or efficient
trading markets; the imposition of exchange controls, confiscations and
other government restrictions (e.g., sanctions or tariffs) by the United States or
other countries; expropriation or confiscatory taxation; imposition of
withholding or other taxes on dividend or interest payments (or, in some
cases, capital gains); and different corporate disclosure and governance
standards. |
| ● |
Market Risk: The value of the Funds investments may decline due to changing economic, political, social, regulatory or market conditions. Market risk may affect a single issuer, industry or section of the economy or it may affect the economy as a whole. Moreover, the conditions in one country or geographic region could adversely affect the Funds investments in a different country or geographic region. |
An investment in the Fund is not a deposit of HSBC Bank USA, N.A. and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.
5
| HSBC Opportunity Fund |
| Summary Section |
Performance Bar Chart and Table
The bar chart and table below provide an indication of the risks of an investment in the Fund by showing changes in the Funds year-to-year performance and by showing how the Funds average annual returns compare with those of a broad measure of market performance and an average for a peer group of similar funds. Past performance, including before- and after-tax returns, does not indicate how the Fund will perform in the future.
The bar chart below shows the Funds annual returns for Class A Shares and how performance has varied from year to year. The returns for Class B Shares and Class C Shares will differ from the Class A Shares returns shown in the bar chart because the expenses of the classes differ.
Annual Total
Returns as of 12/31 for Class A Shares
(Excluding sales charges, which if included, would cause returns to be
lower.)

| Best Quarter: | Q4 2010 | 19.05% | |||
| Worst Quarter: | Q4 2008 | -25.98% |
6
| HSBC Opportunity Fund |
| Summary Section |
Performance Bar Chart and Table (continued)
The table below shows returns on a before-tax and after-tax basis. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investors tax situation and may differ from those shown. After-tax returns are not relevant to investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns shown in the table below are for Class A Shares of the Fund and after-tax returns for Class B and Class C Shares may vary. The table further compares the Funds performance over time to that of the Russell 2500® Growth Index and the Lipper Mid-Cap Growth Funds Average.
Average Annual Total Returns^ (for the periods ended December 31, 2016)
| Inception | Since | ||||||||||
| Date | 1 Year | 5 Years | 10 Years | Inception | |||||||
| Class A Return Before Taxes | Sept. 23, 1996 | -2.73% | 9.73% | 7.73% | 8.98% | ||||||
| Class A Return After Taxes | |||||||||||
| on Distributions | Sept. 23, 1996 | -5.59% | 7.34% | 5.50% | 6.89% | ||||||
| Class A Return After Taxes | |||||||||||
| on Distributions and Sale of | |||||||||||
| Fund Shares | Sept. 23, 1996 | 0.83% | 7.66% | 6.10% | 7.06% | ||||||
| Class B Return Before Taxes | |||||||||||
| (with applicable CDSC) | January 6, 1998 | -1.64% | 10.05% | 7.79% | 8.58% | ||||||
| Class C Return Before Taxes | |||||||||||
| (with applicable CDSC) | Nov. 4, 1998 | 0.92% | 10.05% | 7.88% | 9.08% | ||||||
| Russell 2500® Growth Index | |||||||||||
| (reflects no deduction for | |||||||||||
| fees, expenses or taxes) | | 9.73% | 13.88% | 8.24% | 7.72%* | ||||||
| Lipper Mid-Cap Growth | |||||||||||
| Funds Average | | 5.90% | 11.85% | 6.80% | 7.88%** |
|
^ |
During the year ended December 31, 2007, the Portfolio received a one-time reimbursement from the Adviser related to past marketing arrangements. During the years ended December 31, 2010, 2011, 2012 and 2013 the Portfolio received payments in respect of class action settlements and during the year ended December 31, 2010, the Fund received a one-time payment in respect of a class action settlement, which had the result of increasing the Portfolios and the Funds total return. As a result, the Funds total return for the years ended December 31, 2007, 2010, 2011, 2012 and 2013 were higher than they would have been had the Fund and the Portfolio not received the payments. |
* |
Since September 23, 1996. |
** |
Since September 30, 1996. |
7
| HSBC Opportunity Fund |
| Summary Section |
Investment Advisers
HSBC Global Asset Management (USA) Inc. is the Portfolios investment adviser. Westfield Capital Management Company, L.P. is the Portfolios subadviser.
Portfolio Managers
Investment decisions for the Portfolio are made by consensus of the Investment Committee (the Committee), which is chaired by William A. Muggia. Although the Committee collectively acts as portfolio manager for the Portfolio, Westfield lists the following Committee members, based either on seniority or role within the committee, as having day-to-day management responsibilities for the Portfolio: William A. Muggia; Ethan J. Myers, CFA; John M. Montgomery; Hamlen Thompson; and Bruce N. Jacobs, CFA. Messrs. Muggia, Meyers and Thompson have been managers of the Portfolio since 2003, Mr. Jacobs has been a manager of the Portfolio since 2004, and Mr. Montgomery has been a manager of the Portfolio since 2006.
Purchasing and Selling Your Shares
Generally, you may purchase or redeem Fund shares on any business day by mail (HSBC Funds, PO Box 8106, Boston, MA 02266-8106), wire transfer, or telephone at 1-800-782-8183. Investors who wish to purchase, exchange or redeem Fund shares through a broker-dealer should contact the broker-dealer directly.
| Minimum | Minimum | ||||||||||
| Initial | Subsequent | ||||||||||
| Account Type | Investment* | Investment* | |||||||||
| Class A or C Shares | |||||||||||
| Regular (non-retirement) | $ | 1,000 | $ | 100 | |||||||
| Retirement (IRA) | $ | 250 | $ | 100 | |||||||
| Automatic Investment Plan | $ | 250 | $ | 25 | |||||||
* Omnibus accounts are eligible to meet the minimums at the omnibus account level.
Class B Shares may no longer be purchased or acquired by any new or existing Class B shareholder, except through dividend and/or capital gains reinvestment.
Tax Information
The Fund intends to declare and pay dividends from net investment income, if any, semi-annually. The Funds distributions are taxable, and will be taxed as ordinary income or capital gains, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account. Such tax-deferred arrangements may be taxed later upon withdrawal of monies from those arrangements.
Payments to Broker-Dealers and Other Financial Intermediaries
If you purchase shares of the Fund through a financial intermediary, such as a broker-dealer or investment adviser, the Fund, the Adviser, the distributor and/or their affiliates may pay the intermediary for the sale of Fund shares and related services. These payments create a conflict of interest by influencing the broker-dealer or other financial intermediary and your salesperson to recommend the Fund over another investment. Ask your financial intermediary or visit your financial intermediarys Web site for more information.
8
| HSBC Opportunity Fund |
| Summary Section |
Class I Shares
Investment Objective
The investment objective of the HSBC Opportunity Fund (the Opportunity Fund or Fund) is long-term growth of capital.
Fees and Expenses of the Fund^
This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund.
| Annual Fund Operating Expenses (expenses that you pay | |||
| each year as a percentage of the value of your investment) | Class I | ||
| Management Fee | 0.80% | ||
| Distribution (12b-1) Fee | 0.00% | ||
| Other Expenses: | |||
| Shareholder Servicing Fee | 0.00% | ||
| Other Operating Expenses | 0.23% | ||
| Total Other Expenses | 0.23% | ||
| Total Annual Fund Operating Expenses | 1.03% |
^ This table reflects the combined fees and expenses for both the Fund and the HSBC Opportunity Portfolio (Opportunity Portfolio or Portfolio).
Example
This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Funds operating expenses remain the same. The Example reflects the combined fees and expenses of the Fund and the Portfolio. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
| 1 Year | 3 Years | 5 Years | 10 Years | |||||
| Class I Shares | $105 | $328 | $569 | $1,259 |
Portfolio Turnover
The HSBC Opportunity Portfolio (Opportunity Portfolio or Portfolio) pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in Annual Fund Operating Expenses or in the Example, affect the Funds performance. During the most recent fiscal year, the Portfolios portfolio turnover rate was 96% of the average value of its portfolio.
Principal Investment Strategies
The Fund seeks to achieve its investment objective by investing all of its assets in the Portfolio, which has the same investment objective as the Fund. For simplicity purposes, this prospectus may use the term Fund to include the Portfolio. The Fund seeks to achieve its investment objective by investing, under normal market conditions, primarily in equity securities of small and mid-cap companies. Small and mid-cap companies generally are defined as those companies with market capitalizations within the range represented in the Russell 2500® Growth Index (as of January 25, 2017, between approximately $19 million and $18.55 billion), the Funds broad-based securities market index.
9
| HSBC Opportunity Fund |
| Summary Section |
Principal Investment Strategies (continued)
The Fund may also invest in equity securities of larger, more established companies and may invest up to 20% of its assets in securities of foreign companies.
Westfield Capital Management Company, L.P., the Portfolios subadviser (Subadviser), selects securities based upon fundamental analysis of the companys cash flow, industry position, potential for high-profit margins, and strength of management, as well as other factors. The Subadviser uses a bottom-up, as opposed to a top-down, investment style to select investments that it believes offer superior prospects for growth and are either:
| ● |
early in their cycle but
which the Subadviser believes have the potential to become major
enterprises, or |
| ● |
are major enterprises whose rates of earnings growth the Subadviser expects to accelerate because of special factors, such as rejuvenated management, new products, changes in consumer demand, or basic changes in the economic environment. |
The Subadviser believes these growth companies to have products, technologies, management, markets or opportunities which will potentially facilitate earnings growth over time that may be above the growth rate of the overall economy and the rate of inflation. Investments in growth companies may include securities listed on a securities exchange or traded in the over-the-counter markets.
The Fund will invest primarily in common stocks, but may, to a limited extent, seek appreciation in other types of securities when relative values and market conditions make such purchases appear attractive.
Principal Investment Risks
You could lose money by investing in the Fund. The Fund has the following principal investment risks:
| ● |
Currency Risk:
Fluctuations in exchange
rates between the U.S. dollar and foreign currencies, or between various
foreign currencies, may negatively affect the Funds performance. The Fund
may seek to reduce currency risk by hedging part or all of its exposure to
various foreign currencies; however, even if such hedging techniques are
employed, there is no assurance that they will be successful.
|
| ● |
Equity Securities
Risk: The prices of equity securities fluctuate from time to time based on changes in a companys
financial condition or overall market and economic conditions. As a result, the value of equity securities may fluctuate
drastically from day to day. Equity securities that are traded in the over-the-counter markets (rather than on a securities
exchange) are generally less liquid and generally subject to less onerous corporate disclosure and governance standards.
The risks of investing in equity securities also include:
|
| ● |
Style Risk:
The risk that use of a
growth or value investing style may fall out of favor in the marketplace
for various periods of time. Growth stock prices reflect projections of
future earnings or revenues and may decline dramatically if the company
fails to meet those projections. A value stock may not increase in price
as anticipated if other investors fail to recognize the companys value.
|
| ● |
Capitalization Risk:
Stocks of large
capitalization companies may be volatile in the event of earnings
disappointments or other financial developments. Medium and smaller
capitalization companies may involve greater risks due to limited product
lines and market and financial or managerial resources. Stocks of these
companies may also be more volatile, more difficult to value accurately,
less liquid and subject to the potential for greater declines in stock
prices in response to selling pressure. Stocks of smaller capitalization
companies generally have more risk than larger and medium capitalization
companies. |
| ● |
Issuer Risk: An issuers earnings prospects and overall financial position may deteriorate, causing a decline in the Funds net asset value. |
10
| HSBC Opportunity Fund |
| Summary Section |
Principal Investment Risks (continued)
| ● |
Foreign Securities
Risk: Investments in
foreign securities are generally considered riskier than investments in
U.S. securities, and are subject to additional risks, including
international trade, social, political, economic and regulatory risks;
fluctuating currency exchange rates; less liquid, developed or efficient
trading markets; the imposition of exchange controls, confiscations and
other government restrictions (e.g., sanctions or tariffs) by the United States or
other countries; expropriation or confiscatory taxation; imposition of
withholding or other taxes on dividend or interest payments (or, in some
cases, capital gains); and different corporate disclosure and governance
standards. |
| ● |
Market Risk: The value of the Funds investments may decline due to changing economic, political, social, regulatory or market conditions. Market risk may affect a single issuer, industry or section of the economy or it may affect the economy as a whole. Moreover, the conditions in one country or geographic region could adversely affect the Funds investments in a different country or geographic region. |
An investment in the Fund is not a deposit of HSBC Bank USA, N.A. and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.
Performance Bar Chart and Table
The bar chart and table below provide an indication of the risks of an investment in the Fund by showing changes in the Funds year-to-year performance and by showing how the Funds average annual returns compare with those of a broad measure of market performance and an average for a peer group of similar funds. Past performance, including before- and after-tax returns, does not indicate how the Fund will perform in the future.
The bar chart below shows the Funds annual returns for Class I Shares and how performance has varied from year to year.
Annual Total Returns as of 12/31 for
Class I Shares

| Best Quarter: | Q4 2010 | 19.20% | |||
| Worst Quarter: | Q4 2008 | -25.77% |
11
| HSBC Opportunity Fund |
| Summary Section |
Performance Bar Chart and Table (continued)
The table below shows returns on a before-tax and after-tax basis. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investors tax situation and may differ from those shown. After-tax returns are not relevant to investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. The table further compares the Funds performance over time to that of the Russell 2500® Growth Index and the Lipper Mid-Cap Growth Funds Average.
Average Annual Total Returns^ (for the periods ended December 31, 2016)
| Inception | Since | ||||||||||
| Date | 1 Year | 5 Years | 10 Years | Inception | |||||||
| Class I Return Before Taxes | Sept. 3, 1996 | 2.93% | 11.42% | 8.74% | 10.24% | ||||||
| Class I Return After Taxes | |||||||||||
| on Distributions | Sept. 3, 1996 | 0.38% | 8.97% | 6.61% | 8.16% | ||||||
| Class I Return After Taxes | |||||||||||
| on Distributions and Sale | |||||||||||
| of Fund Shares | Sept. 3, 1996 | 3.77% | 8.98% | 6.92% | 8.16% | ||||||
| Russell 2500® Growth Index | |||||||||||
| (reflects no deduction for | |||||||||||
| fees, expenses or taxes) | | 9.73% | 13.88% | 8.24% | 7.89%* | ||||||
| Lipper Mid-Cap Growth | |||||||||||
| Funds Average | | 5.90% | 11.85% | 6.80% | 7.88%** |
| ^ | During the year ended December 31, 2007, the Portfolio received a one-time reimbursement from the Adviser related to past marketing arrangements. During the years ended December 31, 2010, 2011, 2012 and 2013, the Portfolio also received payments in respect of class action settlements and during the year ended December 31, 2010, the Fund also received a one-time payment in respect of a class action settlement, which had the result of increasing the Portfolios and the Funds total return. As a result, the Funds total return for the years ended December 31, 2007, 2010, 2011, 2012 and 2013 were higher than they would have been had the Fund and the Portfolio not received the payments. |
| * | Since September 3, 1996. |
| ** | Since September 30, 1996. |
12
| HSBC Opportunity Fund |
| Summary Section |
Investment Advisers
HSBC Global Asset Management (USA) Inc. is the Portfolios investment adviser. Westfield Capital Management Company, L.P. is the Portfolios subadviser.
Portfolio Managers
Investment decisions for the Portfolio are made by consensus of the Investment Committee (the Committee), which is chaired by William A. Muggia. Although the Committee collectively acts as portfolio manager for the Portfolio, Westfield lists the following Committee members, based either on seniority or role within the committee, as having day-to-day management responsibilities for the Portfolio: William A. Muggia; Ethan J. Myers, CFA; John M. Montgomery; Hamlen Thompson; and Bruce N. Jacobs, CFA. Messrs. Muggia, Meyers and Thompson have been managers of the Portfolio since 2003, Mr. Jacobs has been a manager of the Portfolio since 2004, and Mr. Montgomery has been a manager of the Portfolio since 2006.
Purchasing and Selling Your Shares
Generally, you may purchase or redeem Fund shares on any business day by mail (HSBC Funds, PO Box 8106, Boston, MA 02266-8106), wire transfer, or telephone at 1-800-782-8183. Investors who wish to purchase, exchange or redeem Fund shares through a broker-dealer should contact the broker-dealer directly.
| Minimum | Minimum | ||||
| Initial | Subsequent | ||||
| Account Type | Investment* | Investment* | |||
| Class I Shares | $5,000,000 | $0 |
| * | Omnibus accounts are eligible to meet the minimums at the omnibus account level. |
Tax Information
The Fund intends to declare and pay dividends from net investment income, if any, semi-annually. The Funds distributions are taxable, and will be taxed as ordinary income or capital gains, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account. Such tax-deferred arrangements may be taxed later upon withdrawal of monies from those arrangements.
Payments to Broker-Dealers and Other Financial Intermediaries
If you purchase shares of the Fund through a financial intermediary, such as a broker-dealer or investment adviser, the Fund, the Adviser, the distributor and/or their affiliates may pay the intermediary for the sale of Fund shares and related services. These payments create a conflict of interest by influencing the broker-dealer or other financial intermediary and your salesperson to recommend the Fund over another investment. Ask your financial intermediary or visit your financial intermediarys Web site for more information.
13
| Additional Information About the Funds |
| Investment Strategies and Risks |
More About Risks and Investment Strategies
The Fund comprises two separate series of HSBC Funds (the Trust). The Class A Shares, Class B Shares and Class C Shares are issued by one series of the Trust and the Class I Shares are issued by another series of the Trust.
The investment objective and strategies of the Fund are non-fundamental and may be changed without shareholder approval. Shareholders will be given advance notice of material changes to the Funds investment objective or other non-fundamental investment policies. If there is a change in the investment objective or strategies of the Fund, shareholders should consider whether the Fund remains an appropriate investment in light of their current financial position and needs. There can be no assurance that the investment objective of the Fund will be achieved.
The Fund seeks to achieve its investment objective by investing all of its assets in the HSBC Opportunity Portfolio (the Portfolio), an additional series of the Trust. The Portfolio has the same investment objective as the Fund. This two-tier fund structure is commonly referred to as a master/feeder structure because one fund (the Fund or feeder fund) is investing all its assets in a second fund (the Portfolio or master fund). Fund shareholders bear the expenses of both the Fund and the Portfolio, which may be greater than other structures. For reasons relating to costs or a change in investment objective, among others, the Fund could switch to another pooled investment company or decide to manage its assets itself. The Fund is not currently contemplating such a change. See The Two-Tier Fund Structure for more information.
Certain HSBC fund-of-funds and other investment products and institutional investors are permitted to invest in the Fund. As a result, the Fund may have large inflows or outflows of cash from time to time. This could have adverse effects on the Funds performance if the Fund were required to sell securities or invest cash at times when it otherwise would not do so. This activity could also accelerate the realization of capital gains and increase the Funds transaction costs.
The Fund may seek a temporary or defensive position in response to unfavorable economic or market conditions, while waiting for suitable investment opportunities, or under other circumstances (e.g., to seek returns on excess cash) as the Adviser and/or Sub-adviser, as applicable, deems appropriate. When the Fund is seeking a temporary or defensive position, it may invest part or all of its assets in: cash or cash equivalents; time deposits, certificates of deposit and bankers acceptances issued by a commercial bank or savings and loan association; commercial paper rated at the time of purchase by one or more nationally recognized statistical rating organizations (NRSROs) in one of the two highest categories or, if not rated, issued by a corporation having an outstanding unsecured debt issue rated high-grade by an NRSRO; short-term corporate obligations rated high-grade by an NRSRO; U.S. Government obligations; Government agency securities issued or guaranteed by U.S. Government-sponsored instrumentalities and federal agencies; repurchase agreements collateralized by the securities listed above; and both affiliated (including the HSBC U.S. Government Money Market Fund) and unaffiliated money market fund shares. The Funds investment objective may not be achieved while it is invested in a temporary or defensive position. The Fund may also borrow money for temporary or emergency purposes.
14
| Additional Information About the Funds |
| Investment Strategies and Risks |
Principal Investment Risks
An investment in the Fund is subject to investment risks, including the possible loss of the principal amount invested. This section provides more detailed information about the Funds principal investments and risks. This prospectus does not disclose all the types of securities or investment strategies that the Fund may use. The Funds SAI provides more detailed information about the securities, investment policies and risks described in this prospectus.
The Fund is subject to the following principal investment risks:
| ● |
Currency Risk: Fluctuations in exchange rates between the
U.S. dollar and foreign currencies, or between various foreign currencies,
may negatively affect the Funds performance. Adverse changes in exchange
rates may erode or reverse any gains produced by foreign-currency
denominated investments and may widen any losses. Currency exchange rates
can be volatile and can be affected by, among other factors, the actions
or inactions by U.S. or foreign governments, central banks or
supranational entities, the imposition of currency controls, speculation,
or general economic or political developments in the U.S. or a foreign
country. The Fund may seek to reduce currency risk by hedging part or all
of its exposure to various foreign currencies; however, even if such
hedging techniques are employed, there is no assurance that they will be
successful. |
| ● |
Equity Securities Risk: The prices of equity securities fluctuate from time to time based on changes in a companys
financial condition or overall market and economic conditions. Individual companies may report poor results or be
negatively affected by industry and/or economic trends and developments, and the prices of equity securities issued by
such companies may suffer a decline in response. These factors contribute to price volatility, which is the principal risk
of investing in funds that primarily hold, directly or indirectly, equity securities. Historically, the equity markets have
moved in cycles and investments in equity securities in general are subject to market risks that may cause their prices to
fluctuate over time. As a result, the value of equity securities may fluctuate drastically from day to day, as the market
price of such securities increases or decreases. Equity securities have greater price volatility than debt instruments.
Equity securities that are traded in the over-the-counter markets (rather than on a securities exchange) are generally less
liquid and generally subject to less onerous corporate disclosure and governance standards. The risks of investing in
equity securities also include:
|
| ● |
Style Risk: The risk that use of a growth or value
investing style may fall out of favor in the marketplace for various
periods of time and result in significant declines in the value of the
Funds investments. Growth stock prices reflect projections of future
earnings or revenues and may decline dramatically if the company fails to
meet those projections. Prices of these companies securities may be more
volatile than other securities, particularly over the short term. A value
stock may not increase in price as anticipated if other investors fail to
recognize the companys value and bid up the price, the markets favor
faster-growing companies, or the factors that were expected to increase
the price of the security do not occur. |
| ● |
Capitalization Risk: Stocks of large capitalization companies may be volatile in the event of earnings disappointments or other financial developments. Large capitalization stocks can perform differently from other segments of the equity market or the equity market as a whole. Large capitalization companies may also be less flexible in evolving markets or unable to implement change as quickly as small or medium capitalization companies. Stocks of medium and smaller capitalization companies may involve greater risks due to limited product lines and market and financial or managerial resources. Stocks of these companies may also be more volatile, more difficult to value accurately, less liquid and subject to the potential for greater declines in stock prices in response to selling pressure. Stocks of smaller
capitalization companies generally have more risk than medium
capitalization companies. Small capitalization stocks tend to perform
differently from other segments of the equity market or the equity market
as a whole, and can be more volatile than stocks of medium or large
capitalization companies. Small-capitalization companies may be newer or
less established. |
| ● |
Issuer Risk: The value of a security may fluctuate for a variety of reasons that relate to the issuer, including, but not limited to, earnings prospects and overall financial position, management performance and reduced demand for the issuers products and services. |
15
| Additional Information About the Funds |
| Investment Strategies and Risks |
Principal Investment Risks (continued)
| ● |
Foreign Securities Risk: Investments in foreign securities are generally considered riskier than investments in U.S. securities, and are subject to additional risks, including international trade, social, political, economic and regulatory risks; fluctuating currency exchange rates; less liquid, developed or efficient trading markets; the imposition of exchange controls, confiscations and other government restrictions and controls (e.g., sanctions and tariffs) by the United States or other countries; expropriation or confiscatory taxation; imposition of withholding or other taxes on dividend or interest payments (or, in some cases, capital gains); and different corporate disclosure and governance standards. Securities of emerging market issuers generally have more risk than securities issued by issuers of more developed markets. Foreign issuers are generally not subject to the same degree of regulations as U.S. issuers, and political changes could adversely affect the Funds investments in a foreign country. In addition, the lack of regulatory controls may expose the Fund to additional risks. Securities markets of
many foreign countries are relatively small, with a limited number of
companies representing a smaller number of industries. To the extent the
Funds investments in a single country or a group of countries represent a
larger percentage of the Funds assets, the Funds performance may be
adversely affected by the economic, political and social conditions in
that country or group of countries. |
| ● |
Market Risk: The value of the Funds investments may decline due to changing economic, political, social, regulatory or market conditions. Issuer, political, economic, regulatory, social or market developments can affect a single issuer, issuers within an industry or economic sector or geographic region, or the market as a whole. In the short term, the Funds investments can fluctuate dramatically in response to these developments. Different parts of the market and different types of securities can react differently to these developments. Moreover, the conditions in one country or geographic region could adversely affect the Funds investments in a different country or geographic region due to increasingly interconnected global economies and financial markets. Even when markets perform well, there is no assurance that the investments held by the Fund will increase in value along with the broader market. In addition, market risk includes the risk that geopolitical events will disrupt the economy on a regional, national or global level. For instance, terrorism, regional conflicts, market manipulation, government defaults, government shutdowns, and natural/environmental disasters can all negatively impact the securities markets, which could cause the Fund to lose value. Any market disruptions could also prevent the Fund from executing advantageous investment decisions in a timely manner. Funds that have focused their investments in a region enduring geopolitical market disruption will have higher risks of loss. Thus, investors should closely monitor current market conditions to determine whether the Fund meets their individual financial needs and tolerance for risk. |
16
| Additional Information About the Funds |
| Investment Strategies and Risks |
Additional Risks
In addition to the principal investment risks described above, the Fund will generally be subject to the following additional risks:
| ● |
American Depositary Receipts (ADRs) Risk: The Funds investments may take the form of sponsored and unsponsored ADRs. ADRs, which are typically issued by a U.S. financial institution (a depositary), evidence ownership interests in a security or pool of securities issued by a foreign company which are held by a depositary. ADRs are denominated in U.S. dollars and trade in the U.S. securities markets. ADRs involve many of the same risks of investing directly in foreign securities, including, for example, risks related to adverse political and economic developments unique to a country or region, currency fluctuations or controls and the possibility of expropriation, nationalization or confiscatory taxation. ADRs also involve risks
not experienced when investing directly in the equity securities of an
issuer. ADRs may be less liquid than the underlying shares in their
primary foreign trading market. Investment restrictions in certain
countries also may adversely affect the value of ADRs because such
restrictions may limit the ability to convert foreign equity securities
into ADRs and vice versa. Such restrictions may cause the equity
securities of the foreign company to trade at a discount or premium to the
market price of the related ADR. In addition, holders of unsponsored ADRs
generally bear all the costs of such facilities and the depositary of an
unsponsored facility frequently is under no obligation to distribute
shareholder communications received from the issuer of the deposited
security or to pass through voting rights to the holders of such ADRs in
respect of the deposited securities. |
| ● |
Allocation Risk: The Funds portfolio managers may favor one or more types of investments, assets, sectors or
geographic regions that underperform other investments, assets, sectors, geographic regions or the securities markets as a
whole. As a result, an investor may lose money.
|
| ● |
Exposure to Technology Risk:
The mid-cap sector of the
stock market includes a significant number of companies the securities of
which may be characterized as technology or technology-related
investments. The value of the Funds investments in the mid-cap sector of
the stock market may be impacted by developments affecting technology and
technology-related stocks generally. The Fund does not as a matter of
investment strategy seek to invest disproportionately in such securities.
|
| ● |
Large Scale Redemption Risk:
Certain HSBC fund-of-funds
and other investment products and institutional investors are permitted to
invest in the Fund. As a result, the Fund may experience redemptions
resulting in large outflows of cash from time to time. This could have
adverse effects on the Funds performance if the Fund were required to
sell securities at times when it otherwise would not do so. This activity
could also accelerate the realization of capital gains or losses, increase
the Funds transaction costs or decrease the liquidity of the Funds
portfolio. Similarly, large purchases of Fund shares may adversely affect
the Funds performance to the extent that the Fund is delayed in investing
new cash and is required to maintain a larger cash position than it
ordinarily would. Large purchases of Fund shares could also result in a Fund's current expenses being allocated over a smaller asset base, leading to an increase in the Fund's expense ratio. Although large shareholder transactions may be more
frequent under certain circumstances, the Fund is generally subject to the
risk that a large shareholder can purchase or redeem a significant
percentage of Fund shares at any time. Moreover, the Fund is subject to
the risk that other shareholders may make investment decisions based on
the choices of a large shareholder, which could exacerbate any potential
negative effects experienced by the Fund. |
| ● |
Liquidity Risk: The Fund may not be able to sell some or all of its investments at desired prices, or may be unable to sell investments at all, due to lack of demand in the market for, or a reduction in the number or capacity of market participants making a market in, such investments. Additionally, the Fund may, at times, hold illiquid securities, by virtue of the absence of a readily available market for certain of its investments, or because of legal or contractual restrictions on sales. The Fund will not make investments in illiquid securities to the extent that it would hold 15% of its net assets in securities deemed to be illiquid following the investment. The Fund could lose money if it is unable to dispose of an investment at a time that is most beneficial to the Fund, which could prevent the Fund from taking advantage of other investment opportunities. Investments that are illiquid or that trade in lower volumes may be more difficult to value, particularly during changing economic, political or market conditions. A security may become illiquid after purchase. |
17
| Additional Information About the Funds |
| Investment Strategies and Risks |
Additional Risks (continued)
| ● |
Mortgage- and
Asset-Backed Securities Risk: Mortgage- and asset-backed securities are debt instruments that are
secured by interests in pools of mortgage loans or other financial assets,
such as credit card or automobile receivables. The value of these
securities will be influenced by the factors affecting the assets
underlying such securities, changes in interest rates, changes in default
rates of borrowers and private insurers or deteriorating economic
conditions. During periods of declining asset values, mortgage- and
asset-backed securities may be difficult to value or become more volatile
and/or illiquid. The risk of default is generally higher in the case of
securities backed by loans made to borrowers with sub-prime credit
metrics. If market interest rates increase substantially and the Funds
adjustable-rate securities are not able to reset to market interest rates
during any one adjustment period, the value of the Funds holdings and its
net asset value may decline until the adjustable-rate securities are able
to reset to market rates. In the event of a dramatic increase in interest
rates, the lifetime limit on a securitys interest rate may prevent the
rate from adjusting to prevailing market rates. In such an event the
security could underperform and affect the Funds net asset value. In
addition, mortgage-backed securities can be highly sensitive to rising
interest rates, such that even small movements can cause an investing Fund
to lose value. Mortgage- and asset-backed securities are subject to
interest rate, prepayment, extension, market, and credit risks, all of
which are described elsewhere in this prospectus. Asset-backed securities
may not have the benefit of a security interest in collateral comparable
to that of mortgage assets, resulting in additional credit risk.
|
| ● |
Repurchase Agreement
Risk: The use of repurchase
agreements, in which a party buys a security from another party (seller)
and the seller agrees to repurchase the security at an agreed-upon date
and price (which reflects a market rate of interest), involves certain
risks. If the seller in a repurchase agreement defaults on its obligation
to repurchase the underlying securities at a time when the value of these
securities has declined, the Fund may incur a loss upon disposition of the
securities. There is also a risk that the seller of the agreement may
become insolvent and subject to liquidation. |
| ● |
Temporary Defensive
Position Risk: The Fund may
temporarily depart from its principal investment strategies by making
short-term investments in cash, cash equivalents, high-quality, short-term
debt instruments and money market instruments for temporary defensive
purposes in response to adverse market, economic or political conditions.
This may result in the Fund not achieving its investment objective during
that period. If the market advances during periods when the Fund is
holding a large cash position, the Fund may not participate to the extent
it would have if it had been more fully
invested. |
| ● |
When-Issued Securities Risk: The price and yield of securities purchased on a when-issued basis is fixed on the date of the commitment but payment and delivery are scheduled for a future date. Consequently, these securities present a risk of loss if the other party to a when-issued transaction fails to deliver or pay for the security. In addition, purchasing securities on a when-issued basis can involve a risk that the yields available in the market on the settlement date may actually be higher (or lower) than those obtained in the transaction itself and, as a result, the when-issued security may have a lesser (or greater) value at the time of settlement than the Funds payment obligation with respect to that security. |
More Information About Indices
An index measures the market prices of a specific group of securities in a particular market or market sector. You cannot invest directly in an index or a Lipper Average. Unlike a mutual fund, an index does not have an investment adviser and does not pay any commissions or expenses. If an index had expenses, the Funds performance would be lower.
Russell 2500TM Growth Index: The Russell 2500TM Growth Index measures the performance of the small to mid-cap growth segment of the U.S. equity universe. It includes those Russell 2500 companies with higher price-to-book ratios and higher forecasted growth values.
Lipper Mid-Cap Growth Funds Average: The Lipper Mid-Cap Growth Funds Average is an average of funds which invest at least 75% of their equity assets in companies with market capitalizations (on a three-year weighted basis) below Lippers U.S. Diversified Equity large-cap floor. These funds will typically have an above average price- to-earnings ratio, price-to-book ratio and three-year sales-per share growth value, compared to the S&P MidCap 400® Index. The total return of the Lipper Average does not include the effect of sales charges.
18
| Additional Information About the Funds |
| Investment Strategies and Risks |
Other Information
To the extent authorized by law, the Fund reserves the right to discontinue offering shares at any time, merge, reorganize itself or any class of shares or cease operations and liquidate.
Who May Want To Invest?
Consider investing in the Fund if you are:
| ● |
Seeking a long-term goal such as retirement
|
| ● |
Looking to add a growth component to your
investment portfolio |
| ● |
Willing to accept higher risks of investing in the stock market in exchange for potentially higher long-term returns |
The Fund will not be appropriate for anyone:
| ● |
Seeking monthly income
|
| ● |
Pursuing a short-term goal or investing
emergency reserves |
| ● |
Seeking safety of principal |
More Information About Fund Investments
This prospectus describes the Funds principal strategies, and the Fund will normally invest in the types of securities described in this prospectus. However, in addition to the investments and strategies described in this prospectus, the Fund also may invest in other securities and engage in other investment practices. These securities and investment practices, as well as those described in this prospectus, are described in detail in the SAI. Of course, the Fund cannot guarantee that it will achieve its investment goal.
Portfolio Holdings
A description of the Funds policies and procedures with respect to the disclosure of the Funds portfolio securities is available in the SAI and on the Funds website at www.investorfunds.us.hsbc.com. To request a copy of the SAI, please refer to the back cover of this prospectus.
The Two-Tier Fund Structure
The Fund seeks to achieve its investment objective by investing all of its investable assets in a corresponding series of the Trust that has the same investment objective as the Fund. The underlying series of the Trust is the HSBC Opportunity Portfolio. This is referred to as a master/feeder arrangement because one fund (the feeder fund or the Fund) feeds its assets into another fund (the master fund or the Portfolio). Shareholders should carefully consider this two-tier investment approach. For example, other mutual funds or non-registered funds or other institutional investors may invest in the Portfolio on the same terms and conditions as the Fund (although they may have different sales commissions and other operating expenses that may generate different returns). As with traditionally structured funds which have large investors, the actions of these mutual funds and institutional investors (or other large investors) may have a material effect on smaller investors in the Portfolio, including the Fund. For example, if a large investor withdraws from the Portfolio, operating expenses may increase, thereby producing lower returns for investors in the Fund. Additionally, the Portfolio may become less diversified, which could increase its risk.
Except as permitted, whenever the Fund is requested to vote on a matter pertaining to the Portfolio, the Fund will hold a meeting of its shareholders. At the meeting of investors in the Portfolio, the Fund will cast all of its votes in the same proportion as the votes of the Funds shareholders.
The investment objective of the Fund and Portfolio may be changed without approval of the shareholders. The Fund may withdraw its investment in the Portfolio as a result of certain changes in the Portfolios investment objective, policies or restrictions or if it is in the best interests of the Fund to do so.
19
| Fund Management |
The Investment Adviser and Subadviser
HSBC Global Asset Management (USA) Inc., 452 Fifth Avenue, New York, New York, 10018, is the investment adviser for the Portfolio pursuant to an investment advisory contract (the Investment Advisory Agreement) with the Trust. The Adviser is a wholly-owned subsidiary of HSBC Bank USA, N.A., which is a wholly-owned subsidiary of HSBC USA, Inc., a registered bank holding company (collectively HSBC). HSBC currently provides investment advisory services for individuals, trusts, estates and institutions. As of September 30, 2016, the Adviser had approximately $67.1 billion in assets under management.
The Trust and the Adviser have received an exemptive order from the Securities and Exchange Commission (SEC) that allows the Adviser to implement new investment subadvisory contracts and to make material changes to existing subadvisory contracts with the approval of the Board of Trustees, but without shareholder approval. Subject to the terms of the exemptive order, the Fund and Portfolio may currently hire and/or terminate subadvisers without shareholder approval. The Adviser has the ultimate responsibility, subject to oversight by the Board of Trustees, to oversee any subadvisers and recommend their hiring, termination and replacement.
Westfield Capital Management Company, L.P. (Westfield) serves as subadviser to the Opportunity Portfolio pursuant to a sub-advisory agreement (the Sub-Advisory Agreement) with the Adviser. Westfield makes the day-to-day investment decisions and continuously reviews, supervises and administers the Portfolios investment program. Westfield is 100% employee owned. Westfield was founded in 1989 and supervises domestic growth equity portfolios. Its principal office is located at One Financial Center, Boston, MA 02111. As of December 31, 2016, Westfield had approximately $11.8 billion in assets under management.
For these advisory and management services (including any subadvisory services), during the last fiscal year the Portfolio paid a management fee (net of fee waivers) as follows:
| Percentage of | |
| Average Net Assets | |
| for Fiscal Year Ended 10/31/16 | |
| Opportunity Fund Class A, Class B and Class C Shares* | 0.24% |
| Opportunity Fund Class I Shares* | 0.80% |
| * | The Adviser has entered into a contractual expense limitation agreement with the Fund (Expense Limitation Agreement) under which it will limit total expenses of the Fund (excluding interest, taxes, brokerage commissions, extraordinary expenses and estimated indirect expenses attributable to the Funds investments in investment companies other than the Opportunity Portfolio) to an annual rate of 1.65%, 2.40%, 2.40% and 1.10% for Class A, Class B, Class C and Class I Shares, respectively. Any amounts contractually waived or reimbursed by the Adviser will be subject to repayment by the Fund to the Adviser within three years to the extent that the repayment will not cause the Funds operating expenses to exceed the contractual expense limit that was in effect at the time of such waiver or reimbursement. The expense limitations shall be in effect until March 1, 2018. The Expense Limitation Agreement shall terminate upon the termination of the Investment Advisory Agreement between the Portfolio and the Adviser, or it may be terminated upon written notice to the Adviser by the Fund’s Board of Trustees. |
A discussion regarding the basis for the Board of Trustees approval of the Investment Advisory Agreement and Sub-Advisory Agreement is available in the Funds April 30, 2016 semi-annual report and will be available in the April 30, 2017 semi-annual report.
20
| Fund Management |
Portfolio Managers
Investment decisions for the Opportunity Portfolio are made by consensus of the Westfield Investment Committee (the Committee).
| ● |
William A. Muggia is
President, Chief Executive Officer and Chief Investment Officer. Mr.
Muggia covers Healthcare and Energy, as well as provides overall market
strategy. He has been at Westfield since 1994 and has been Chief
Investment Officer since 2001. He has 33 years of investment experience.
Mr. Muggia earned his MBA from Harvard Business School and received a BA
from Middlebury College. |
| ● |
Ethan J. Meyers is a
Managing Partner and Director of Research. Mr. Meyers covers Consumer,
Financial and Business Services. Mr. Meyers joined Westfield in 1999. He
has 21 years of investment experience. Mr. Meyers earned his BS from AB
Freeman School of Business at Tulane University. Mr. Meyers is a Chartered
Financial Analyst. |
| ● |
John M. Montgomery is a
Managing Partner, Portfolio Strategist, and Chief Operating Officer. Mr.
Montgomery joined Westfield in 2006. He has 23 years of investment
experience. Mr. Montgomery holds an MM from JL Kellogg Graduate School of
Management at Northwestern University and a BA from Trinity
College. |
| ● |
D. Hamlen Thompson is a
Managing Partner and covers Energy and Industrials. Mr. Thompson joined
Westfield in 2003. He has 23 years of investment experience. Mr. Thompson
earned his MBA from the Carroll School of Management at Boston College and
received a BA from Colby College. |
| ● |
Bruce N. Jacobs is a Managing Partner and covers Medtech and Consumer Staples. Mr. Jacobs joined Westfield in 2004. He has 25 years of investment experience. Mr. Jacobs earned his MBA from Harvard Business School and received a BS from the Wharton School of the University of Pennsylvania. Mr. Jacobs is a Chartered Financial Analyst. |
Additional information about the portfolio managers compensation, other accounts managed by these individuals, and their ownership of securities in the Portfolio they manage is available in the SAI. You can obtain a copy of the SAI on the Funds website at www.investorfunds.us.hsbc.com.
The Distributor, Administrator and Sub-Administrator
The Adviser also serves as the Funds administrator (the Administrator), and in that role oversees and coordinates the activities of other service providers, and monitors certain aspects of the Funds operations. The Administrator has retained Citi Fund Services Ohio, Inc., whose address is 4400 Easton Commons, Suite 200, Columbus, OH 43219, as sub-administrator to the Fund (the Sub-Administrator). Administrative services provided by the Administrator and Sub-Administrator include providing office space, equipment and clerical personnel to the Fund and supervising custodial, auditing, valuation, bookkeeping, regulatory and dividend disbursing services.
Foreside Distribution Services, L.P. (the Distributor), a member of the Financial Industry Regulatory Authority (FINRA), is the Trusts principal underwriter and acts as the Trusts distributor in connection with the offering of Fund shares. The Distributor may enter into agreements with banks, broker-dealers, or other financial intermediaries through which investors may purchase or redeem shares.
The SAI has more detailed information about the Adviser, Subadvisers, Distributor, Administrator and Sub-Administrator, and other service providers. You can obtain a copy of the SAI on the Funds website at www.investorfunds.us.hsbc.com.
21
| Shareholder Information |
Pricing of Fund Shares
| How NAV is Calculated |
The net asset value (NAV) for each class of shares is calculated by dividing the total value (current market value based on readily available market quotations) of the Funds investments and other assets attributable to a class, less any liabilities attributable to that class, by the total number of outstanding shares of that class:
| NAV = | Total Assets Liabilities |
| Number of Shares | |
| Outstanding |
The value of assets in the Funds portfolio is determined on the basis of their market value, or where market quotations are not readily available or are deemed unreliable due to a significant event or otherwise, based on fair value as determined in good faith in accordance with the procedures established by, and under the general supervision of, the Funds Board of Trustees. The Fund may invest in securities that are primarily listed on foreign exchanges that trade on weekends or other days when the Fund does not price its shares. The value of portfolio securities held by such Fund may change on days when shareholders will not be able to purchase or redeem shares.
|
The NAV is generally determined once each day at the close of regular trading on the New York Stock Exchange (Exchange), normally at 4 p.m. Eastern time on days the Exchange is open. The Exchange is generally not open, and the Fund does not price its shares, on most U.S. national holidays and on Good Friday. The value of securities traded in markets outside the United States or denominated in currencies other than the U.S. dollar may be affected significantly on a day that the Exchange is closed and an investor is not able to purchase, redeem or exchange shares. Your order for the purchase, sale or exchange of shares is priced at the next NAV calculated after your order is accepted by the Fund or its agent, plus any applicable sales charge. If you sell Class B Shares or Class C Shares, a contingent deferred sales charge may apply, which would reduce the amount of money paid to you by the Fund. For more information about sales charges, see the section on Distribution Arrangements/Sales Charges. Fair Value Pricing Policies The Fund will fair value price its securities in accordance with Board-approved procedures when market quotations are not readily available. Generally, this would include securities for which trading has been halted, securities whose value has been materially affected by the occurrence of a significant event (as defined below), and other securities where a market price is not available from either a national pricing service or a broker. In addition, exception-priced securities (i.e., securities for which the market value is provided by a quote from a single broker rather than a national pricing service) will be reviewed on a quarterly basis. Fair valuations will be reviewed by the Board of Trustees or its Valuation and Investment Oversight Committee not less than four times a year. Fair value pricing should result in a more accurate determination of the Funds NAV, which should eliminate the potential for stale pricing arbitrage opportunities in the Fund. However, fair value pricing involves the risk that the values used by the Fund to price its investments may be different from those used by other investment companies and investors to price the same investments. A significant event is one that occurred prior to the Funds valuation time, is not reflected in the most recent market price of a security, and that could materially affect the value of a security. Generally, such significant events relate to developments in foreign securities that occur after the close of trading in their respective markets. The Funds accounting agent may obtain fair value prices of foreign securities through utilization of a Fair Value Pricing Service previously approved by the Board where the level of a movement in a designated market or index is sufficiently large to constitute a significant event. |
22
| Shareholder Information |
Purchasing and Adding to Your Shares
|
Purchasing Shares You may purchase, redeem or exchange shares of the Fund through the Funds Transfer Agent or through banks, brokers and other investment representatives, which may charge additional fees and may require higher minimum investments or impose other limitations on buying and selling shares. If you purchase, redeem or exchange shares through a bank, broker or other investment representative, that party is responsible for transmitting orders to the Funds Transfer Agent and may have an earlier cut-off time for purchase, redemption and exchange orders. Purchase, redemption and exchange orders will be executed at the NAV next calculated after the Funds Transfer Agent has received and accepted the order in good order. In addition, certain banks, brokers and other investment representatives are authorized to accept, on behalf of the Trust, purchase, redemption and exchange orders placed by or on behalf of their customers. If a bank, broker or other investment representative is authorized to accept, on behalf of the Trust, purchase, redemption and exchange orders (and provided such authorized agent complies with its agreement with the Trust or the Distributor), the Fund or the Funds Transfer Agent will be deemed to have received an order for the purchase, redemption or exchange of Fund shares when the order is received and accepted in good order by such authorized agent, and the order will be executed at the NAV next calculated. Each authorized agents agreement with the Trust or the Distributor allows orders to be executed at the NAV next calculated, after the order is received and accepted in good order by such authorized agent, although the order may not be transmitted to the Trust or the Funds Transfer Agent until after the time at which a Fund next calculates its NAV. In general, good order means that payment for your purchase and all the information needed to complete your order must be received by the Fund, the Funds Transfer Agent or their authorized agents before your order is processed. Purchase proceeds must be received by 6:00 p.m. Eastern time. You should contact the bank, broker or other investment representative through whom you purchase, redeem or exchange shares of the Fund to learn whether it is authorized to accept orders on behalf of the Trust. You should also consult such bank, broker or other investment representative for specific information about the purchase, redemption and/or exchange of Fund shares. |
All purchases must be in U.S. dollars. A fee will be charged for any checks that do not clear. Third-party checks, money orders, travelers checks and credit card convenience checks are not accepted. Bank starter checks will not be accepted for initial purchases.
The Fund may reject a purchase order if it considers it in the best interest of the Fund and its shareholders. The Fund has the option of not accepting purchase orders from non-U.S. investors.
Investment minimums for any class may be waived or lowered, at the discretion of the Adviser, for investments in the Fund by clients of the Adviser and its affiliates, or in other situations where the Adviser determines that it is in the best interests of the Fund and its shareholders to do so.
Class B Shares may no longer be purchased or acquired by any new or existing Class B shareholder, except through dividend and/or capital gains reinvestment. Any other order to purchase Class B Shares will be rejected. Class B shareholders may continue to hold Class B Shares until such shares automatically convert under the existing conversion schedule, or until the shareholder redeems such Class B Shares, subject to any applicable contingent deferred sales charge (CDSC).
| Minimum | Minimum | |||||||||||
| Class A or C | Initial | Subsequent | ||||||||||
| Shares | Investment* | Investment* | ||||||||||
| Regular | $ | 1,000 | $ | 100 | ||||||||
| (non-retirement) | ||||||||||||
| Retirement (IRA) | $ | 250 | $ | 100 | ||||||||
| Automatic | ||||||||||||
| Investment Plan | $ | 250 | $ | 25 | ||||||||
| Class I Shares** | $ | 5,000,000 | $ | 0 | ||||||||
| * | Omnibus accounts are eligible to meet the minimums at the Omnibus account level. |
| ** | Class I Shares are available for investment by investment companies advised by the Adviser without regard to these minimums. Investment minimums for Class I Shares have been lowered for share purchases made by employees of the Adviser and its affiliates and by members of the HSBC Funds Board of Trustees. |
23
| Shareholder Information |
|
Purchasing and Adding to Your
Shares |
|
Avoid 28% Tax Withholding The Fund is required to withhold 28% of taxable dividends, capital gains distributions and redemptions paid to shareholders who have not provided the Fund with their certified taxpayer identification number in compliance with Internal Revenue Service (IRS) rules, or if you have been notified by the IRS that you are subject to backup withholding. Backup withholding is not an additional tax; rather, it is a way in which the IRS ensures that it will collect taxes otherwise due. Any amounts withheld may be credited against your U.S. federal income tax liability. To avoid this, make sure you provide your correct Tax Identification Number (social security number for most investors) on your Account Application. |
Instructions for Opening or Adding to an Account
By Regular Mail or By Overnight Service
Initial Investment:
If purchasing through your financial adviser or brokerage account, simply tell your adviser or broker that you wish to purchase shares of the Fund and he or she will take care of the necessary documentation. For all other purchases, follow the instructions below.
| 1. | Carefully read, complete, and sign the Account Application. Establishing your account privileges now saves you the inconvenience of having to add them later. A copy of the application can be obtained on the Funds website at www.investorfunds.us.hsbc.com. |
| 2. | Make your check payable to HSBC Funds and include the name of the appropriate Fund(s) on the check. |
| 3. | Mail to: HSBC Funds, PO Box 8106, Boston, MA 02266-8106. |
Subsequent Investment:
| 1. | Use the investment slip attached to your account statement. Or, if unavailable, |
| 2. | Include the following information in writing: |
| ● |
Fund
name |
| ● |
Share
class |
| ● |
Amount
invested |
| ● |
Account
name |
| ● |
Account number |
|
Electronic vs. Wire Transfer Wire transfers allow financial institutions to send funds to each other, almost instantaneously. With an electronic purchase or sale, the transaction is made through the Automated Clearing House (ACH) and may take up to eight days to clear. There is generally no fee for ACH transactions. |
3. Mail to: HSBC Funds, PO Box 8106, Boston, MA 02266-8106.
24
| Shareholder Information |
|
Purchasing and Adding to Your
Shares |
Electronic Purchases
Your bank must participate in the ACH and must be a U.S. bank. Your bank or broker may charge for this service.
Select the electronic purchase option on your Account Application or call 1-800-782-8183. Your account can generally be set up for electronic purchases within 15 days.
Call 1-800-782-8183 to arrange a transfer from your bank account.
By Wire Transfer
For information on how to request a wire transfer, call 1-800-782-8183.
Automatic Investment Plan
You can make automatic investments in the Fund from your bank account, through payroll deduction or from your federal employment, Social Security or other regular government checks. Automatic investments can be as little as $25, once you have invested the $250 minimum required to open the account. Class B shareholders are no longer permitted to make investments in Class B Shares through any Automatic Investment Plan, and no new Class B Automatic Investment Plans will be established.
To invest regularly from your bank account:
Complete the Automatic Investment Plan portion on your Account Application.
Make sure you note:
| ■ |
Your bank name, address
and account number |
| ■ |
The amount you wish to
invest automatically (minimum $25) |
| ■ |
How often you want to
invest (every month, 4 times a year, twice a year or once a
year) |
| ■ |
Attach a voided personal check. |
To invest regularly from your paycheck or government check:
Call 1-800-782-8183 for an enrollment form.
|
Directed Dividend Option By selecting the appropriate box on the Account Application, you can elect to receive your distributions (capital gains and dividends) in cash (check) or have distributions reinvested in the applicable Fund or reinvested in another HSBC Fund without a sales charge. You must maintain the minimum balance in the Fund into which you plan to reinvest dividends or the reinvestment will be suspended and your dividends paid to you. The Fund may modify or terminate this reinvestment option without notice. You can change or terminate your participation in the reinvestment option at any time by calling 1-800-782-8183. |
Customer Identification Information
To help the U.S. Government fight the funding of terrorism and money laundering activities, federal law requires all financial institutions to obtain, verify and record information that identifies each person that opens a new account, and to determine whether such persons name appears on U.S. Government lists of known or suspected terrorists and terrorist organizations.
As a result, the Fund must obtain the following information for each person that opens a new account:
| ● |
Name; |
| ● |
Date of birth (for
individuals); |
| ● |
Residential or
business street address (although post office boxes are still permitted
for mailing); and |
| ● |
Social security number, taxpayer identification number, or other identifying number. |
25
| Shareholder Information |
| Purchasing and Adding to Your Shares |
| continued |
Federal law prohibits the Fund and other financial institutions from opening a new account unless they receive from an investor the minimum identifying information listed above. After an account is opened, the Fund may restrict your ability to purchase additional shares until your identity is verified. The Fund may close your account or take other appropriate action if they are unable to verify your identity within a reasonable time. If your account is closed for this reason, your shares will be redeemed at the NAV next calculated after the account is closed.
Restrictions on Offers and Sales to Canadian Residents
The shares described in this prospectus may only be distributed in Canada through HSBC Global Asset Management (Canada) Limited, and this prospectus may not be used to solicit, and will not constitute a solicitation of, an offer to buy shares in Canada unless such solicitation is made by HSBC Global Asset Management (Canada) Limited. A distribution or solicitation may be deemed to occur in Canada where a distribution or solicitation is made to a person (including an individual, corporation, trust, partnership or other entity, or other legal person) resident or otherwise located in Canada at the applicable time. For these purposes, the following persons will generally be considered to be a Canadian resident:
1 An individual, if
| ● | the individual's primary principal residence is
located in Canada; or |
| ● | the individual is physically located in Canada at the time of the offer, sale or other relevant activity. |
2 A corporation, if
| ● | the corporation's head office or principal
office is located in Canada; or |
| ● | securities of the corporation that entitle the
holder to elect a majority of the directors are held by Canadian Resident
individuals (as described above) or by legal persons resident or otherwise
located in Canada; or |
| ● | the individuals that make investment decisions or provide instructions on behalf of the corporation are Canadian Resident individuals (as described above). |
3 A trust, if
| ● | the principal office of the trust (if any) is
located in Canada; or |
| ● | the trustee (or in the case of multiple
trustees, the majority of trustees) are Canadian Resident individuals (as
described above) or are legal persons resident or otherwise located in
Canada; or |
| ● | the individuals that make investment decisions or provide instructions on behalf of the trust are Canadian Resident individuals (as described above). |
4 A partnership, if
| ● | the partnership's head office or principal
office (if any) is located in Canada; or |
| ● | the holders of the majority of the interests of
or in the partnership are held by Canadian Residents (as described above);
or |
| ● | the general partner (if any) is a Canadian
Resident (as described above); or |
| ● | the individuals that make investment decisions or provide instructions on behalf of the partnership are Canadian Resident individuals (as described above). |
26
| Shareholder Information |
| Purchasing and Adding to Your Shares |
| continued |
Market Timing
In accordance with policies and procedures adopted by the Board of Trustees, the Fund discourages market timing and other excessive trading practices. The Fund is intended primarily for use as a long-term investment vehicle. Frequent short-term (market timing) trading practices may disrupt portfolio management strategies, increase brokerage and administrative costs, harm Fund performance and result in dilution in the value of Fund shares held by longer-term shareholders.
Frequent purchases and redemptions of shares of a mutual fund (including activities of market timers) can result in the dilution in the value of Trust shares held by long-term shareholders, interference with the efficient management of the Funds investment portfolio and increased brokerage and administrative costs. The Board of Trustees has considered the extent to which the Fund may be vulnerable to such risks. The Fund reserves the right to reject any purchase or exchange order for any reason. The Fund is not designed to serve as vehicles for frequent trading.
As a deterrent to excessive trading, the Fund may use an independent pricing service using fair valuation methodologies approved and monitored by the Board of Trustees. For more information on fair valuation, see Shareholder Information-Pricing of Fund Shares-Fair Value Pricing Policies.
It is the practice of the Fund to monitor purchases, sales and exchanges of Fund shares, and to take appropriate action if it is determined that there is transactional activity in the Funds shares that is deemed inappropriate. The Fund and the Adviser reserve the right to reject or restrict purchase or exchange requests from any investor and also reserve the right to close any account in which a pattern of excessive trading has been identified.
The Fund cannot guarantee that they will detect every market timer due to the limitations inherent in its technological systems. Under Rule 22c-2 of the Investment Company Act of 1940, as amended, the Fund has entered into agreements with financial intermediaries obligating them to provide, upon the Funds request, information regarding their customers and their customers transactions in shares of the Fund. However, there can be no guarantee that all market timing will be detected in a timely manner, since the Fund will rely on the financial intermediaries to provide the trading information, and the Fund cannot be assured that the trading information, when received, will be in a format that can be quickly analyzed or evaluated by the Fund. The Fund reserves the right to modify its policies and procedures at any time without prior notice as the Fund deems necessary in their sole discretion to be in the best interests of Fund shareholders, or to comply with state or federal legal requirements.
27
| Shareholder Information |
| Selling Your Shares |
Generally, you may sell your Fund shares at any time. Your sales price will generally be the next NAV calculated after your sell order is received and accepted in good order by the Fund, its transfer agent, or your investment representative, as described under Purchasing Shares above. Normally, unless you request a wire transfer, you will receive your proceeds within a week after your request is received. For more information on wire transfer requests, please see below.
Withdrawing Money from Your Fund Investment
As a mutual fund shareholder, you are technically selling shares when you request a withdrawal in cash. This is also known as redeeming shares or a redemption of shares.
Contingent Deferred Sales Charge
When you sell Class B or Class C Shares, you will be charged a fee for any shares that have not been held for a sufficient length of time. These fees will be deducted from the money paid to you. See the sections on Distribution Arrangements/Sales Charges and Exchanging Your Shares for details.
Instructions for Selling Shares
If selling your Fund shares through your financial adviser or broker, ask him or her for redemption procedures. Your adviser and/or broker may have transaction minimums and/or transaction times that will affect your redemption. For all other sales transactions, follow the instructions below.
By Telephone
(unless you have declined telephone sales privileges)
1. |
Call 1-800-782-8183 with instructions as to how you wish to receive your funds (mail, wire, electronic transfer). (See Selling Your SharesVerifying Telephone Redemptions) |
By Mail or Overnight Service
(See Selling Your SharesRedemptions in Writing Required)
1. Call 1-800-782-8183 to request redemption forms or write a letter of instruction indicating:
| ● |
Your Fund and account
number |
| ● |
Amount you wish to
redeem |
| ● |
Address where your
check should be sent |
| ● |
Account owners signature |
2. Mail to: HSBC Funds, PO Box 8106, Boston, MA 02266-8106.
Wire Transfer
You must select this option on
your Account Application.
Call 1-800-782-8183 to request a wire
transfer.
If you call by 4 p.m. Eastern time, your payment will normally be wired to your bank on the next business day. Otherwise, it will normally be wired on the second business day after your call.
The Fund may charge a wire
transfer fee.
NOTE: Your
financial institution may also charge a separate fee.
Electronic Redemptions
Call 1-800-782-8183 to request an electronic redemption. Your bank must participate in the ACH and must be a U.S. bank. Redemption proceeds will normally be credited within 7 days. Your bank may charge for this service.
28
| Shareholder Information |
| Selling Your Shares |
| continued |
Systematic Withdrawal Plan
You can receive automatic payments from your account on a monthly, quarterly, semi-annual or annual basis. The minimum withdrawal is $50. To activate this feature:
| ● | Make sure you have checked the appropriate box
on the Account Application, or call 1-800-782-8183. |
| ● | Include a voided personal check. |
| ● | Your account must have a value of $10,000 or more to start withdrawals. |
If the value of your account falls below $1,000, you may be asked to add sufficient funds to bring the account back to $1,000, or the Fund may close your account and mail the proceeds to you.
Redemptions in Writing Required
You must request redemptions in writing in the following situations:
1. Certain types of redemptions by Individual Retirement Accounts (IRAs).
2. Redemption requests requiring a Medallion Signature Guarantee, which include any of the following:
| ● | Your account address has changed within the last 15
calendar days; |
| ● | The check is not being mailed to the address on your
account; |
| ● | The check is not being made payable to the owner of the
account; |
| ● | The redemption proceeds are being transferred to another
Fund account with a different registration; |
| ● | The redemption proceeds are being wired to bank
instructions currently not on your account; or |
| ● | Other unusual situations as determined by the Funds transfer agent. |
You must obtain a Medallion Signature Guarantee from members of the STAMP (Securities Transfer Agents Medallion Program), MSP (New York Stock Exchange Signature Program) or SEMP (Stock Exchanges Medallion Program). Members are subject to dollar limitations which must be considered when requesting their guarantee. The transfer agent may reject any signature guarantee if it believes the transaction would otherwise be improper.
The transfer agent reserves the right to waive signature guarantee requirements, require a signature guarantee under other circumstances or reject or delay a redemption if the signature guarantee is not in good form. Faxed signature guarantees are generally not accepted. A notary public cannot provide a signature guarantee. The transfer agent reserves the right to reject a signature guarantee if it is not provided by a STAMP 2000 Medallion guarantor.
29
| Shareholder Information |
| Selling Your Shares |
| continued |
Signature Validation ProgramNon-Financial Transactions
The Signature Validation Program (SVP) is intended to provide validation of authorized signatures for those transactions considered non-financial (i.e., do not involve the sale, redemption or transfer of securities). The purpose of the SVP stamp on a document is to authenticate your signature and to confirm that you have the authority to provide the instructions in the document. This stamp may be obtained from eligible members of a Medallion Signature Guarantee Program (see above) or other eligible guarantor institutions in accordance with SVP. Eligible guarantor institutions generally include banks, broker/dealers, credit unions, members of national securities exchanges, registered securities associations, clearing agencies and savings associations. You should verify with the institution that they are an eligible guarantor institution prior to signing. A notary public cannot provide an SVP stamp. The transfer agent accepts an SVP stamp or a Medallion Signature Guarantee stamp if you request any of the following non-financial transactions:
| ● | A change of name; |
| ● | Add or change banking instructions; |
| ● | Add or change beneficiaries; |
| ● | Add or change authorized account
traders; |
| ● | Add a Power of Attorney; |
| ● | Add or change a Trustee; or |
| ● | A UTMA/UGMA custodian change. |
Verifying Telephone Redemptions
The Fund attempts to ensure that telephone redemptions are only made by authorized shareholders. All telephone calls are recorded for your protection and you will be asked for information to verify your identity. Given these precautions, unless you have specifically indicated on your Account Application that you do not want the telephone redemption feature, you may be responsible for any fraudulent telephone orders.
Redemptions Within 10 Days of Shares Purchased by Check
When you have made an investment by check and subsequently request a redemption, you will not receive the redemption proceeds until the Funds transfer agent is satisfied that the check has cleared (which may require up to 10 business days).
Redemption Proceeds
Redemption proceeds are generally paid in cash, but the Fund reserves the right to pay, above certain limits, all or part of any redemption proceeds in kind, that is, in securities with a market value equal to the redemption price. If the Fund makes a payment in securities, the securities will be valued in the same manner as NAV is calculated. The Fund may provide these securities in lieu of cash without prior notice. You would have to pay transaction costs to sell the securities distributed to you, as well as taxes on any capital gains you may realize from the sale, or from the sale of securities you receive. Additional information is available in the Funds SAI.
Delay or Suspension in Payment of Redemption Proceeds
The Fund may suspend the right of redemption and postpone for more than seven days the date of payment upon redemption: (i) during periods when the Exchange is closed other than for weekends and certain holidays or when trading on such Exchange is restricted, (ii) during periods in which, as a result of emergency, disposal, or evaluation of the NAV of the portfolio securities is not reasonably practicable or (iii) for such other periods as the SEC may permit.
Closing of Small Accounts
If your account falls below $50 due to redemptions, the Fund may ask you to increase your balance. If it is still below $50 after 30 days, the Fund may close your account and send you the proceeds at the current NAV.
Undeliverable or Uncashed Checks
Any check tendered in payment of a redemption transaction that cannot be delivered by the post office or which remains uncashed for more than six months may be reinvested in the shareholders account at the then-current NAV. No interest will accrue on amounts represented by uncashed redemption checks.
Any check tendered in payment of dividends or other distributions that cannot be delivered by the post office or which remains uncashed for more than six months may be reinvested in the shareholders account at the then-current NAV, and if the Fund cannot locate the shareholder, the dividend option may be changed from cash to reinvest. Distributions are reinvested on the pay-date at the NAV determined at the close of business on that date.
30
| Shareholder Information |
|
Selling Your Shares |
Unclaimed Accounts
Per state requirements, property may be transferred to the appropriate state if no activity occurs in the account within the time period specified by state law.
31
| Shareholder Information |
|
Distribution Arrangements/Sales Charges |
This section describes the sales charges and fees you will pay as an investor in different share classes offered by the Fund. The offering price of Class A Shares includes the front-end sales load. There is no sales charge on purchases of Class I Shares. In addition, there are no 12b-1 distribution or service fees paid from the Fund for Class I Shares. As such, Class I Shares, to the extent available, have lower annual expenses than the Class A, Class B, or Class C Shares.
| Class A Shares | Class B Shares | Class C Shares | Class I Shares | |||||
| Sales Charge (Load) | Percentage | No front-end sales charge. A contingent deferred sales charge (CDSC) may be imposed on shares redeemed within four years after purchase. Shares automatically convert to Class A Shares after 6 years. | No front-end sales charge.A contingent deferred sales charge (CDSC) may be imposed on shares redeemed within one year after purchase. Shares automatically convert to Class A Shares after 5 years. | No front-end sales charge. | ||||
| Amount of Purchase | of | Percentage | ||||||
| Offering | of | |||||||
| Price* | Investment | |||||||
| Less than $50,000 | 5.00% | 5.26% | ||||||
| $50,000 but less than | ||||||||
| $100,000 | 4.50% | 4.71% | ||||||
| $100,000 but less than | ||||||||
| $250,000 | 3.75% | 3.90% | ||||||
| $250,000 but less than | ||||||||
| $500,000 | 2.50% | 2.56% | ||||||
| $500,000 but less than | ||||||||
| $1,000,000 | 2.00% | 2.04% | ||||||
| $1,000,000 and over | None | None | ||||||
| Distribution (12b-1) and Servicing Fee** |
Subject to annual shareholder servicing fees of up to 0.25% of the Funds average daily net assets attributable to Class A Shares. | Subject to combined annual distribution and shareholder servicing fees of up to 1.00% of the Funds average daily net assets attributable to Class B Shares. | Subject to combined annual distribution and shareholder servicing fees of up to 1.00% of the Funds average daily net assets attributable to Class C Shares. | No Distribution or Servicing Fees. | ||||
| Fund Expenses | Lower annual expenses than Class B or Class C Shares. Higher annual expenses than Class I Shares. | Higher annual expenses than Class A or Class I Shares. | Higher annual expenses than Class A or Class I Shares. | Lower annual expenses than Class A, Class B and Class C Shares. | ||||
| | ||||||||
| * | The offering price of Class A Shares includes the front-end sales load. |
| ** | Class A Shares may pay a 12b-1 fee of up to 0.25% of the average daily net assets of Class A Shares of the Fund. Class A Shares have a non-compensatory 12b-1 Plan. No payments have been made under this plan and there is no current intention to charge this fee. |
You should note that the sales charge that appears in your trade confirmation may differ slightly from the rate disclosed in this prospectus due to rounding calculations.
As indicated in the above chart, and as discussed further below, you may, under certain circumstances, be entitled to pay reduced sales charges on your purchases of Class A Shares or have those charges waived entirely. To take advantage of these discounts, you or your broker-dealer or financial intermediary must notify the Funds transfer agent at the time of your purchase order that a discount may apply to your current purchase. You may also be required to provide appropriate documentation to receive these discounts, including:
| (A) | Information or records regarding shares of the HSBC Funds held in all accounts (e.g., retirement accounts) of the shareholder at the financial intermediary; | ||
| (B) | Information or records regarding shares of the HSBC Funds held in any account of the shareholder at another financial intermediary; and | ||
| (C) | Information or records regarding shares of the HSBC Funds held at any financial intermediary by related parties of the shareholder, such as members of the same family or household. | ||
32
| Shareholder Information |
| Distribution Arrangements/Sales Charges |
| continued |
You should note in particular that, if the Funds transfer agent is properly notified, as described in Right of Accumulation and Combination Privilege below, the Amount of Purchase in the above chart will be deemed to include all Class A, B or C Shares of the HSBC Funds that were acquired by purchase or exchange, and (with respect to Class A Shares) that were subject to a sales charge, that are held at the time of purchase by you, your spouse and your children under age 21. This includes, for example, any shares held at a broker-dealer or financial intermediary other than the one handling your current purchase. In some circumstances, other Fund shares may be aggregated with your current purchase under the Right of Accumulation as described in the SAI. For purposes of determining the Amount of Purchase, all qualifying shares held at the time of purchase will be valued at their current market value.
You should also note that if you provide the Funds transfer agent a signed written letter of intent to invest a total of at least $50,000 in Class A Shares in one or more of the HSBC Funds within a 13 month period, any investments you make during the 13 months will be treated as though the total quantity were invested in one lump sum and you will receive the discounted sales charge based on your investment commitment. You must, however, inform the transfer agent that the letter of intent is in effect each time shares are purchased. Each purchase will be made at NAV plus the sales charge applicable at the time of such purchase to a single transaction of the total amount indicated in the letter of intent.
In addition to the information provided in this prospectus and the SAI, information about sales charge discounts is available from your broker or financial intermediary and, free of charge, on the Funds website at www.investorfunds.us.hsbc.com.
Class A Shares
Sales Charge Reductions
Reduced sales charges for Class A Shares are available to shareholders with investments of $50,000 or more. In addition, you may qualify for reduced sales charges under the following circumstances. See the SAI for additional details.
| ● |
Letter of Intent.
You inform the Fund in
writing that you intend to purchase enough shares over a 13-month period
to qualify for a reduced sales charge. You must include a minimum of 5% of
the total amount you intend to purchase with your letter of
intent. |
| ● |
Right of
Accumulation. When the value of Class A Shares that were subject to a sales charge at the time of acquisition,
and/or any Class B or Class C Shares that you already own, plus the amount you intend to invest in Class A Shares,
reaches the amount needed to qualify for reduced sales charges, your added investment will qualify for the reduced sales
charge. You must, at the time of purchase, give the Funds transfer agent sufficient information to permit confirmation of
your qualification for the right of accumulation.
|
| ● |
Combination Privilege. In addition to combining share classes (to the extent set forth above), you can combine accounts of multiple HSBC Funds (excluding the HSBC Funds that are money market funds (the HSBC Money Market Funds)) or accounts of immediate family household members (spouse and children under 21) to achieve reduced sales charges. The reduced sales charge will apply only to current purchases and must be requested in writing when you buy your shares. If you qualify for a reduced sales charge, it will apply to the total amount of money being invested, even if only a portion of that amount exceeds the breakpoint for the reduced sales charge. For example, if you already own qualifying Class A Shares of an HSBC Fund with a value of $40,000 and wish to invest an additional $20,000 in Class A Shares of an HSBC Fund, the reduced initial sales charge of 4.50% will apply to the full $20,000 purchase and not just to the $10,000 in excess of the $50,000 breakpoint. To qualify for obtaining the discount applicable to a particular purchase, you or your financial intermediary must furnish the transfer agent with a list of the account numbers and the names in which your accounts are registered at the time the purchase is made. |
33
| Shareholder Information |
| Distribution Arrangements/Sales Charges |
| continued |
Class A Shares
Waiver of Sales Charges
The following qualify for waivers of sales charges:
| ● |
Shares purchased by
investment representatives through fee-based investment products or
accounts. |
| ● |
Proceeds from
redemptions from any of the HSBC Funds within 60 days after redemption, if
you paid a front-end sales charge for those shares. |
| ● |
Proceeds from
redemptions of Class B Shares of any of the HSBC Funds within 60 days
after redemption. |
| ● |
Proceeds from redemption
of Class A Shares received from the automatic conversion of Class B Shares
of any of the HSBC Funds within 60 days after redemption of the Class A
Shares. |
| ● |
Proceeds from
redemptions of Class A Shares of any HSBC Money Market Fund within 60 days
after redemption, if you purchased the shares of the HSBC Money Market
Fund with the proceeds of Class A Shares of any of the HSBC Funds on which
you paid a front-end sales charge or which were received from the
automatic conversion of Class B Shares of any of the HSBC
Funds. |
| ● |
Reinvestment of
distributions from a deferred compensation plan, agency, trust, or custody
account that was maintained by the Adviser or its affiliates or invested
in any of the HSBC Funds. |
| ● |
Shares purchased for
trust or other advisory accounts established with the Adviser or its
affiliates. |
| ● |
Shares purchased by
tax-qualified employee benefit plans. |
| ● |
Shares purchased by directors, trustees, employees, and family members of the Adviser and its affiliates and any organization that provides services to the HSBC Funds current and retired Fund trustees; dealers who have an agreement with the Distributor; and any trade organization to which the Adviser or the Sub- Administrator belongs. |
Additional information concerning your ability to qualify for sales charge reductions is set forth in the SAI. You can obtain a copy of the SAI on the Funds website at www.investorfunds.us.hsbc.com.
Distribution (12b-1) and Shareholder Servicing Fees
The Fund has adopted Distribution (12b-1) Plans for Class A, Class B and Class C Shares. 12b-1 fees compensate the Distributor and other dealers and investment representatives for services and expenses relating to the sale and distribution of the Funds shares and/or for providing shareholder services. 12b-1 fees are paid from Fund assets on an ongoing basis, and will decrease the return on your investment and may cost you more than paying other types of sales charges. The Fund has also adopted a Shareholder Services Plan for Class A, Class B and Class C Shares. The Shareholder Services Plan provides that certain financial institutions and securities brokers (Shareholder Servicing Agents) provide certain services to the shareholders of the Fund including performing certain shareholder account, administrative and service functions.
| ● |
The 12b-1 fees and
shareholder servicing fees vary by share class as
follows: | |
| ● |
Class A Shares may pay a
12b-1 fee of up to 0.25% of the average daily net assets of the Class A
Shares of the Fund. Class A Shares have a non-compensatory 12b-1 Plan. No
payments have been made under this plan and there is no current intention
to charge this fee. | |
| ● |
Class B and Class C
Shares pay a 12b-1 fee of up to 0.75% of the average daily net assets of
the respective classes of the Fund. This will cause expenses for Class B
and Class C Shares to be higher and dividends to be lower than for Class A
Shares. | |
| ● |
The higher 12b-1 fee on Class B and Class C Shares, together with the contingent deferred sales load, help sell Class B and Class C Shares without an up-front sales charge. In particular, these fees help to defray the costs of advancing brokerage commissions to investment representatives. | |
34
| Shareholder Information |
|
Distribution Arrangements/Sales
Charges |
| ● |
In addition to the 12b-1
fees, Class A, Class B and Class C Shares are subject to a shareholder
servicing fee of up to 0.25% of the average daily net assets of the
respective classes of the Fund. |
| ● |
The combination of the
12b-1 fees and shareholder servicing fees will not exceed 0.50% for the
Class A Shares, and 1.00% of the average daily net assets of the
respective classes of the Fund for the Class B and Class C
Shares. |
| ● |
There are no Rule 12b-1 distribution and shareholder servicing fees paid from the Fund for Class I Shares. |
Long-term Class B and Class C shareholders may pay indirectly more than the equivalent of the maximum permitted front-end sales charge due to the recurring nature of 12b-1 distribution and shareholder servicing fees.
Class B Shares
Investors may be subject to a CDSC on redemptions of Class B Shares. In such cases, the CDSC will be as illustrated in the chart.
| CDSC as a % of Dollar | ||
| Years Since Purchase | Amount Subject to Charge | |
| 0-1 | 4.00% | |
| 1-2 | 3.00% | |
| 2-3 | 2.00% | |
| 3-4 | 1.00% | |
| more than 4 | None |
The CDSC will be based upon the lower of the NAV at the time of purchase or the NAV at the time of redemption. There is no CDSC on reinvested dividends or distributions.
If you sell some but not all of your Class B Shares, shares not subject to the CDSC (i.e., shares purchased with reinvested dividends) will be redeemed first, followed by shares subject to the lowest CDSC (typically shares held for the longest time).
Class C Shares
Class C Shares of the Fund may be purchased for individual accounts in amounts of less than $100,000. There is no sales charge imposed upon purchases of Class C Shares, but investors may be subject to a CDSC. Specifically, if you redeem Class C Shares of the Fund, your redemption may be subject to a 1.00% CDSC if the shares are redeemed less than one year after the date of original purchase of the Class C Shares. The CDSC will be assessed on the lesser of the NAV at the time of redemption or the NAV at the time of purchase.
If you sell some but not all of your Class C Shares, shares not subject to the CDSC (i.e., shares purchased with reinvested dividends) will be redeemed first.
Conversion FeatureClass B and Class C Shares
| ● |
Class B Shares of the
Fund will convert automatically to Class A Shares of the same Fund after
six years from the beginning of the calendar month in which the Class B
Shares were originally purchased. |
| ● |
Class C Shares of the
Fund will convert automatically to Class A Shares of the same Fund after
five years from the beginning of the calendar month in which the Class C
Shares were originally purchased. |
| ● |
After conversion, your
shares will be subject to the lower combined distribution and shareholder
servicing fees charged on Class A Shares which will increase your
investment return compared to the Class B Shares or Class C
Shares. |
| ● |
You will not pay any
sales charge or fees when your shares convert, nor will the transaction be
subject to any tax. |
| ● |
If you purchased Class B Shares of the Fund which you exchanged for Class B Shares of another Fund, or Class C Shares of one Fund which you exchanged for Class C Shares of another Fund, your holding period will be calculated from the time of your original purchase. The dollar value of Class A Shares you receive will equal the dollar value of the Class B Shares or Class C Shares converted. |
35
| Shareholder Information |
|
Distribution Arrangements/Sales
Charges |
Waiver of Sales ChargesClass B Shares and Class C Shares
The following qualify for waivers of sales charges:
| ● |
Distributions following
the death or disability of shareholder. |
| ● |
Redemptions representing
the required minimum distribution from an IRA or a Custodial Account to a
shareholder who has reached age 70½. |
| ● |
Redemptions representing the required minimum distribution from 401(k) retirement plans where such redemptions are necessary to make distributions to plan participants. |
Class I Shares
There is no sales charge on purchases of Class I Shares.
Distribution and Shareholder Servicing ArrangementsRevenue Sharing
The Adviser and/or its affiliates may, out of their own resources, and without cost to the Fund, assist in the sale, distribution and/or servicing of the Funds shares. Without limiting the foregoing, the Adviser and/or its affiliates may, out of their own resources, and without cost to the Fund, provide compensation to selected financial intermediaries for marketing and/or shareholder recordkeeping, processing, accounting and/or other administrative services in connection with the sale, distribution and/or servicing of shares and shareholders of the Fund. These payments, which may be significant, are not paid by the Fund, and therefore, do not increase Fund expenses. Accordingly, these payments are not included in the fee and expense tables in this Prospectus. In addition, these payments do not change the price paid by shareholders for the purchase of Fund shares, the amount the Fund receives as proceeds from such sales or the fees and expenses paid by the Fund. Historically, these payments have generally been structured as a percentage of average net assets attributable to the financial intermediary, but may also be structured as a fixed dollar amount, or a combination of the two, or may be calculated on another appropriate basis. These payments are in addition to commissions and 12b-1 fees, shareholder servicing fees and sales charges borne by shareholders. The making of these payments creates a conflict of interest for a financial intermediary receiving such payments to recommend the Funds over another investment. Shareholders should ask their financial intermediaries about how they will be compensated for investments made in the Fund.
Exchanging Your Shares
If exchanging your shares through your financial adviser or broker, ask him or her for exchange procedures. Your adviser and/or broker may have transaction minimums and/or transaction times that will affect your exchange. For all other redemption transactions, follow the instructions below.
You can exchange your shares of the Fund for shares of the same class of another HSBC Fund, usually without paying additional sales charges (see Notes on Exchanges). Transaction fees are generally not charged for exchanges.
You must meet the minimum investment requirements for the HSBC Fund into which you are exchanging. Exchanges from one HSBC Fund to another are taxable.
Instructions for Exchanging Shares
Exchanges may be made by sending a written request to HSBC Funds, PO Box 8106, Boston, MA 02266-8106 or by calling 1-800-782-8183. Please provide the following information:
| ● |
Your name and telephone
number |
| ● |
The exact name on your
account and account number |
| ● |
Taxpayer identification
number (usually your social security number) |
| ● |
Dollar value or number
of shares to be exchanged |
| ● |
The name of the Fund
from which the exchange is to be made |
| ● |
The name of the Fund into which the exchange is being made |
See Selling Your Shares for important information about telephone transactions.
To prevent disruption in the management of the Fund due to market timing strategies, excessive exchange activity may be limited.
36
| Shareholder Information |
|
Exchanging Your Shares |
Notes on Exchanges
When exchanging from an HSBC Fund that has no sales charge or a lower sales charge to an HSBC Fund with a higher sales charge, you will pay the difference.
The registration and tax identification numbers of the two accounts must be identical.
The Exchange Privilege (including automatic exchanges) may be changed or eliminated at any time upon a 60-day notice to shareholders.
Be sure to read carefully the prospectus of any HSBC Fund into which you wish to exchange shares.
Class A Shares of the Fund may be exchanged for Class D Shares of the HSBC Money Market Funds only if you are otherwise eligible to hold Class D Shares. In all other cases, you will receive Class A Shares of the HSBC Money Market Funds in exchange for your Class A Shares of any of the HSBC Funds.
Delivery of Shareholder Documents
In an effort to reduce the cost associated with the printing and mailing of prospectuses, annual reports and semi-annual reports as well as reduce the likelihood of our shareholders receiving duplicative mailings, the Fund intends to mail only one prospectus and shareholder report to shareholders having the same last name and residing at a common address. If you wish to receive separate copies of the prospectuses and shareholder reports, please contact your financial adviser or registered representative at the institution where you have your account.
If you are a client of HSBC Securities (USA) Inc., please send your request to the address below:
HSBC Securities (USA) Inc.
P.O. Box 4217
Buffalo, NY
14240-8929
If you have any questions regarding the delivery of shareholder documents, please call 1-800-662-3343.
If your account is held directly with the Fund, please mail your request to the address below:
HSBC Funds
PO Box 8106
Boston, MA 02266-8106
If you have any questions regarding the delivery of shareholder documents, please call 1-800-782-8183.
The Fund will begin sending you individual copies of prospectuses and shareholder reports thirty days after receiving your request.
Other Information
The prospectus and SAI, related regulatory filings, and any other Fund communications or disclosure documents do not purport to create any contractual obligations between the Fund and shareholders. The Fund may amend any of these documents or enter into (or amend) a contract on behalf of the Fund without shareholder approval except where shareholder approval is specifically required. Furthermore, shareholders are not intended to be third-party beneficiaries of any contracts entered into by (or on behalf of) the Fund, including contracts with the Adviser, Subadviser or other parties who provide services to the Fund.
37
| Shareholder Information |
|
Dividends, Distributions and Taxes |
Dividends and Distributions
All dividends and distributions will be automatically reinvested unless you request otherwise. There are no sales charges for reinvested dividends and distributions. Dividends are higher for Class A Shares than for Class B and C Shares because Class A Shares have lower operating expenses. Net capital gains are distributed at least annually.
Distributions are made on a per share basis regardless of how long youve owned your shares. Therefore, if you invest shortly before the distribution date, some of your investment will be returned to you in the form of a distribution, which will generally be taxable. To the extent permitted by law, a Fund retains the right to temporarily suspend paying dividends if it is believed to be in the best interest of the Fund.
Taxes
The following information related to tax matters is meant as a general summary for U.S. taxpayers. Please see the SAI for more information. Because everyones tax situation is unique, you should rely on your own tax advisor for advice about the particular federal, state and local tax consequences to you of investing in a Fund.
| ● |
A Fund generally will
not have to pay income tax on amounts it distributes to shareholders,
although shareholders will be taxed on distributions they
receive. |
| ● |
Any income a Fund
receives and any capital gain that a Fund derives is paid out, less
expenses, to its shareholders. |
| ● |
Dividends on the Fund
are paid semi-annually. Net capital gains, if any, for all Funds are
distributed at least annually. Unless a shareholder elects to receive them
in cash, dividends and distributions will be automatically invested in
additional shares of a Fund. |
| ● |
Dividends and
distributions are treated in the same manner for federal income tax
purposes whether you receive them in cash or in additional
shares. |
| ● |
Subject to certain
limitations, qualifying dividends on corporate stock that are designated
as qualified dividend income are eligible for a reduced maximum rate to
individuals of 15% or 20%, depending on whether the individuals income
exceeds certain threshold amounts. |
| ● |
Any portion of a Fund's
dividend that is derived from interest will not qualify for the reduced
rate of tax that may apply to certain qualifying dividends on corporate
stock, as described above. Instead, dividends attributable to interest
will be taxed at the ordinary income tax rate applicable to the taxpayer.
If a Fund reports a dividend as a capital gain distribution (e.g., when
the Fund has a gain from the sale of an asset that the Fund held for more
than one year), you will pay tax on that dividend at the long-term capital
gains tax rate, no matter how long you have held your Fund shares.
Distributions of short-term capital gains (e.g., when a Fund has a gain
from the sale of an asset it held for one year or less) are taxable at
ordinary income tax rates. |
| ● |
An additional 3.8%
Medicare tax is imposed on certain net investment income (including
ordinary dividends and capital gain distributions received from a Fund and
net gains from redemptions or other taxable dispositions of Fund shares)
of U.S. individuals, estates and trusts to the extent that such persons
modified adjusted gross income (in the case of an individual) or
adjusted gross income (in the case of an estate or trust) exceeds
certain threshold amounts. |
| ● |
Dividends are taxable in
the year in which they are paid or deemed paid, even if they appear on
your account statement the following year. If a Fund declares a dividend
in October, November or December of a year and distributes the dividend in
January of the next year, you may be taxed as if you received it in the
year declared rather than the year received. |
| ● |
There may be tax consequences to you if you dispose of your shares in a Fund, for example, through redemption, exchange or sale. The amount of any gain or loss and the rate of tax will depend mainly upon how much you pay for the shares, how much you sell them for, and how long you held them. |
38
| Shareholder Information |
|
Dividends, Distributions and
Taxes |
| ● |
Any loss recognized on
shares held for six months or less will be treated as long-term capital
loss to the extent of any long- term capital gain distributions that were
received with respect to the shares. Additionally, any loss realized on a
sale or exchange of shares of a Fund may be disallowed under wash sale
rules to the extent the shares disposed of are replaced within a period of
61 days beginning 30 days before and ending 30 days after disposition
including replacement pursuant to a dividend reinvestment in shares of the
Fund. If disallowed, the loss will be reflected in an adjustment to the
tax basis of the shares acquired. |
| ● |
The Internal Revenue
Code requires the Fund to report to the Internal Revenue Service, and
furnish to Fund shareholders, cost basis information for Fund shares
purchased on or after January 1, 2012, and sold on or after that date. The
Fund will permit Fund shareholders to elect from among several cost basis
methods accepted by the Internal Revenue Service, including average cost.
In the absence of an election by a shareholder, the Fund will use the
average cost method with respect to that
shareholder. |
| ● |
Information regarding
the federal tax status of distributions made by the Fund will be mailed by
February 15th of each year. The notice will tell you which dividends must
be treated as taxable ordinary income and which (if any) are long-term
capital gain. Depending on your residence for tax purposes, distributions
also may be subject to state and local taxes, including withholding
taxes. |
| ● |
If you buy shares of the
Fund before it makes a taxable distribution, the distribution will be
taxable to you even though it may actually be a return of a portion of
your investment. This is known as buying a
dividend. |
| ● |
As with all mutual
funds, the Fund may be required to withhold U.S. federal income tax at the
rate of 28% of all taxable distributions payable to you if you fail to
provide the Fund with your correct taxpayer identification number or to
make required certifications, or if you have been notified by the IRS that
you are subject to backup withholding. Backup withholding is not an
additional tax, but is a method in which the IRS ensures that it will
collect taxes otherwise due. Any amounts withheld may be credited against
your U.S. federal income tax liability. |
| ● |
Foreign shareholders are
generally subject to special withholding requirements. If a Fund elects to
report distributions of U.S. source interest and short-term capital gains,
such distributions may be paid to foreign shareholders free of
withholding. A Fund has the option of not accepting purchase orders from
non-U.S. investors. |
| ● |
If you invest through a
tax-deferred retirement account, such as an IRA, you generally will not
have to pay tax on dividends or capital gains until they are distributed
from the account. These accounts are subject to complex tax rules, and you
should consult your tax adviser about investment through a tax-deferred
account. |
| ● |
There is a penalty on
certain pre-retirement distributions from retirement
accounts. |
| ● |
A Fund is required to withhold U.S. tax (at a 30% rate) on payments of dividends and (effective January 1, 2019) redemption proceeds and certain capital gains dividends made to certain non-U.S. entities that fail to comply (or be deemed compliant) with extensive new reporting and withholding requirements designed to inform the U.S. Department of the Treasury of U.S.-owned foreign investment accounts. Shareholders may be requested to provide additional information to the Fund to enable the Fund to determine whether withholding is required. |
39
| Financial Highlights |
The financial highlights table is intended to help you understand the Funds financial performance for the past 5 years or, if shorter, the period of theFunds operations. Certain information reflects financial results for a single Fund share. The total returns in the table represent the rate that an investor would have earned or lost on an investment in a Fund (assuming reinvestment of all dividends and distributions). This information has been derived from information audited by PricewaterhouseCoopers LLP beginning with the fiscal year ended October 31, 2015 and thereafter, and by KPMG LLP for the fiscal years ended October 31, 2014 and prior, whose reports, along with the Funds financial statements, are incorporated herein by reference and included in the Funds annual report, which is available upon request.
Effective June 24, 2016, the Funds, which were series of HSBC Funds and HSBC Advisor Funds Trust, each a Massachusetts business trust, and the HSBC Opportunity Portfolio, which was a series of HSBC Portfolios, a New York trust, reorganized with and into corresponding series of HSBC Funds, a Delaware statutory trust (each, a Reorganization). Upon completion of each Reorganization, the respective share classes of each Fund assumed the performance, financial and other historical information of those of the corresponding predecessor fund.
40
| HSBC OPPORTUNITY FUND |
| Financial Highlights |
Selected data for a share outstanding throughout the periods indicated.*
| Investment Activities | Distributions | Ratios/Supplementary Data | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net
Asset Value, Beginning of Period |
Net Investment Income (Loss)(a) |
Net Realized and Unrealized Gains/ (Losses) from Investments |
Total
from Investment Activities |
Net Investment Income |
Net Realized Gains from Investment Transactions |
Total Distributions |
Net Asset Value, End of Period |
Total Return(b) |
Net Assets at End of Period (000's) |
Ratio of Net Expenses to Average Net Assets |
Ratio of Net Investment Income/ (Loss) to Average Net Assets |
Ratio of Expenses to Average Net Assets (Excluding Fee Reductions) |
Portfolio Turnover (c) | ||||||||||||||||||||||||||||||||||||||||||||||||||
| CLASS A SHARES | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Year Ended October 31, 2016 | $ | 10.34 | $ | (0.07 | ) | $ | (0.33 | ) | $ | (0.40 | ) | $ | | $ | | $ | | $ | 9.94 | (3.87 | )% | $ | 9,276 | 1.55% | (0.66)% | 2.11% | 96% | ||||||||||||||||||||||||||||||||||||
| Year Ended October 31, 2015 | 12.83 | (0.10 | ) | (0.07 | ) | (0.17 | ) | | (2.32 | ) | (2.32 | ) | 10.34 | (2.21 | )% | 16,593 | 1.55% | (0.86)% | 1.84% | 63% | |||||||||||||||||||||||||||||||||||||||||||
| Year Ended October 31, 2014 | 12.78 | (0.13 | ) | 1.53 | 1.40 | | (1.35 | ) | (1.35 | ) | 12.83 | 11.57 | % | 16,110 | 1.55% | (1.04)% | 1.86% | 66% | |||||||||||||||||||||||||||||||||||||||||||||
| Year Ended October 31, 2013 | 10.13 | (0.06 | ) | 3.34 | 3.28 | | (0.63 | ) | (0.63 | ) | 12.78 | 34.02 | %(d) | 14,259 | 1.55% | (0.49)% | 2.01% | 70% | |||||||||||||||||||||||||||||||||||||||||||||
| Year Ended October 31, 2012 | 10.63 | (0.05 | ) | 1.11 | 1.06 | | (1.56 | ) | (1.56 | ) | 10.13 | 12.08 | %(d) | 10,204 | 1.55% | (0.51)% | 2.20% | 59% | |||||||||||||||||||||||||||||||||||||||||||||
| CLASS B SHARES | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Year Ended October 31, 2016 | 7.04 | (0.09 | ) | (0.23 | ) | (0.32 | ) | | | | 6.72 | (4.55 | )% | 75 | 2.30% | (1.41)% | 2.86% | 96% | |||||||||||||||||||||||||||||||||||||||||||||
| Year Ended October 31, 2015 | 9.51 | (0.13 | ) | (0.02 | ) | (0.15 | ) | | (2.32 | ) | (2.32 | ) | 7.04 | (2.90 | )% | 178 | 2.30% | (1.61)% | 2.60% | 63% | |||||||||||||||||||||||||||||||||||||||||||
| Year Ended October 31, 2014 | 9.87 | (0.16 | ) | 1.15 | 0.99 | | (1.35 | ) | (1.35 | ) | 9.51 | 10.74 | % | 334 | 2.30% | (1.74)% | 2.60% | 66% | |||||||||||||||||||||||||||||||||||||||||||||
| Year Ended October 31, 2013 | 8.01 | (0.11 | ) | 2.60 | 2.49 | | (0.63 | ) | (0.63 | ) | 9.87 | 33.10 | %(d) | 480 | 2.30% | (1.24)% | 2.77% | 70% | |||||||||||||||||||||||||||||||||||||||||||||
| Year Ended October 31, 2012 | 8.80 | (0.10 | ) | 0.87 | 0.77 | | (1.56 | ) | (1.56 | ) | 8.01 | 11.15 | %(d) | 499 | 2.30% | (1.25)% | 2.99% | 59% | |||||||||||||||||||||||||||||||||||||||||||||
| CLASS C SHARES | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Year Ended October 31, 2016 | 7.32 | (0.10 | ) | (0.23 | ) | (0.33 | ) | | | | 6.99 | (4.51 | )% | 475 | 2.30% | (1.41)% | 2.88% | 96% | |||||||||||||||||||||||||||||||||||||||||||||
| Year Ended October 31, 2015 | 9.80 | (0.13 | ) | (0.03 | ) | (0.16 | ) | | (2.32 | ) | (2.32 | ) | 7.32 | (2.93 | )% | 825 | 2.30% | (1.61)% | 2.62% | 63% | |||||||||||||||||||||||||||||||||||||||||||
| Year Ended October 31, 2014 | 10.14 | (0.17 | ) | 1.18 | 1.01 | | (1.35 | ) | (1.35 | ) | 9.80 | 10.64 | % | 822 | 2.30% | (1.77)% | 2.61% | 66% | |||||||||||||||||||||||||||||||||||||||||||||
| Year Ended October 31, 2013 | 8.21 | (0.11 | ) | 2.67 | 2.56 | | (0.63 | ) | (0.63 | ) | 10.14 | 33.15 | %(d) | 711 | 2.30% | (1.21)% | 2.76% | 70% | |||||||||||||||||||||||||||||||||||||||||||||
| Year Ended October 31, 2012 | 8.98 | (0.10 | ) | 0.89 | 0.79 | | (1.56 | ) | (1.56 | ) | 8.21 | 11.14 | %(d) | 545 | 2.30% | (1.19)% | 3.03% | 59% | |||||||||||||||||||||||||||||||||||||||||||||
| * | The per share amounts and percentages reflect income and expenses assuming inclusion of the Funds proportionate share of the income and expenses of the HSBC Opportunity Portfolio. |
| (a) | Calculated based on average shares outstanding. |
| (b) | Total return calculations do not include any sales or redemption charges. |
| (c) | Portfolio turnover rate is calculated on the basis of the respective Portfolio in which the Fund invests all of its investable assets. Portfolio turnover is calculated on the basis of the Fund as a whole without distinguishing between the classes of shares issued. |
| (d) | The Portfolio, in
which the Fund invests, received monies related to certain nonrecurring
litigation settlements. The corresponding impact to the total return was
0.10% and 0.13% for the years ended October 31, 2012 and 2013,
respectively. Amounts designated as - are $0.00 or have been rounded to $0.00. |
41
| HSBC OPPORTUNITY FUND (CLASS I) |
| Financial Highlights |
Selected data for a share outstanding throughout the periods indicated.*
| Investment Activities | Distributions | Ratios/Supplementary Data | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net
Asset Value, Beginning of Period |
Net Investment Income (Loss)(a) |
Net Realized and Unrealized Gains/ (Losses) from Investments |
Total
from Investment Activities |
Net Investment Income |
Net Realized Gains from Investment Transactions |
Total Distributions |
Net Asset Value, End of Period |
Total Return(b) |
Net Assets at End of Period (000's) |
Ratio of Net Expenses to Average Net Assets |
Ratio of Net Investment Income/ (Loss) to Average Net Assets |
Ratio of Expenses to Average Net Assets (Excluding Fee Reductions) |
Portfolio Turnover (c) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| CLASS I SHARES | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Year Ended October 31, 2016 | $ | 13.72 | $ | (0.02 | ) | $ | (0.43 | ) | $ | (0.45 | ) | $ | | $ | | $ | | $ | 13.27 | (3.28 | )% | $ | 141,061 | 1.03% | (0.15 | )% | 1.03% | 96% | |||||||||||||||||||||||||||||||||||||||
| Year Ended October 31, 2015 | 17.47 | (0.05 | ) | (0.08 | ) | (0.13 | ) | | (3.62 | ) | (3.62 | ) | 13.72 | (1.69 | )% | 219,846 | 0.99% | (0.30 | )% | 0.99% | 63% | ||||||||||||||||||||||||||||||||||||||||||||||
| Year Ended October 31, 2014 | 17.27 | (0.08 | ) | 2.07 | 1.99 | (0.04 | ) | (1.75 | ) | (1.79 | ) | 17.47 | 12.16 | % | 205,237 | 1.00% | (0.49 | )% | 1.00% | 66% | |||||||||||||||||||||||||||||||||||||||||||||||
| Year Ended October 31, 2013 | 13.40 | 0.01 | 4.47 | 4.48 | | (0.61 | ) | (0.61 | ) | 17.27 | 34.70 | %(d) | 208,321 | 0.99% | 0.07 | % | 0.99% | 70% | |||||||||||||||||||||||||||||||||||||||||||||||||
| Year Ended October 31, 2012 | 14.02 | (0.01 | ) | 1.46 | 1.45 | | (2.07 | ) | (2.07 | ) | 13.40 | 12.50 | %(d) | 135,098 | 1.08% | (0.01 | )% | 1.08% | 59% | ||||||||||||||||||||||||||||||||||||||||||||||||
| * | The per share amounts and percentages reflect income and expenses assuming inclusion of the Funds proportionate share of the income and expenses of the HSBC Opportunity Portfolio. |
| (a) | Calculated based on average shares outstanding. |
| (b) | Total return calculations do not include any sales or redemption charges. |
| (c) | Portfolio turnover rate is calculated on the basis of the respective Portfolio in which the Fund invests all of its investable assets. Portfolio turnover is calculated on the basis of the Fund as a whole without distinguishing between the classes of shares issued. |
| (d) | The Portfolio, in which the Fund
invests, received monies related to certain nonrecurring litigation
settlements. The corresponding impact to the total return was 0.10% and
0.13% for the years ended October 31, 2012 and 2013,
respectively. Amounts designated as - are $0.00 or have been rounded to $0.00. |
42
For more information about the Fund, the following documents are available free upon request:
Annual/Semi-annual Reports:
The Funds annual and semi-annual reports to shareholders contain additional information on the Funds investments. In the annual report, you will find a discussion of the market conditions and investment strategies that significantly affected the Funds performance during its last fiscal year.
Statement of Additional Information (SAI):
The SAI provides more detailed information about the Fund, including its operations and investment policies. It is incorporated by reference and legally considered a part of this prospectus.
You can get free copies of the Funds annual and semi-annual reports and the SAI and prospectuses of other funds in the HSBC Family of Funds from the Funds website at www.investorfunds.us.hsbc.com. You can also obtain these items or request other information, and discuss your questions about the Fund, by contacting a broker or bank through which shares of the Fund may be purchased or sold, or by contacting the Fund at:
| HSBC Funds |
| PO Box 8106 |
| Boston, MA 02266-8106 |
| Telephone: 1-800-782-8183 |
You can review and copy the Funds annual and semi-annual reports and SAI at the Public Reference Room of the SEC in Washington D.C. You can get text-only copies:
| ● |
For a duplicating fee,
by writing the SEC's Public Reference Section, Washington, D.C.
20549-0102, or by electronic request at publicinfo@sec.gov. Information on
the operation of the Public Reference Room may be obtained by calling the
SEC at 1-202-551-8090 OR 1-800-SEC-0330. |
| ● | Free from the SEC's Website at www.sec.gov. |


INVESTMENT COMPANY ACT FILE NOS. 811-04782 AND 811-07583
00188486
HSBC Global Asset Management (USA) Inc.
| GLOBAL FUNDS | Class A | Class I | ||
| HSBC Emerging Markets Debt Fund | HCGAX | HCGIX | ||
| HSBC Emerging Markets Local Debt Fund | HBMAX | HBMIX | ||
| HSBC Total Return Fund | HTRAX | HTRIX | ||
| HSBC Frontier Markets Fund | HSFAX | HSFIX | ||
| HSBC Asia ex-Japan Smaller Companies Equity Fund | HAJAX | HAJIX | ||
| HSBC Global High Yield Bond Fund | HBYAX | HBYIX | ||
| HSBC Global High Income Bond Fund | HBIAX | HBIIX | ||
| HSBC Global Equity Volatility Focused Fund | HGEAX | HGEIX | ||
| HSBC Euro High Yield Bond Fund (USD Hedged) | HEYAX | HEYIX |
THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
AN INVESTMENT IN A FUND IS NOT A DEPOSIT OF HSBC BANK USA, N.A. AND IS NOT INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY.

| HSBC Funds | Table of Contents | ||||
| Summary Section | |||||
| This section summarizes each | 3 | HSBC Emerging Markets Debt Fund | |||
| Funds investment objectives, | 10 | HSBC Emerging Markets Local Debt Fund | |||
| strategies, fees, and risks, and | 18 | HSBC Total Return Fund | |||
| provides other information about | 27 | HSBC Frontier Markets Fund | |||
| your account. | 35 | HSBC Asia ex-Japan Smaller Companies Equity Fund | |||
| 42 | HSBC Global High Yield Bond Fund | ||||
| 49 | HSBC Global High Income Bond Fund | ||||
| 56 | HSBC Global Equity Volatility Focused Fund | ||||
| 62 | HSBC Euro High Yield Bond Fund (USD Hedged) | ||||
| Additional Information About the Funds | |||||
| Investment Strategies and Risks | |||||
| This section provides | 68 | More About Risks and Investment Strategies | |||
| additional details about each | 68 | Investment Risks of the Funds | |||
| Funds investment strategies | 79 | More Information About Indices | |||
| and risks. | 81 | Who May Want to Invest? | |||
| 82 | More Information About Fund Investments | ||||
| 82 | Portfolio Holdings | ||||
| Fund Management | |||||
| Review this section for details | 83 | Investment Adviser and Subadvisers | |||
| on the people and | 85 | Portfolio Managers | |||
| organizations who provide | 87 | The Distributor, Administrator and Sub-Administrator | |||
| services to the Funds. | |||||
| Shareholder Information | |||||
| Review this section for additional | 88 | Pricing of Fund Shares | |||
| information, including for information | 90 | Purchasing and Adding to Your Shares | |||
| on how shares are valued and how | 96 | Selling Your Shares | |||
| to purchase, sell and exchange | 99 | Distribution Arrangements/Sales Charges | |||
| shares. This section also describes | 103 | Distribution and Shareholder Servicing Arrangements | |||
| related charges, and payments of | Revenue Sharing | ||||
| dividends and distributions. | 104 | Exchanging Your Shares | |||
| 104 | Delivery of Shareholder Documents | ||||
| 105 | Other Information | ||||
| 105 | Dividends, Distributions and Taxes | ||||
| Financial Highlights | |||||
| Review this section for details on | 109 | HSBC Emerging Markets Debt Fund | |||
| selected financial statements of the | 110 | HSBC Emerging Markets Local Debt Fund | |||
| Funds. | 111 | HSBC Total Return Fund | |||
| 112 | HSBC Frontier Markets Fund | ||||
| 113 | HSBC Asia ex-Japan Smaller Companies Equity Fund | ||||
| 114 | HSBC Global High Yield Bond Fund | ||||
| 115 | HSBC Global High Income Bond Fund | ||||
| 116 | HSBC Global Equity Volatility Focused Fund | ||||
| 117 | HSBC Euro High Yield Bond Fund (USD Hedged) | ||||
2
| HSBC Emerging Markets Debt Fund |
| Summary Section |
Class A and Class I Shares
Investment Objective
The investment objective of the HSBC Emerging Markets Debt Fund (the Fund) is to maximize total return (comprised of capital appreciation and income).
Fees and Expenses of the Fund
This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund. You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $50,000 in the HSBC Family of Funds. More information about these and other discounts is available from your financial professional, and is explained in Distribution Arrangements/Sales Charges on page 99 of this prospectus and in the Funds Statement of Additional Information (SAI) in Right of Accumulation on page 95.
| Shareholder Fees | |||||
| (fees paid directly from your investment) | Class A | Class I | |||
| Maximum Sales Charge (load) Imposed on Purchases | |||||
| (as a % of offering price) | 4.75% | None | |||
| Maximum Deferred Sales Charge (load) | |||||
| (as a % of amount redeemed) | None | None | |||
| Annual Fund Operating Expenses (expenses that you pay | |||||
| each year as a percentage of the value of your investment) | Class A | Class I | |||
| Management Fee | 0.50% | 0.50% | |||
| Distribution (12b-1) Fee | 0.00% | 0.00% | |||
| Other Expenses: | |||||
| Shareholder Servicing Fee | 0.25% | 0.00% | |||
| Other Operating Expenses | 2.33% | 2.23% | |||
| Total Other Expenses | 2.58% | 2.23% | |||
| Acquired Fund Fees and Expenses | 0.03% | 0.03% | |||
| Total Annual Fund Operating Expenses* | 3.11% | 2.76% | |||
| Fee Waiver and/or Expense Reimbursement** | 2.23% | 2.23% | |||
| Total Annual Fund Operating Expenses After Fee Waiver | |||||
| and/or Expense Reimbursement | 0.88% | 0.53% | |||
| * | The Total Annual Fund Operating Expenses have been restated to reflect current expenses and do not correlate to the ratios of net and total expenses to average net assets provided in the Financial Highlights, which reflect the operating expenses of the Fund and do not include Acquired Fund Fees and Expenses. |
| ** | HSBC Global Asset Management (USA) Inc., the Funds investment adviser (Adviser), has entered into a contractual expense limitation agreement with the Fund (Expense Limitation Agreement) under which it will limit total expenses of the Fund (excluding interest, taxes, brokerage commissions, extraordinary expenses and estimated indirect expenses attributable to the Funds investments in investment companies) to an annual rate of 0.85% for Class A Shares and 0.50% for Class I Shares. Any amounts contractually waived or reimbursed by the Adviser will be subject to repayment by the Fund to the Adviser within three years to the extent that the repayment will not cause the Funds operating expenses to exceed the contractual expense limit that was in effect at the time of such waiver or reimbursement. The expense limitation shall be in effect until March 1, 2018. The Expense Limitation Agreement shall terminate upon the termination of the Investment Advisory Contract between HSBC Funds (the Trust) and the Adviser, or it may be terminated upon written notice to the Adviser by the Trusts Board of Trustees. |
3
| HSBC Emerging Markets Debt Fund |
| Summary Section |
Example
This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Funds operating expenses remain the same. The Example takes the Funds Expense Limitation Agreement into account for the first year only. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
| 1 Year | 3 Years | 5 Years | 10 Years | ||||||
| Class A Shares | $561 | $1,189 | $1,842 | $3,584 | |||||
| Class I Shares | $ 54 | $ 644 | $1,260 | $2,926 |
Portfolio Turnover
The Fund pays transaction costs when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in Annual Fund Operating Expenses or in the Example, affect the Funds performance. During the most recent fiscal year, the Funds portfolio turnover rate was 91% of the average value of its portfolio.
Principal Investment Strategies
The Fund seeks to achieve its investment objective by investing, under normal market conditions, at least 80% of its net assets, plus borrowings for investment purposes, in fixed income instruments of issuers that economically are tied to emerging markets. The Fund will invest in instruments issued by foreign governments and corporations. Investments will generally be made in U.S. dollar denominated instruments, but the Fund will also seek to invest in emerging market local currency denominated instruments. The total return sought by the Fund consists of income earned on investments, plus capital appreciation, if any, which generally arises from decreases in interest rates or improving credit fundamentals for a particular region, sector, security or issuer. The Fund will invest in at least three countries, and at least 40% of its net assets will be invested in foreign securities.
The Fund may invest in derivative instruments, including, but not limited to, swaps (including credit default swaps), financial futures, foreign currency futures, foreign currency contracts, options on futures contracts, options on securities and swaps (swaptions), for hedging purposes, cash management purposes, as a substitute for investing fixed income securities, or to enhance returns. For purposes of meeting its 80% investment policy, the Fund may include derivatives that have characteristics or exposure similar to fixed income instruments of issuers that economically are tied to emerging markets.
The term emerging markets includes any country: (i) having an emerging stock market as defined by the International Finance Corporation; (ii) with low- to middle-income economies according to the International Bank for Reconstruction and Development (the World Bank); (iii) listed in World Bank publications as developing; or (iv) determined by the Adviser to be an emerging market. Currently, emerging market countries generally include every country in the world except Australia, Austria, Belgium, Canada, Denmark, Finland, France, Germany, Hong Kong, Ireland, Israel, Italy, Japan, the Netherlands, New Zealand, Norway, Portugal, Singapore, Spain, Sweden, Switzerland, the United Kingdom and the United States. The Adviser has broad discretion to identify countries that it considers to qualify as emerging markets.
An instrument is economically tied to an emerging market country if: (i) the issuer is the government (or any political subdivision, agency, authority or instrumentality of such government) of an emerging market country; (ii) the instrument is principally traded on an emerging market countrys securities markets; or (iii) the issuer is organized or principally operates in an emerging market country, derives 50% or more of its income from its operation within the country, or has 50% or more of its assets in the country.
The Adviser will select investments for purchase or sale by evaluating each issuer based on: (i) general economic and financial conditions; (ii) the specific issuers business and management, cash flow, earnings coverage of interest and dividends, ability to operate under adverse economic conditions, and fair market value of assets; (iii) any unique political, economic, or social conditions applicable to such issuers country; and (iv) other considerations the Adviser deems appropriate.
4
| HSBC Emerging Markets Debt Fund |
| Summary Section |
Principal Investment Strategies (continued)
The Fund may invest without limitation in high-yield securities (junk bonds),which are those securities rated lower than Baa by Moodys Investors Service (Moodys) or lower than BBB by Standard & Poors Ratings Services (S&P) or Fitch, Inc. (Fitch), subject to a maximum of 15% of its total assets at the time of purchase in securities rated below B by Moodys, or equivalently rated by S&P or Fitch or, if unrated, determined by the Adviser to be of comparable quality.
The Fund may invest in sovereign and supranational debt obligations (debt instruments issued or guaranteed by foreign governments, agencies, and supranational entities). In addition, the Fund may invest in Eurodollar bank obligations and Yankee bank obligations, and may also invest in Brady Bonds, which are issued as a result of a restructuring of a countrys debt obligations to commercial banks under the Brady Plan.
The Fund may purchase securities of various maturities, but expects under normal market conditions to maintain an average portfolio duration that normally varies within two years (plus or minus) of the duration of the J.P. Morgan Emerging Markets Bond Index Global, which as of December 31, 2016 was 6.67 years.
The Fund is considered to be non-diversified under the Investment Company Act of 1940, as amended (1940 Act), which means that the Fund can invest a greater percentage of its assets in a more limited number of issuers than a diversified fund.
Principal Investment Risks
You could lose money by investing in the Fund. The Fund has the following principal investment risks:
| ● | Counterparty Risk: When the Fund enters into an investment
contract, such as a derivative, the Fund is exposed to the risk that the
other party to the contract will not fulfill its contractual
obligations. |
| ● | Currency Risk: Fluctuations in exchange rates between the
U.S. dollar and foreign currencies, or between various foreign currencies,
may negatively affect the Funds performance. The Fund may seek to reduce
currency risk by hedging part or all of its exposure to various foreign
currencies; however, even if such hedging techniques are employed, there
is no assurance that they will be successful. |
| ● | Custody Risk: The Fund invests in securities markets that
are less developed than those in the U.S., which may expose the Fund to
risks in the process of clearing and settling trades and the holding of
securities by foreign banks, agents and depositories. Investments in
emerging markets may be subject to greater custody risks than investments
in more developed securities markets. |
| ● | Debt Instruments Risk: The risks of investing in debt instruments
include: |
| ● | Credit Risk: The Fund could lose money if an issuer or
guarantor of a debt instrument is unable or unwilling to make or perceived
to be unable or unwilling to make timely payments of interest or principal
or enters bankruptcy. The issuer or guarantor could also suffer a rapid
decrease in credit quality rating, which would adversely affect the
volatility of the value and liquidity of the instrument. This risk is
greater for lower-quality bonds than for bonds that are investment
grade. |
5
| HSBC Emerging Markets Debt Fund |
| Summary Section |
Principal Investment Risks (continued)
| ● | High-Yield Securities (Junk Bond) Risk:
Investments in high-yield
securities (commonly referred to as junk bonds) are considered
speculative investments and have significantly higher credit risk than
investment-grade securities and tend to be less marketable (i.e., less
liquid) than higher-rated securities. The prices of high-yield securities,
which may be more volatile than higher rated securities of similar
maturity, may be more vulnerable to adverse market, economic, social or
political conditions. |
| ● | Interest Rate Risk: Fluctuations in interest rates may affect the yield, liquidity and
value of investments in income producing or debt instruments. Generally,
if interest rates rise, the value of such investments will fall. The risks
associated with rising interest rates are heightened given that interest
rates are near historic lows, but may increase in the future, with
unpredictable effects on the markets and the Funds
investments. |
| ● | Inventory Risk: The
market-making capacity in debt markets has declined as a result of reduced
broker-dealer inventories relative to fund assets, reduced broker-dealer
proprietary trading activity and increased regulatory capital requirements
for financial institutions such as banks. Because market makers provide
stability to a market through their intermediary services, a significant
reduction in dealer market-making capacity has the potential to decrease
liquidity and increase volatility in the debt markets. A decrease in
liquidity may negatively affect the ability of the Fund to pay redemption
proceeds within the allowable time
period. |
| ● | Derivatives Risk: The
Funds use of derivative instruments involves risks different from, or
possibly greater than, the risks associated with investing directly in
securities and other traditional investments and could increase the
volatility of the Funds net asset value per share and cause you to lose
money. Risks associated with derivatives include the risk that the
derivative is not well correlated with the security, index or currency to
which it relates; the risk that derivatives may result in losses or missed
opportunities; the risk that the Fund will be unable to sell the
derivative because of an illiquid secondary market; the risk that a
counterparty is unwilling or unable to meet its obligation; the risk that
the Fund will be required to pay additional margin or set aside additional
collateral to maintain open derivative positions; and the risk that the
derivative transaction could expose the Fund to the effects of leverage,
which could increase the Funds exposure to the market and magnify
potential losses, particularly when derivatives are used to enhance return
rather than offset risk. There is no guarantee that derivatives, to the
extent employed, will have the intended effect, and their use could cause
lower returns or even losses to the Fund. The use of derivatives by the
Fund to hedge risk may reduce the opportunity for gain by offsetting the
positive effect of favorable price
movements. |
| ● | Emerging Markets Risk: The Funds investments in emerging market countries are subject to
all of the risks of foreign investing generally, and have additional
heightened risks due to a lack of established legal, political, business
and social frameworks to support securities markets, including: greater
market volatility and illiquidity, lower trading volume, delays in trading
or settling portfolio securities transactions; currency and capital
controls or other government restrictions or interventions, such as
economic sanctions, expropriation, nationalization and repatriation restrictions; greater sensitivity
to interest rate changes; pervasiveness of corruption and crime; currency
exchange rate volatility; and higher levels of inflation, deflation or
currency devaluation. The prices of securities in emerging markets can
fluctuate more significantly than the prices of securities in more
developed countries. The less developed the country, the greater effect
such risks may have on an investment. |
| ● | Foreign Securities Risk: Investments in foreign securities are
generally considered riskier than investments in U.S. securities, and are
subject to additional risks, including international trade, social,
political, economic and regulatory risks; fluctuating currency exchange
rates; less liquid, developed or efficient trading markets; the imposition
of exchange controls, confiscations and other government restrictions
(e.g., sanctions or tariffs) by the United States or other countries; expropriation
or confiscatory taxation; imposition of withholding or other taxes on
dividend or interest payments (or, in some cases, capital gains); and
different corporate disclosure and governance
standards. |
| ● | Leverage Risk: Leverage created by investments such as
derivatives can diminish the Funds performance and increase the
volatility of the Funds net asset value. This is because leverage tends
to exaggerate the effect of any increase or decrease in the value of the
Funds portfolio securities. |
| ● | Liquidity Risk: The Fund may hold illiquid securities by virtue of the absence of a readily available market for, or a reduction in the number or capacity of market participants making a market in, certain of its investments or because of legal or contractual restrictions on sales. A security may become illiquid after purchase. The Fund could lose money if it is unable to dispose of an investment at a time that is most beneficial to the Fund. Investments that are illiquid or that trade in lower volumes may be more difficult to value. |
6
| HSBC Emerging Markets Debt Fund |
| Summary Section |
Principal Investment Risks (continued)
| ● | Market Risk: The value of the Funds investments may
decline due to changing economic, political, social, regulatory or market
conditions. Market risk may affect a single issuer, industry or section of
the economy or it may affect the economy as a whole. Moreover, the
conditions in one country or geographic region could adversely affect the
Funds investments in a different country or geographic
region. |
| ● | Non-Diversification Risk: Focusing
investments in a small number of issuers, industries, foreign currencies
or particular countries or regions increases risk. The Fund is
non-diversified and may invest a greater percentage of its assets in the
securities of a single issuer than a fund that is diversified. Funds
that invest in a relatively small number of issuers are more susceptible
to risks associated with a single economic, political or regulatory
occurrence than a more diversified portfolio might
be. |
| ● | Sovereign Debt Risk: Sovereign debt instruments, which are
instruments issued by foreign governmental entities, are subject to the
risk that the governmental entity may be unable or unwilling to repay the
principal or interest on its sovereign debt due to, among other reasons,
cash flow problems, insufficient foreign currency reserves, political
considerations, the relative size of the governmental entitys debt or its
failure to implement economic reforms. There is no generally established
legal or bankruptcy process for collecting sovereign
debt. |
| ● | Swap Risk: The use of swap agreements, which are agreements to exchange the return generated by one instrument (or index) for the return generated by another instrument (or index), and similar instruments involves risks that are different from those associated with ordinary portfolio securities transactions. Swap agreements may also subject the Fund to the risk that the counterparty to the transaction may not meet its obligations, causing the Funds value to decrease. Swaps are also particularly subject to credit, correlation, valuation, liquidity and leveraging risks. Swap agreements may also be considered illiquid. |
An investment in the Fund is not a deposit of HSBC Bank USA, N.A. and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.
7
| HSBC Emerging Markets Debt Fund |
| Summary Section |
Performance Bar Chart and Table
The bar chart and table below provide an indication of the risks of an investment in the Fund by showing changes in the Funds year-to-year performance and by showing how the Funds average annual returns compare with those of a broad measure of market performance. Past performance, including before- and after-tax returns, does not indicate how the Fund will perform in the future.
The bar chart below shows the Funds annual returns for Class A Shares and how performance has varied from year-to-year. The returns for Class I Shares will differ from the Class A Shares returns shown in the bar chart because the expenses of the classes differ.
Annual Total Returns as of 12/31 for
Class A Shares
(Excluding sales
charges, which if included, would cause returns to be lower.)

| Best Quarter: | Q3 2012 | 7.24% | |||
| Worst Quarter: | Q2 2013 | -6.10% |
The table below shows returns on a before-tax and after-tax basis. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investors tax situation and may differ from those shown. After-tax returns are not relevant to investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns shown in the table below are for Class A Shares of the Fund and after-tax returns for Class I Shares may vary. The table further compares the Funds performance over time to that of the J.P. Morgan Emerging Markets Bond Index Global (EMBI Global).
Average Annual Total Returns (for the periods ended December 31, 2016)
| Inception | Since | ||||||||
| Date | 1 Year | 5 Years | Inception | ||||||
| Class A Return Before Taxes | April 7, 2011 | 3.26% | 3.65% | 4.12% | |||||
| Class A Return After Taxes on Distributions | April 7, 2011 | 1.43% | 1.61% | 2.10% | |||||
| Class A Return After Taxes on Distributions | |||||||||
| and Sale of Fund Shares | April 7, 2011 | 1.86% | 1.98% | 2.36% | |||||
| Class I Return Before Taxes | April 7, 2011 | 8.69% | 5.03% | 5.37% | |||||
| EMBI Global (reflects no deduction for fees, expenses or taxes) | | 10.19% | 5.44% | 5.94%* |
| * | Since April 7, 2011. |
8
| HSBC Emerging Markets Debt Fund |
| Summary Section |
Investment Adviser
HSBC Global Asset Management (USA) Inc. is the Funds investment adviser.
Portfolio Managers
Investment decisions for the Fund are made by the Advisers Emerging Markets Debt Team. Nishant Upadhyay, Senior Vice President, Head of Emerging Markets Debt Portfolio Management; Vinayak Potti, Vice President, Portfolio Manager; and Zeke Diwan, Senior Vice President, Senior Portfolio Manager, are the members of the Emerging Markets Debt Team with the most significant responsibility for the day-to-day management of the Funds portfolio. Mr. Upadhyay has managed the Fund since November 3, 2015; Mr. Potti has managed the Fund since September 11, 2014; and Mr. Diwan has managed the Fund since January 9, 2017.
Purchasing and Selling Your Shares
Generally, you may purchase or redeem Fund shares on any business day by mail (HSBC Funds, PO Box 8106, Boston, MA 02266-8106), wire transfer, or telephone at 1-800-782-8183. Investors who wish to purchase, exchange or redeem Fund shares through a broker-dealer should contact the broker-dealer directly.
| Minimum | Minimum | ||||||||
| Initial | Subsequent | ||||||||
| Account Type | Investment* | Investment* | |||||||
| Class A Shares | |||||||||
| Regular (non-retirement) | $ | 1,000 | $ | 100 | |||||
| Retirement (IRA) | $ | 250 | $ | 100 | |||||
| Automatic Investment Plan | $ | 250 | $ | 25 | |||||
| Class I Shares | |||||||||
| Regular (non-retirement) | $ | 1,000,000 | $ | 0 | |||||
| * | Omnibus accounts are eligible to meet the minimums at the omnibus account level. |
Tax Information
The Fund intends to declare and pay dividends from net investment income, if any, at least monthly. The Funds distributions are taxable, and will be taxed as ordinary income or capital gains, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account. Such tax-deferred arrangements may be taxed later upon withdrawal of monies from those arrangements.
Payments to Broker-Dealers and Other Financial Intermediaries
If you purchase shares of the Fund through a financial intermediary, such as a broker-dealer or investment adviser, the Fund, the Adviser, the distributor and/or their affiliates may pay the intermediary for the sale of Fund shares and related services. These payments create a conflict of interest by influencing the broker-dealer or other financial intermediary and your salesperson to recommend the Fund over another investment. Ask your financial intermediary or visit your financial intermediarys Website for more information.
9
|
HSBC Emerging Markets
Local Debt Fund |
Class A and Class I Shares
Investment Objective
The investment objective of the HSBC Emerging Markets Local Debt Fund (the Fund) is to maximize total return (comprised of capital appreciation and income).
Fees and Expenses of the Fund
This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund. You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $50,000 in the HSBC Family of Funds. More information about these and other discounts is available from your financial professional, and is explained in Distribution Arrangements/Sales Charges on page 99 of this prospectus and in the Funds Statement of Additional Information (SAI) in Right of Accumulation on page 95.
| Shareholder Fees | ||||
| (fees paid directly from your investment) | Class A | Class I | ||
| Maximum Sales Charge (load) Imposed on Purchases | ||||
| (as a % of offering price) | 4.75% | None | ||
| Maximum Deferred Sales Charge (load) | ||||
| (as a % of amount redeemed) | None | None | ||
| Annual Fund Operating Expenses (expenses that you pay | ||||
| each year as a percentage of the value of your investment) | Class A | Class I | ||
| Management Fee | 0.50% | 0.50% | ||
| Distribution (12b-1) Fee | 0.00% | 0.00% | ||
| Other Expenses: | ||||
| Shareholder Servicing Fee | 0.25% | 0.00% | ||
| Other Operating Expenses | 2.01% | 1.91% | ||
| Total Other Expenses | 2.26% | 1.91% | ||
| Acquired Fund Fees and Expenses | 0.06% | 0.06% | ||
| Total Annual Fund Operating Expenses* | 2.82% | 2.47% | ||
| Fee Waiver and/or Expense Reimbursement** | 1.91% | 1.91% | ||
| Total Annual Fund Operating Expenses After Fee Waiver | ||||
| and/or Expense Reimbursement | 0.91% | 0.56% | ||
| * |
The Total Annual Fund Operative Expenses have been restated to reflect current expenses and do not correlate to the ratios of net and total expenses to average net assets provided in the Financial Highlights, which reflect the operating expenses of the Fund and do not include Acquired Fund Fees and Expenses. |
| ** |
HSBC Global Asset Management (USA) Inc., the Funds investment adviser (Adviser), has entered into a contractual expense limitation agreement with the Fund (Expense Limitation Agreement) under which it will limit total expenses of the Fund (excluding interest, taxes, brokerage commissions, extraordinary expenses and estimated indirect expenses attributable to the Funds investments in investment companies) to an annual rate of 0.85% for Class A Shares and 0.50% for Class I Shares. Any amounts contractually waived or reimbursed by the Adviser will be subject to repayment by the Fund to the Adviser within three years to the extent that the repayment will not cause the Funds operating expenses to exceed the contractual expense limit that was in effect at the time of such waiver or reimbursement. The expense limitation shall be in effect until March 1, 2018. The Expense Limitation Agreement shall terminate upon the termination of the Investment Advisory Contract between HSBC Funds (the Trust) and the Adviser, or it may be terminated upon written notice to the Adviser by the Trusts Board of Trustees. |
10
|
HSBC Emerging Markets
Local Debt Fund |
Example
This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Funds operating expenses remain the same. The Example takes the Funds Expense Limitation Agreement into account for the first year only. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
| 1 Year | 3 Years | 5 Years | 10 Years | ||||||
| Class A Shares | $563 | $1,135 | $1,732 | $3,341 | |||||
| Class I Shares | $ 57 | $ 586 | $1,142 | $2,661 |
Portfolio Turnover
The Fund pays transaction costs when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in Annual Fund Operating Expenses or in the Example, affect the Funds performance. During the most recent fiscal year, the Funds portfolio turnover rate was 96% of the average value of its portfolio.
Principal Investment Strategies
The Fund seeks to achieve its investment objective by investing, under normal market conditions, at least 80% of its net assets, plus borrowings for investment purposes, in debt instruments issued by foreign governments, government agencies or corporations and denominated in local currencies of countries with emerging securities markets. The Fund may also invest in instruments denominated in U.S. dollars. The total return sought by the Fund consists of income earned on investments, plus capital appreciation, if any, which generally arises from decreases in interest rates or improving credit fundamentals for a particular region, sector, security or issuer.
The Fund may invest in derivatives, including, but not limited to, currency forwards, non-deliverable forwards, bond options, currency options, interest rate swaps or credit default swaps denominated in any currency, for hedging purposes, cash management purposes, as a substitute for investing fixed income securities, or to enhance returns. For purposes of meeting its 80% investment policy, the Fund may include derivatives that have characteristics or exposure similar to debt instruments issued by foreign governments, government agencies or corporations and denominated in local currencies of countries with emerging securities markets.
The term emerging markets includes any country: (i) having an emerging stock market as defined by the International Finance Corporation; (ii) with low- to middle-income economies according to the International Bank for Reconstruction and Development (the World Bank); (iii) listed in World Bank publications as developing; or (iv) determined by the Adviser to be an emerging market. Currently, emerging market countries generally include every country in the world except Australia, Austria, Belgium, Canada, Denmark, Finland, France, Germany, Hong Kong, Ireland, Israel, Italy, Japan, the Netherlands, New Zealand, Norway, Portugal, Singapore, Spain, Sweden, Switzerland, the United Kingdom and the United States. The Adviser has broad discretion to identify countries that it considers to qualify as emerging markets.
An instrument is economically tied to an emerging market country if: (i) the issuer is the government (or any political subdivision, agency, authority or instrumentality of such government) of an emerging market country; (ii) the instrument is principally traded on an emerging market countrys securities markets; or (iii) the issuer is organized or principally operates in an emerging market country, derives 50% or more of its income from its operation within the country, or has 50% or more of its assets in the country. In the case of certain money market instruments, such instruments will be considered economically tied to an emerging market country if either the issuer or the guarantor of such money market instrument is organized under the laws of an emerging market country. The Fund normally will invest primarily in securities whose performance is economically tied to Asia, Africa, the Middle East, Latin America and the developing countries of Europe.
11
|
HSBC Emerging Markets
Local Debt Fund |
Principal Investment Strategies (continued)
The Adviser will select investments for purchase or sale by evaluating issuers based on: (i) general economic and financial conditions; (ii) the specific issuers business and management, cash flow, earnings coverage of interest and dividends, ability to operate under adverse economic conditions, and fair market value of assets; (iii) any unique political, economic or social conditions applicable to such issuers country; and (iv) other considerations the Adviser deems appropriate. The Adviser will select the Funds country and currency composition based on its evaluation of relative interest rates, inflation rates, exchange rates, monetary and fiscal policies, trade and current account balances, legal and political developments and other specific factors that the Adviser believes to be relevant.
The Fund may invest in both investment-grade securities, which are those securities that are rated by one or more nationally recognized statistical rating organizations (NRSROs) within one of the four highest long-term quality grades at the time of purchase (e.g., AAA, AA, A or BBB by Standard & Poors Ratings Services (S&P) or Fitch, Inc. (Fitch) or Aaa, Aa, A or Baa by Moodys Investors Service (Moodys)), and high-yield securities (junk bonds), which are those securities rated lower than Baa by Moodys or lower than BBB by S&P or Fitch. A maximum of 15% of the Funds total assets at the time of purchase may be invested in securities rated below B by Moodys, or equivalently rated by S&P or Fitch, or, if unrated, determined by the Adviser to be of comparable quality. The Fund may invest, without limitation, in non-investment grade securities rated above B by Moodys, or equivalently rated by S&P or Fitch, or, if unrated, determined by the Adviser to be of comparable quality. The Fund may purchase or sell securities on a when-issued or delayed delivery basis. The Fund may, without limitation, seek to obtain market exposure to the securities in which it primarily invests by entering into a series of purchase and sale contracts or by using other investment techniques (such as buy backs or dollar rolls).
The Fund may purchase securities of various maturities, but expects to maintain an average portfolio duration that normally varies within two years (plus or minus) of the duration of the J.P. Morgan Government Bond Index - Emerging Markets Global Diversified, which as of December 31, 2016 was 4.91 years.
The Fund is considered to be non-diversified under the Investment Company Act of 1940, as amended (1940 Act), which means that the Fund can invest a greater percentage of its assets in a more limited number of issuers than a diversified fund.
Principal Investment Risks
You could lose money by investing in the Fund. The Fund has the following principal investment risks.
| ● |
Counterparty
Risk: When the Fund enters
into an investment contract, such as a derivative, the Fund is exposed to
the risk that the other party to the contract will not fulfill its
contractual obligations. |
| ● |
Currency
Risk: Fluctuations in
exchange rates between the U.S. dollar and foreign currencies, or between
various foreign currencies, may negatively affect the Funds performance.
The Fund may seek to reduce currency risk by hedging part or all of its
exposure to various foreign currencies; however, even if such hedging
techniques are employed, there is no assurance that they will be
successful. |
| ● |
Custody
Risk: The Fund invests in
securities markets that are less developed than those in the U.S., which
may expose the Fund to risks in the process of clearing and settling
trades and the holding of securities by foreign banks, agents and
depositories. Investments in emerging markets may be subject to greater
custody risks than investments in more developed securities markets.
|
| ● |
Debt Instruments
Risk: The risks of
investing in debt instruments include:
|
| ● |
Credit
Risk: The Fund could lose
money if an issuer or guarantor of a debt instrument is unable or
unwilling to make or perceived to be unable or unwilling to make timely
payments of interest or principal or enters bankruptcy. The issuer or
guarantor could also suffer a rapid decrease in credit quality rating,
which would adversely affect the volatility of the value and liquidity of
the instrument. This risk is greater for lower-quality bonds than for
bonds that are investment grade. |
| ● |
High-Yield Securities (Junk Bond) Risk: Investments in high-yield securities (commonly referred to as junk bonds) are considered speculative investments and have significantly higher credit risk than investment-grade securities and tend to be less marketable (i.e., less liquid) than higher-rated securities. The prices of high-yield securities, which may be more volatile than higher rated securities of similar maturity, may be more vulnerable to adverse market, economic, social or political conditions. |
12
|
HSBC Emerging Markets
Local Debt Fund |
Principal Investment Risks (continued)
| ● |
Interest Rate Risk:
Fluctuations in interest
rates may affect the yield, liquidity and value of investments in income
producing or debt instruments. Generally, if interest rates rise, the
value of such investments will fall. The risks associated with rising
interest rates are heightened given that interest rates are near historic
lows, but may increase in the future, with unpredictable effects on the
markets and the Funds investments. |
| ● |
Inventory Risk:
The market-making capacity
in debt markets has declined as a result of reduced broker-dealer
inventories relative to fund assets, reduced broker-dealer proprietary
trading activity and increased regulatory capital requirements for
financial institutions such as banks. Because market makers provide
stability to a market through their intermediary services, a significant
reduction in dealer market-making capacity has the potential to decrease
liquidity and increase volatility in the debt markets. A decrease in
liquidity may negatively affect the ability of the Fund to pay redemption
proceeds within the allowable time period.
|
| ● |
Derivatives
Risk: The Funds use of
derivative instruments involves risks different from, or possibly greater
than, the risks associated with investing directly in securities and other
traditional investments and could increase the volatility of the Funds
net asset value per share and cause you to lose money. Risks associated
with derivatives include the risk that the derivative is not well
correlated with the security, index or currency to which it relates; the
risk that derivatives may result in losses or missed opportunities; the
risk that the Fund will be unable to sell the derivative because of an
illiquid secondary market; the risk that a counterparty is unwilling or
unable to meet its obligation; the risk that the Fund will be required to
pay additional margin or set aside additional collateral to maintain open
derivative positions; and the risk that the derivative transaction could
expose the Fund to the effects of leverage, which could increase the
Funds exposure to the market and magnify potential losses, particularly
when derivatives are used to enhance return rather than offset risk. There
is no guarantee that derivatives, to the extent employed, will have the
intended effect, and their use could cause lower returns or even losses to
the Fund. The use of derivatives by the Fund to hedge risk may reduce the
opportunity for gain by offsetting the positive effect of favorable price
movements. |
| ● |
Emerging Markets
Risk: The Funds
investments in emerging market countries are subject to all of the risks
of foreign investing generally, and have additional heightened risks due
to a lack of established legal, political, business and social frameworks
to support securities markets, including: greater market volatility and
illiquidity, lower trading volume, delays in trading or settling portfolio
securities transactions; currency and capital controls or other government
restrictions or interventions, such as economic sanctions, expropriation, nationalization and repatriation restrictions; greater sensitivity to interest rate changes;
pervasiveness of corruption and crime; currency exchange rate volatility;
and higher levels of inflation, deflation or currency devaluation. The
prices of securities in emerging markets can fluctuate more significantly
than the prices of securities in more developed countries. The less
developed the country, the greater effect such risks may have on an
investment. |
| ● |
Foreign Securities
Risk: Investments in
foreign securities are generally considered riskier than investments in
U.S. securities, and are subject to additional risks, including
international trade, social, political, economic and regulatory risks;
fluctuating currency exchange rates; less liquid, developed or efficient
trading markets; the imposition of exchange controls, confiscations and
other government restrictions (e.g., sanctions or tariffs) by the United States or
other countries; expropriation or confiscatory taxation; imposition of
withholding or other taxes on dividend or interest payments (or, in some
cases, capital gains); and different corporate disclosure and governance
standards. |
| ● |
Leverage
Risk: Leverage created by
investments such as derivatives can diminish the Funds performance and
increase the volatility of the Funds net asset value. This is because
leverage tends to exaggerate the effect of any increase or decrease in the
value of the Funds portfolio securities. |
| ● |
Liquidity
Risk: The Fund may hold
illiquid securities by virtue of the absence of a readily available market
for, or a reduction in the number or capacity of market participants
making a market in, certain of its investments or because of legal or
contractual restrictions on sales. A security may become illiquid after
purchase. The Fund could lose money if it is unable to dispose of an
investment at a time that is most beneficial to the Fund. Investments that
are illiquid or that trade in lower volumes may be more difficult to
value. |
| ● |
Market Risk:
The value of the Funds
investments may decline due to changing economic, political, social,
regulatory or market conditions. Market risk may affect a single issuer,
industry or section of the economy or it may affect the economy as a
whole. Moreover, the conditions in one country or geographic region could
adversely affect the Funds investments in a different country or
geographic region. |
13
|
HSBC Emerging Markets
Local Debt Fund |
Principal Investment Risks (continued)
| ● |
Non-Diversification Risk:
Focusing investments in a small number of issuers, industries, foreign
currencies or particular countries or regions increases risk. The Fund is
non-diversified and may invest a greater percentage of its assets in the
securities of a single issuer than a fund that is diversified. Funds
that invest in a relatively small number of issuers are more susceptible
to risks associated with a single economic, political or regulatory
occurrence than a more diversified portfolio might be.
|
| ● |
Sovereign Debt Risk:
Sovereign debt instruments,
which are instruments issued by foreign governmental entities, are subject
to the risk that the governmental entity may be unable or unwilling to
repay the principal or interest on its sovereign debt due to, among other
reasons, cash flow problems, insufficient foreign currency reserves,
political considerations, the relative size of the governmental entitys
debt or its failure to implement economic reforms. There is no generally
established legal or bankruptcy process for collecting sovereign
debt. |
| ● |
Swap Risk:
The use of swap agreements,
which are agreements to exchange the return generated by one instrument
(or index) for the return generated by another instrument (or index), and
similar instruments involves risks that are different from those
associated with ordinary portfolio securities transactions. Swap
agreements may also subject the Fund to the risk that the counterparty to
the transaction may not meet its obligations, causing the Funds value to
decrease. Swaps are also particularly subject to credit, correlation,
valuation, liquidity and leveraging risks. Swap agreements may also be
considered illiquid. |
| ● |
When-Issued Securities: The Fund may purchase or sell securities that it is entitled to receive on a when issued basis. When-issued and delayed delivery securities and forward commitments involve the risk that the security the Fund buys will lose value prior to its delivery. There also is the risk that the security will not be issued or that the other party to the transaction will not meet its obligation. |
An investment in the Fund is not a deposit of HSBC Bank USA, N.A. and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.
14
|
HSBC Emerging Markets
Local Debt Fund |
Performance Bar Chart and Table
The bar chart and table below provide an indication of the risks of an investment in the Fund by showing changes in the Funds year-to-year performance and by showing how the Funds average annual returns compare with those of a broad measure of market performance. Past performance, including before- and after-tax returns, does not indicate how the Fund will perform in the future.
The bar chart below shows the Funds annual returns for Class A Shares and how performance has varied from year-to-year. The returns for Class I Shares will differ from the Class A Shares returns shown in the bar chart because the expenses of the classes differ.
Annual Total Returns as of 12/31 for
Class A Shares
(Excluding sales
charges, which if included, would cause returns to be lower.)

| Best Quarter: | Q1 2016 | 10.21% | ||
| Worst Quarter: | Q3 2015 | -11.74% |
15
|
HSBC Emerging Markets
Local Debt Fund |
Performance Bar Chart and Table (continued)
The table below shows returns on a before-tax and after-tax basis. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investors tax situation and may differ from those shown. After-tax returns are not relevant to investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns shown in the table below are for Class A Shares of the Fund and after-tax returns for Class I Shares may vary. The table further compares the Funds performance over time to that of the J.P. Morgan Government Bond Index Emerging Markets Global Diversified (GBI-EM Global Diversified).
Average Annual Total Returns (for the periods ended December 31, 2016)
| Inception | Since | ||||||||
| Date | 1 Year | 5 Years | Inception | ||||||
| Class A Return Before Taxes | April 7, 2011 | 2.25% | -3.88% | -4.76% | |||||
| Class A Return After Taxes on Distributions | April 7, 2011 | 2.31% | -4.22% | -5.12% | |||||
| Class A Return After Taxes on Distributions | |||||||||
| and Sale of Fund Shares | April 7, 2011 | 1.40% | -2.97% | -3.60% | |||||
| Class I Return Before Taxes | April 7, 2011 | 7.76% | -2.60% | -3.60% | |||||
| GBI-EM Global Diversified | |||||||||
| (reflects no deduction for fees, expenses or taxes) | | 9.94% | -1.29% | -2.22%* |
| * |
Since April 7, 2011. |
Investment Adviser
HSBC Global Asset Management (USA) Inc. is the Funds investment adviser.
Portfolio Managers
Investment decisions for the Fund are made by the Advisers Emerging Markets Debt Team. Nishant Upadhyay, Senior Vice President, Head of Emerging Markets Debt Portfolio Management; and Billy Lang, Vice President, Portfolio Manager, are the members of the Emerging Markets Debt Team with the most significant responsibility for the day-to-day management of the Funds portfolio. Mr. Upadhyay has managed the Fund since November 3, 2015 and Mr. Lang has managed the Fund since January 9, 2017.
16
|
HSBC Emerging Markets
Local Debt Fund |
Purchasing and Selling Your Shares
Generally, you may purchase or redeem Fund shares on any business day by mail (HSBC Funds, PO Box 8106, Boston, MA 02266-8106), wire transfer, or telephone at 1-800-782-8183. Investors who wish to purchase, exchange or redeem Fund shares through a broker-dealer should contact the broker-dealer directly.
| Minimum | Minimum | ||||||||||
| Initial | Subsequent | ||||||||||
| Account Type | Investment* | Investment* | |||||||||
| Class A Shares | |||||||||||
| Regular (non-retirement) | $ | 1,000 | $ | 100 | |||||||
| Retirement (IRA) | $ | 250 | $ | 100 | |||||||
| Automatic Investment Plan | $ | 250 | $ | 25 | |||||||
| Class I Shares | |||||||||||
| Regular (non-retirement) | $ | 1,000,000 | $ | 0 | |||||||
* Omnibus accounts are eligible to meet the minimums at the omnibus account level.
Tax Information
The Fund intends to declare and pay dividends from net investment income, if any, at least monthly. Such monthly dividends are based on the Funds undistributed net investment income calculated on a tax basis. Because of differences in the tax accounting treatment for certain kinds of investments, the Fund may not pay a dividend when, in the discretion of management, it would be disadvantageous to do so. The Funds distributions are taxable, and will be taxed as ordinary income or capital gains, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account. Such tax-deferred arrangements may be taxed later upon withdrawal of monies from those arrangements.
Payments to Broker-Dealers and Other Financial Intermediaries
If you purchase shares of the Fund through a financial intermediary, such as a broker-dealer or investment adviser, the Fund, the Adviser, the distributor and/or their affiliates may pay the intermediary for the sale of Fund shares and related services. These payments create a conflict of interest by influencing the broker-dealer or other financial intermediary and your salesperson to recommend the Fund over another investment. Ask your financial intermediary or visit your financial intermediarys Website for more information.
17
|
HSBC Total Return
Fund |
Class A and Class I Shares
Investment Objective
The investment objective of the HSBC Total Return Fund (the Fund) is to maximize total return (comprised of capital appreciation and income).
Fees and Expenses of the Fund
This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund. You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $50,000 in the HSBC Family of Funds. More information about these and other discounts is available from your financial professional, and is explained in Distribution Arrangements/Sales Charges on page 99 of this prospectus and in the Funds Statement of Additional Information (SAI) in Right of Accumulation on page 95.
| Shareholder Fees | |||||
| (fees paid directly from your investment) | Class A | Class I | |||
| Maximum Sales Charge (load) Imposed on Purchases | |||||
| (as a % of offering price) | 4.75% | None | |||
| Maximum Deferred Sales Charge (load) | |||||
| (as a % of amount redeemed) | None | None | |||
| Annual Fund Operating Expenses (expenses that you pay | |||||
| each year as a percentage of the value of your investment) | Class A | Class I | |||
| Management Fee | 0.85% | 0.85% | |||
| Distribution (12b-1) Fee | 0.00% | 0.00% | |||
| Other Expenses: | |||||
| Shareholder Servicing Fee | 0.25% | 0.00% | |||
| Other Operating Expenses | 0.52% | 0.42% | |||
| Total Other Expenses | 0.77% | 0.42% | |||
| Acquired Fund Fees and Expenses | 0.05% | 0.05% | |||
| Total Annual Fund Operating Expenses* | 1.67% | 1.32% | |||
| Fee Waiver and/or Expense Reimbursement** | 0.02% | 0.02% | |||
| Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement |
1.65% | 1.30% | |||
| * |
The Total Annual Fund Operating Expenses have been restated to reflect current expenses and do not correlate to the ratios of net and total expenses to average net assets provided in the Financial Highlights, which reflect the operating expenses of the Fund and do not include Acquired Fund Fees and Expenses. |
| ** |
HSBC Global Asset Management (USA) Inc., the Funds investment adviser (Adviser), has entered into a contractual expense limitation agreement with the Fund (Expense Limitation Agreement) under which it will limit total expenses of the Fund (excluding interest, taxes, brokerage commissions, extraordinary expenses and estimated indirect expenses attributable to the Funds investments in investment companies) to an annual rate of 1.60% for Class A Shares and 1.25% for Class I Shares. Any amounts contractually waived or reimbursed by the Adviser will be subject to repayment by the Fund to the Adviser within three years to the extent that the repayment will not cause the Funds operating expenses to exceed the contractual expense limit that was in effect at the time of such waiver or reimbursement. The expense limitation shall be in effect until March 1, 2018. The Expense Limitation Agreement shall terminate upon the termination of the Investment Advisory Contract between HSBC Funds (the Trust) and the Adviser, or it may be terminated upon written notice to the Adviser by the Trusts Board of Trustees. |
18
|
HSBC Total Return
Fund |
Example
This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Funds operating expenses remain the same. The Example takes the Funds Expense Limitation Agreement into account for the first year only. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
| 1 Year | 3 Years | 5 Years | 10 Years | ||||||
| Class A Shares | $635 | $975 | $1,337 | $2,356 | |||||
| Class I Shares | $132 | $416 | $ 722 | $1,588 |
Portfolio Turnover
The Fund pays transaction costs when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in Annual Fund Operating Expenses or in the Example, affect the Funds performance. During the most recent fiscal year, the Funds portfolio turnover rate was 47% of the average value of its portfolio.
Principal Investment Strategies
The Fund seeks to achieve its investment objective, under normal market conditions, by investing its assets (excluding U.S. cash and U.S. cash equivalents) primarily in instruments of issuers that are economically tied to emerging market countries (as defined below), including in derivative instruments, such as futures (including interest rate futures), forwards (including non-deliverable forwards), swaps (including interest rate, total return and credit default swaps), options (including interest rate options) and swaptions. The Fund may not be invested in all of these types of derivatives at all times. In addition to derivatives, these instruments include exchange-traded funds (ETFs), investment-grade and high-yield securities (junk bonds), convertible bonds and equity and equity equivalent securities as further described below. The Fund may engage in short sales, including taking short positions on forwards.
The Fund will invest in instruments that are issued or guaranteed by governments of emerging market countries and corporations that are economically tied to an emerging market country. Investments will be made in emerging market local currency denominated instruments and in instruments denominated in the currency of a member country of the Organisation for Economic Co-operation and Development (OECD). The total return sought by the Fund consists of income earned on investments, plus capital appreciation, if any, which generally arises from decreases in interest rates, foreign currency appreciation, or improving credit fundamentals for a particular country, sector, security or issuer.
The Fund will also invest in derivative instruments whose returns are based on the returns of instruments of issuers that are economically tied to emerging market countries or that are issued or guaranteed by governments of emerging market countries, rather than investing directly in such instruments, in order to enhance return. The Fund will also invest in derivative instruments for hedging purposes, cash management purposes, as a substitute for investing fixed income securities, or to enhance returns.
An instrument is economically tied to an emerging market country if: (i) the issuer is the government (or any political subdivision, agency, authority or instrumentality of such government) of an emerging market country; (ii) the instrument is principally traded on an emerging market countrys securities markets; or (iii) the issuer is organized or principally operates in an emerging market country, derives 50% or more of its income from its operation within the country, or has 50% or more of its assets in the country. With respect to derivative instruments, generally such instruments are treated as economically tied to emerging market countries if the underlying assets are, or the performance of the instrument is otherwise determined with reference to, currencies of emerging market countries (or baskets or indexes of such currencies), interest rates that are associated with an emerging market country, or instruments or securities that are issued by governments or issuers organized under the laws of, or that principally operate in, an emerging market country.
19
|
HSBC Total Return
Fund |
Principal Investment Strategies (continued)
The term emerging markets includes any country: (i) having an emerging stock market as defined by the International Finance Corporation; (ii) with low- to middle-income economies according to the International Bank for Reconstruction and Development (the World Bank); (iii) listed in World Bank publications as developing; or (iv) determined by the Adviser to be an emerging market. Currently, these countries generally include every country in the world except Australia, Austria, Belgium, Canada, Denmark, Finland, France, Germany, Hong Kong, Ireland, Israel, Italy, Japan, the Netherlands, New Zealand, Norway, Portugal, Singapore, Spain, Sweden, Switzerland, the United Kingdom and the United States. The Adviser has broad discretion to identify countries that it considers to qualify as emerging markets.
OECD is an international organization that aims to help governments tackle economic, social and governance challenges of a globalized economy. As of February 1, 2017, OECDs member countries were Australia, Austria, Belgium, Canada, Chile, Czech Republic, Denmark, Estonia, Finland, France, Germany, Greece, Hungary, Iceland, Ireland, Israel, Italy, Japan, Korea, Latvia, Luxembourg, Mexico, Netherlands, New Zealand, Norway, Poland, Portugal, Slovak Republic, Slovenia, Spain, Sweden, Switzerland, Turkey, the United Kingdom and the United States.
The Fund may invest without limit in both investment-grade and high-yield securities (junk bonds). Investment grade securities are those securities that are rated by one or more nationally recognized statistical rating organizations (NRSROs) within one of the four highest long-term quality grades at the time of purchase (e.g., Aaa, Aa, A or Baa by Moodys Investors Service (Moodys) or AAA, AA, A or BBB by Standard & Poors Ratings Services (S&P) or Fitch, Inc. (Fitch)). High yield securities are those securities rated lower than Baa by Moodys or lower than BBB by S&P or Fitch or, if unrated, determined by the Adviser to be of comparable quality. The Fund may purchase securities of various maturities, but expects under normal market conditions to maintain an average portfolio duration of one to five years.
The Fund may also invest up to 25% of its total assets in convertible bonds, including contingent convertible bonds (up to 10% of its total assets). Convertible bonds, which may be issued by companies of all sizes and market capitalizations include, but are not limited to: corporate bonds, debentures, notes or preferred stocks and their hybrids that can be converted into (exchanged for) common stock or other securities, such as warrants or options, which provide an opportunity for equity participation. Convertible bonds generally fall within the lower-rated categories as determined by an NRSRO. The Fund may also invest up to 10% its net assets in equity and equity equivalent securities issued by corporations of all sizes and market capitalizations that are economically tied to an emerging market country.
The Adviser selects securities for purchase and sale by using a top down approach in which country credits, currencies, and local rate curves are analyzed based on their fundamental attractiveness. This analysis is based on information obtained from dedicated in-house market research, local resources and travel to the region, and a variety of other sources including third-party data providers. The Funds global exposure is calculated using a value-at-risk approach. The Funds strategy is managed in an absolute return style and is not managed with reference to a benchmark. The Adviser employs a multi-strategy investment approach using segments of the hard and local currency universe to build a portfolio with an overall volatility target less than that of the Funds theoretical investment universe. The Funds portfolio is constructed through a rigorous correlation and risk/reward analysis that is intended to capture most of the upside in emerging debt markets with less volatility and fewer drawdowns than traditional benchmark-oriented products. The Adviser will select the Funds country and currency composition based on its evaluation of relative interest rates, inflation rates, exchange rates, monetary and fiscal policies, trade and current account balances, legal and political developments and other specific factors that the Adviser believes to be relevant.
The Fund is considered to be non-diversified under the Investment Company Act of 1940, as amended (1940 Act), which means that the Fund can invest a greater percentage of its assets in a more limited number of issuers than a diversified fund.
20
|
HSBC Total Return
Fund |
Principal Investment Risks
You could lose money by investing in the Fund. The Fund has the following principal investment risks:
| ● |
Convertible Bond
Risk: Convertible bonds are
subject to the risks of equity securities when the underlying stock price
is high relative to the conversion price (because more of the securitys
value resides in the conversion feature) and debt instruments when the
underlying stock price is low relative to the conversion price (because
the conversion feature is less valuable). A convertible bond is not as
sensitive to interest rate changes as a similar non-convertible debt
instrument, and generally has less potential for gain or loss than the
underlying equity security. Contingent convertible bonds (CoCo bonds)
are hybrid bonds typically issued by banks. When the issuers capital
ratio falls below a specified trigger level, or in a regulators
discretion depending on the regulators judgment about the issuers
solvency prospects, a CoCo bond may be written down, written off or
converted into an equity security. Due to the contingent write-down,
write-off and conversion feature, CoCo bonds may have substantially
greater risk than other securities in times of financial
stress. |
| ● |
Counterparty
Risk: When the Fund enters
into an investment contract, such as a derivative, the Fund is exposed to
the risk that the other party to the contract will not fulfill its
contractual obligations. |
| ● |
Currency Risk: Fluctuations in exchange rates between the U.S. dollar and foreign currencies, or between various foreign currencies, may negatively affect the Funds performance. The Fund may seek to reduce currency risk by hedging part or all of its exposure to various foreign currencies; however, even if such hedging techniques are employed, there is no assurance that they will be successful. |
| ● |
Custody
Risk: The Fund invests in
securities markets that are less developed than those in the U.S., which
may expose the Fund to risks in the process of clearing and settling
trades and the holding of securities by foreign banks, agents and
depositories. Investments in emerging markets may be subject to greater
custody risks than investments in more developed securities
markets. |
| ● |
Debt Instruments Risk: The risks of investing in debt instruments include: |
| ● |
Credit
Risk: The Fund could lose
money if an issuer or guarantor of a debt instrument is unable or
unwilling to make or perceived to be unable or unwilling to make timely
payments of interest or principal or enters bankruptcy. The issuer or
guarantor could also suffer a rapid decrease in credit quality rating,
which would adversely affect the volatility of the value and liquidity of
the instrument. This risk is greater for lower-quality bonds than for
bonds that are investment grade. |
| ● |
High-Yield Securities
(Junk Bond) Risk:
Investments in high-yield securities (commonly referred to as junk
bonds) are considered speculative investments and have significantly
higher credit risk than investment-grade securities and tend to be less
marketable (i.e., less liquid) than higher rated securities. The prices of
high-yield securities, which may be more volatile than higher rated
securities of similar maturity, may be more vulnerable to adverse market,
economic, social or political conditions. |
| ● |
Interest Rate
Risk: Fluctuations in
interest rates may affect the yield, liquidity and value of investments in
income producing or debt instruments. Generally, if interest rates rise,
the value of such investments will fall. The risks associated with rising
interest rates are heightened given that interest rates are near historic
lows, but may increase in the future, with unpredictable effects on the
markets and the Funds investments. |
| ● |
Inventory Risk: The market-making capacity in debt markets has declined as a result of reduced broker-dealer inventories relative to fund assets, reduced broker-dealer proprietary trading activity and increased regulatory capital requirements for financial institutions such as banks. Because market makers provide stability to a market through their intermediary services, a significant reduction in dealer market-making capacity has the potential to decrease liquidity and increase volatility in the debt markets. A decrease in liquidity may negatively affect the ability of the Fund to pay redemption proceeds within the allowable time period. |
| ● |
Derivatives Risk: The Funds use of derivative instruments involves risks different from, or possibly greater than, the risks associated with investing directly in securities and other traditional investments and could increase the volatility of the Funds net asset value per share and cause you to lose money. Risks associated with derivatives include the risk that the derivative is not well correlated with the security, index or currency to which it relates; the risk that derivatives may result in losses or missed opportunities; the risk that the Fund will be unable to sell the derivative because of an illiquid secondary market; the risk that a counterparty is unwilling or unable to meet its obligation; the risk that the Fund will be required to pay additional margin or set aside additional collateral to maintain open derivative positions; and the risk that the derivative transaction could expose the Fund to the effects of leverage, which could increase the Funds exposure to the market and magnify potential losses, particularly when derivatives are used to enhance return rather than offset risk. There is no guarantee that derivatives, to the extent employed, will have the intended effect, and their use could cause lower returns or even losses to the Fund. The use of derivatives by the Fund to hedge risk may reduce the opportunity for gain by offsetting the positive effect of favorable price movements. |
21
|
HSBC Total Return
Fund |
Principal Investment Risks (continued)
| ● |
Emerging Markets
Risk: The Funds investments in
emerging market countries are subject to all of the risks of foreign investing
generally, and have additional heightened risks due to a lack of established
legal, political, business and social frameworks to support securities markets,
including: greater market volatility and illiquidity, lower trading volume,
delays in trading or settling portfolio securities transactions; currency and
capital controls or other government restrictions or intervention, such as
economic sanctions, expropriation, nationalization and repatriation
restrictions; greater sensitivity to interest rate changes; pervasiveness of
corruption and crime; currency exchange rate volatility; and higher levels of
inflation, deflation or currency devaluation. The prices of securities in
emerging markets can fluctuate more significantly than the prices of securities
in more developed countries. The less developed the country, the greater effect
such risks may have on an investment. |
| ● |
Exchange-Traded Fund
Risk: The risks of owning shares of
an ETF generally reflect the risks of owning the underlying securities the ETF
is designed to track, although lack of liquidity in an ETF could result in it
being more volatile than the underlying portfolio of securities. Disruptions in
the markets for the securities underlying ETFs purchased or sold by the Fund
could result in losses on the Funds investments. ETFs also have their own
management fees and other fees and expenses, which the Fund bears in addition to
its own expenses. |
| ● |
Foreign Securities Risk:Investments in foreign securities are generally considered riskier than investments in U.S. securities, and are subject to additional risks, including international trade, social, political, economic and regulatory risks; fluctuating currency exchange rates; less liquid, developed or efficient trading markets; the imposition of exchange controls, confiscations and other government restrictions (e.g., sanctions or tariffs) by the United States or other countries; expropriation or confiscatory taxation; imposition of withholding or other taxes on dividend or interest payments (or, in some cases, capital gains); and different corporate disclosure and governance standards. |
| ● |
Leverage
Risk: Leverage created by
investments such as derivatives can diminish the Funds performance and
increase the volatility of the Funds net asset value. This is because
leverage tends to exaggerate the effect of any increase or decrease in the
value of the Funds portfolio securities. |
| ● |
Liquidity Risk: The Fund may hold illiquid securities by virtue of the absence of a readily available market for, or a reduction in the number or capacity of market participants making a market in, certain of its investments, or because of legal or contractual restrictions on sales. A security may become illiquid after purchase. The Fund could lose money if it is unable to dispose of an investment at a time that is most beneficial to the Fund. Investments that are illiquid or that trade in lower volumes may be more difficult to value. |
| ● |
Market
Risk: The value of the
Funds investments may decline due to changing economic, political,
social, regulatory or market conditions. Market risk may affect a single
issuer, industry or section of the economy or it may affect the economy as
a whole. Moreover, the conditions in one country or geographic region
could adversely affect the Funds investments in a different country or
geographic region. |
| ● |
Non-Diversification Risk: Focusing investments in a small number of issuers, industries, foreign currencies or particular
countries or regions increases risk. The Fund is non-diversified and may invest a greater percentage of its assets in the
securities of a single issuer than a fund that is diversified. Funds that invest in a relatively small number of issuers are
more susceptible to risks associated with a single economic, political or regulatory occurrence than a more diversified
portfolio might be. |
| ● |
Short Position
Risk: When entering into a
short sale, or entering into a short position through derivative
instruments, the Fund may lose more money than the actual cost of the
investment. If the price of the underlying instrument or market on which
the Fund has taken a short position increases, then the Fund will incur a
loss equal to the increase in price from the time that the short position
was entered into plus any related interest payments or other fees. Taking
short positions involves the risk that losses may be disproportionate, may
exceed the amount invested and may be
unlimited. |
| ● |
Sovereign Debt Risk: Sovereign debt instruments, which are instruments issued by foreign governmental entities, are subject to the risk that the governmental entity may be unable or unwilling to repay the principal or interest on its sovereign debt due to, among other reasons, cash flow problems, insufficient foreign currency reserves, political considerations, the relative size of the governmental entitys debt or its failure to implement economic reforms. There is no generally established legal or bankruptcy process for collecting sovereign debt. |
22
|
HSBC Total Return
Fund |
Principal Investment Risks (continued)
| ● |
Swap Risk: The use of swap agreements, which are agreements to exchange the return generated by one instrument (or index) for the return generated by another instrument (or index), and similar instruments involves risks that are different from those associated with ordinary portfolio securities transactions. Swap agreements may also subject the Fund to the risk that the counterparty to the transaction may not meet its obligations, causing the Funds value to decrease. Swaps are also particularly subject to credit, correlation, valuation, liquidity and leveraging risks. Swap agreements may also be considered illiquid. |
An investment in the Fund is not a deposit of HSBC Bank USA, N.A. and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.
23
|
HSBC Total Return
Fund |
Performance Bar Chart and Table
The bar chart and table below provide an indication of the risks of an investment in the Fund by showing changes in the Funds year-to-year performance and by showing how the Funds average annual returns compare with those of a broad measure of market performance. Past performance, including before- and after-tax returns, does not indicate how the Fund will perform in the future.
The bar chart below shows the Funds annual returns for Class A Shares and how performance has varied from year-to-year. The returns for the Class I Shares will differ from the Class A Shares returns shown in the bar chart because the expenses of the classes differ.
Annual Total Returns as of 12/31 for
Class A Shares
(Excluding sales
charges, which if included, would cause returns to be lower.)

| Best Quarter: | Q1 2016 | 3.24% | ||
| Worst Quarter: | Q3 2015 | -3.93% |
24
|
HSBC Total Return
Fund |
Performance Bar Chart and Table (continued)
The table below shows returns on a before-tax and after-tax basis. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investors tax situation and may differ from those shown. After-tax returns are not relevant to investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns shown in the table below are for Class A Shares of the Fund and after-tax returns for Class I Shares may vary. The table further compares the Funds performance over time to that of the BofA Merrill Lynch 3 Month LIBOR Constant Maturity Index.
Average Annual Total Returns (for the periods ended December 31, 2016)
| Inception | Since | ||||||
| Date | 1 Year | Inception | |||||
| Class A Return Before Taxes | March 30, 2012 | -0.37% | 0.86% | ||||
| Class A Return After Taxes on Distributions | March 30, 2012 | -0.39% | -0.12% | ||||
| Class A Return After Taxes on Distributions | |||||||
| and Sale of Fund Shares | March 30, 2012 | -0.21% | 0.21% | ||||
| Class I Return Before Taxes | March 30, 2012 | 4.94% | 2.27% | ||||
| BofA Merrill Lynch 3 Month LIBOR Constant Maturity Index | | 0.66% | 0.37%* |
| * | Since March 30, 2012. |
Investment Adviser
HSBC Global Asset Management (USA) Inc. is the Funds investment adviser.
Portfolio Managers
Investment decisions for the Fund are made by the Advisers Emerging Markets Debt Team. Nishant Upadhyay, Senior Vice President, Head of Emerging Markets Debt Portfolio Management and Vinayak Potti, Vice President, Portfolio Manager are the members of the Emerging Markets Debt Team with the most significant responsibility for the day-to-day management of the Funds portfolio. Mr. Upadhyay has managed the Fund since November 3, 2015, and Mr. Potti has managed the Fund since December 16, 2015.
25
|
HSBC Total Return
Fund |
Purchasing and Selling Your Shares
Generally, you may purchase or redeem Fund shares on any business day by mail (HSBC Funds, PO Box 8106, Boston, MA 02266-8106), wire transfer, or telephone at 1-800-782-8183. Investors who wish to purchase, exchange or redeem Fund shares through a broker-dealer should contact the broker-dealer directly.
| Minimum | Minimum | ||||||||||
| Initial | Subsequent | ||||||||||
| Account Type | Investment* | Investment* | |||||||||
| Class A Shares | |||||||||||
| Regular (non-retirement) | $ | 1,000 | $ | 100 | |||||||
| Retirement (IRA) | $ | 250 | $ | 100 | |||||||
| Automatic Investment Plan | $ | 250 | $ | 25 | |||||||
| Class I Shares | |||||||||||
| Regular (non-retirement) | $ | 1,000,000 | $ | 0 | |||||||
| * | Omnibus accounts are eligible to meet the minimums at the omnibus account level. |
Tax Information
The Fund intends to declare and pay dividends from net investment income, if any, at least monthly. Such monthly dividends are based on the Funds undistributed net investment income calculated on a tax basis. Because of differences in the tax accounting treatment for certain kinds of investments, the Fund may not pay a dividend when, in the discretion of management, it would be disadvantageous to do so. The Funds distributions are taxable, and will be taxed as ordinary income or capital gains, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account. Such tax-deferred arrangements may be taxed later upon withdrawal of monies from those arrangements.
Payments to Broker-Dealers and Other Financial Intermediaries
If you purchase shares of the Fund through a financial intermediary, such as a broker-dealer or investment adviser, the Fund, the Adviser, the distributor and/or their affiliates may pay the intermediary for the sale of Fund shares and related services. These payments create a conflict of interest by influencing the broker-dealer or other financial intermediary and your salesperson to recommend the Fund over another investment. Ask your financial intermediary or visit your financial intermediarys Website for more information.
26
|
HSBC Frontier Markets Fund |
Class A and Class I Shares
Investment Objective
The investment objective of the HSBC Frontier Markets Fund (the Fund) is long-term capital appreciation.
Fees and Expenses of the Fund
This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund. You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $50,000 in the HSBC Family of Funds. More information about these and other discounts is available from your financial professional, and is explained in Distribution Arrangements/Sales Charges on page 99 of this prospectus and in the Funds Statement of Additional Information (SAI) in Right of Accumulation on page 95.
|
Shareholder
Fees |
Class A | Class I | |||
| Maximum Sales Charge (load) Imposed on
Purchases (as a % of offering price) |
5.00% | None | |||
| Maximum Deferred Sales Charge (load) (as a % of amount redeemed) |
None | None | |||
| Annual Fund Operating Expenses (expenses that you pay | |||||
| each year as a percentage of the value of your investment) | Class A | Class I | |||
| Management Fee | 1.25% | 1.25% | |||
| Distribution (12b-1) Fee | 0.00% | 0.00% | |||
| Other Expenses: | |||||
| Shareholder Servicing Fee | 0.25% | 0.00% | |||
| Other Operating Expenses | 0.95% | 0.85% | |||
| Total Other Expenses | 1.20% | 0.85% | |||
| Total Annual Fund Operating Expenses* | 2.45% | 2.10% | |||
| Fee Waiver and/or Expense Reimbursement** | 0.25% | 0.25% | |||
| Total Annual Fund Operating Expenses After Fee Waiver | |||||
| and/or Expense Reimbursement | 2.20% | 1.85% | |||
| * | The Total Annual Fund Operating Expenses have been restated to reflect current expenses. |
| ** | HSBC Global Asset Management (USA) Inc., the Funds investment adviser (Adviser), has entered into a contractual expense limitation agreement with the Fund (Expense Limitation Agreement) under which it will limit total expenses of the Fund (excluding interest, taxes, brokerage commissions, extraordinary expenses and estimated indirect expenses attributable to the Funds investments in investment companies) to an annual rate of 2.20% for Class A Shares and 1.85% for Class I Shares. Any amounts contractually waived or reimbursed by the Adviser will be subject to repayment by the Fund to the Adviser within three years to the extent that the repayment will not cause the Funds operating expenses to exceed the contractual expense limit that was in effect at the time of such waiver or reimbursement. The expense limitation shall be in effect until March 1, 2018. The Expense Limitation Agreement shall terminate upon the termination of the Investment Advisory Contract between HSBC Funds (the Trust) and the Adviser, or it may be terminated upon written notice to the Adviser by the Trusts Board of Trustees. |
27
|
HSBC Frontier Markets Fund |
Example
This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Funds operating expenses remain the same. The Example takes the Funds Expense Limitation Agreement into account for the first year only. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
| 1 Year | 3 Years | 5 Years | 10 Years | ||||||
| Class A Shares | $712 | $1,203 | $1,719 | $3,129 | |||||
| Class I Shares | $188 | $ 634 | $1,106 | $2,411 |
Portfolio Turnover
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in Annual Fund Operating Expenses or in the Example, affect the Funds performance. During the most recent fiscal year, the Funds portfolio turnover rate was 8% of the average value of its portfolio.
Principal Investment Strategies
Under normal market conditions, the Fund invests at least 80% of its net assets, plus any borrowings for investment purposes, in issuers located in frontier market countries. The term frontier market countries encompasses those countries that are at an earlier stage of economic, political or financial development, even by emerging markets standards.
For purposes of the Funds investments, frontier market companies are those: (i) whose principal securities trading markets are in frontier market countries; (ii) that derive a significant percentage of their total revenue or profit from either goods or services produced or sales made in frontier market countries; (iii) that have a significant percentage of their assets in frontier market countries; (iv) that are linked to currencies of frontier market countries; or (v) that are organized under the laws of, or with principal offices in, frontier market countries.
HSBC Global Asset Management (UK) Limited is the Funds subadviser (AMEU or the Subadviser). The Subadvisers Frontier Markets Team has identified a group of more than 28 countries that it currently considers to be frontier market countries. This includes countries that, as of January 31, 2017, are part of the Morgan Stanley Capital International (MSCI) Frontier Market Index classification (currently 22 countriesArgentina, Bahrain, Bangladesh, Croatia, Estonia, Jordan, Kazakhstan, Kenya, Kuwait, Lebanon, Lithuania, Mauritius, Morocco, Nigeria, Oman, Pakistan, Romania, Serbia, Slovenia, Sri Lanka, Tunisia and Vietnam), as well as the MSCI Emerging Market Index countries considered by the Subadviser to be cross-over markets (currently six countriesColombia, Egypt, Peru, Philippines, Qatar and United Arab Emirates). Cross-over markets are those that are formally included in main emerging markets indices but are deemed by the Subadviser to show frontier markets characteristics based on factors such as foreign investment restrictions, lower correlation with global markets, size of free-float adjusted market-cap, and/or other economic and political factors. The Subadviser also may, in the future, deem other countries to be cross-over market countries. The Subadviser will also invest in a number of additional countries that it deems to be frontier market countries but not currently part of the above mentioned indices (for example Georgia, Ghana, Cambodia, Saudi Arabia and Zimbabwe, among others).
The Subadviser may, in the future, deem other countries to be frontier market countries. The Subadviser has broad discretion to identify countries that it considers to qualify as frontier markets.
The Fund invests primarily in the equity securities of frontier market companies with market capitalizations above $100 million U.S. dollars. However, the Fund may invest in companies of any size. The Fund treats common stocks and other securities with equity characteristics as equity securities, including, but not limited to, depositary receipts, preferred stock, warrants, rights, trust certificates, limited partnership interests and equity participations. The Fund is exposed to commodity (such as oil) producing countries through its investments in frontier market countries.
28
| HSBC Frontier Markets Fund |
| Summary Section |
Principal Investment Strategies (continued)
In light of the fact that a relatively significant proportion of frontier market companies available for investment are in the financial services group of industries, the Fund will, under normal market conditions, invest more than 25% of its total assets in issuers that are in the financial services group of industries. For purposes of the Funds investments, the financial services group of industries includes, among other things, banks, asset management companies, investment banking companies, brokerage companies, custody banks and insurance companies. The Subadviser intends to maintain the Funds exposure to issuers in the financial services group of industries such that it is broadly in line with the proportion of frontier markets issuers that are available for investment and in the financial services group of industries.
The Fund is permitted to invest in derivatives to manage market exposure and currency positioning, and also to achieve investment objectives. The Fund may also use equity index futures for cash management purposes and forward foreign currency exchange contracts and non-deliverable forwards to hedge certain of its exposure to non-U.S. currencies. For purposes of meeting its 80% investment policy, the Fund may include derivatives that have characteristics or exposure similar to issuers located in frontier market countries. The Funds use of derivatives will vary depending on market conditions and the ability of the Fund to invest directly in securities providing the desired exposure, but derivatives are expected normally to comprise a minority of the Funds investments. Additionally, the Fund may seek to achieve its investment objective in part by investing in participatory, unitary and other structured notes, which are equity access products that create synthetic equity exposure to issuers in markets where the Fund is restricted from directly purchasing securities.
The Subadviser selects investments for purchase and sale through an in-depth stock analysis that combines quantitative and qualitative analysis. The Subadvisers quantitative analysis is based on publicly available data and is focused on valuation metrics, earnings growth expectations and return on capital and profitability. The Subadvisers qualitative analysis is based on an individual assessment of business model and competitive advantage, cash generation, industry dynamics and corporate governance and management quality.
Principal Investment Risks
You could lose money by investing in the Fund. The Fund has the following principal investment risks:
| ● |
Commodity-Related
Investments Risk: Exposure
to the commodities markets, including investments in companies in
commodity-related industries, may subject the Fund to greater volatility
than investments in traditional securities. The value of commodity-related
investments may be affected by overall market movements and factors
specific to a particular industry or commodity. |
| ● |
Counterparty
Risk: When the Fund enters
into an investment contract, such as a derivative or structured note, the
Fund is exposed to the risk that the other party to the contract will not
fulfill its contractual obligations. |
| ● |
Currency
Risk: Fluctuations in
exchange rates between the U.S. dollar and foreign currencies, or between
various foreign currencies, may negatively affect the Funds performance.
The Fund may seek to reduce currency risk by hedging part or all of its
exposure to various foreign currencies; however, even if such hedging
techniques are employed, there is no assurance that they will be
successful. |
| ● |
Custody
Risk: The Fund invests in
securities markets that are less developed than those in the U.S., which
may expose the Fund to risks in the process of clearing and settling
trades and the holding of securities by foreign banks, agents and
depositories. Investments in frontier and emerging markets may be subject
to greater custody risks than investments in more developed securities
markets. |
| ● |
Depositary Receipt
Risk: The Funds
investments may take the form of depositary receipts. Depositary receipts
involve many of the same risks of investing directly in foreign
securities, and may also involve risks not experienced when investing
directly in the equity securities of an issuer, including the risk that
unsponsored depositary receipts may not provide as much information about
the underlying issuer. |
| ● |
Derivatives Risk: The Funds use of derivative instruments involves risks different from, or possibly greater than, the risks associated with investing directly in securities and other traditional investments and could increase the volatility of the Funds net asset value per share and cause you to lose money. Risks associated with derivatives include the risk that the derivative is not well correlated with the security, index or currency to which it relates; the risk that derivatives may result in losses or missed opportunities; the risk that the Fund will be unable to sell the derivative because of an illiquid secondary market; the risk that a counterparty is unwilling or unable to meet its obligation; the risk that the Fund will be required to pay additional margin or set aside additional collateral to maintain open derivative positions; and the risk that the derivative transaction could expose the Fund to the effects of leverage, which could increase the Funds exposure to the market and magnify potential losses, particularly when derivatives are used to enhance return rather than offset risk. There is no guarantee that derivatives, to the extent employed, will have the intended effect, and their use could cause lower returns or even losses to the Fund. The use of derivatives by the Fund to hedge risk may reduce the opportunity for gain by offsetting the positive effect of favorable price movements. |
29
| HSBC Frontier Markets Fund |
| Summary Section |
Principal Investment Risks (continued)
| ● |
Emerging Markets Risk: The Funds investments in emerging market countries are
subject to all of the risks of foreign investing generally, and have additional
heightened risks due to a lack of established legal, political, business and
social frameworks to support securities markets, including: greater market
volatility and illiquidity, lower trading volume, delays in trading or settling
portfolio securities transactions; currency and capital controls or other
government restrictions or interventions, such as economic sanctions,
expropriation, nationalization and repatriation restrictions; greater
sensitivity to interest rate changes; pervasiveness of corruption and crime;
currency exchange rate volatility; and higher levels of inflation, deflation or
currency devaluation. The prices of securities in emerging markets can fluctuate
more significantly than the prices of securities in more developed countries.
The less developed the country, the greater effect such risks may have on an
investment. |
| ● |
Equity Securities Risk: The prices of equity securities fluctuate from time to time based on changes in a companys financial condition or overall market and economic conditions. As a result, the value of equity securities may fluctuate drastically from day to day. Equity securities that are traded in the over-the-counter markets (rather that a security exchange) are generally less liquid and generally subject to less onerous corporate disclosure and governance standards. The risks of investing in equity securities also include: |
| ● |
Capitalization Risk:
Stocks of large
capitalization companies may be volatile in the event of earnings
disappointments or other financial developments. Medium and smaller
capitalization companies may involve greater risks due to limited product
lines and market and financial or managerial resources. Stocks of these
companies may also be more volatile, more difficult to value accurately,
less liquid and subject to the potential for greater declines in stock
prices in response to selling pressure. Stocks of smaller capitalization
companies generally have more risk than larger and medium capitalization
companies. |
| ● |
Issuer Risk: An issuers earnings prospects and overall financial position may deteriorate, causing a decline in the Funds net asset value. |
| ● |
Financial Services
Risk: The Funds
investments in the financial services group of industries may be
particularly affected by economic cycles, interest rate changes, and
business developments and regulatory changes applicable to the financial
services group of industries. |
| ● |
Foreign Securities
Risk: Investments in
foreign securities are generally considered riskier than investments in
U.S. securities, and are subject to additional risks, including
international trade, social, political, economic and regulatory risks;
fluctuating currency exchange rates; less liquid, developed or efficient
trading markets; the imposition of exchange controls, confiscations and
other government restrictions (e.g., sanctions or tariffs) by the United States or
other countries; expropriation or confiscatory taxation; imposition of
withholding or other taxes on dividend or interest payments (or, in some
cases, capital gains); and different corporate disclosure and governance
standards. |
| ● |
Frontier Market
Countries Risk: Frontier
market countries generally have smaller economies and even less developed
capital markets or legal, regulatory and political systems than
traditional emerging market countries. As a result, the risks of investing
in emerging market countries are magnified in frontier market countries.
The magnification of risks are the result of: the potential for extreme
price volatility and illiquidity in frontier markets; government ownership
or control of parts of the private sector and of certain companies; trade
barriers, exchange controls, managed adjustments in relative currency
values and other protectionist measures imposed or negotiated by the
countries with which frontier market countries trade; and the relatively
new and unsettled securities laws in many frontier market
countries. |
| ● |
Industry
Concentration Risk: The
Fund will invest more than 25% of its total assets in securities issued by
companies in the financial services group of industries, including banks,
broker-dealers, insurance companies and finance companies (e.g.,
automobile finance). Concentrating Fund investments in a limited number of
issuers conducting business in the same industry will subject the Fund to
a greater risk of loss as a result of adverse economic, business,
political, environmental, regulatory or other developments affecting that
industry than if its investments were not so concentrated.
|
| ● |
Liquidity Risk:
The Fund may hold illiquid
securities by virtue of the absence of a readily available market for, or
a reduction in the number or capacity of market participants making a
market in, certain of its investments, or because of legal or contractual
restrictions on sales. A security may become illiquid after purchase. The
Fund could lose money if it is unable to dispose of an investment at a
time that is most beneficial to the Fund. Investments that are illiquid or
that trade in lower volumes may be more difficult to value.
|
30
| HSBC Frontier Markets Fund |
| Summary Section |
Principal Investment Risks (continued)
| ● |
Market Risk:
The value of the Funds
investments may decline due to changing economic, political, social,
regulatory or market conditions. Market risk may affect a single issuer,
industry or section of the economy or it may affect the economy as a whole. Moreover, the conditions
in one country or geographic region could adversely affect the Funds
investments in a different country or geographic region.
|
| ● |
Structured Note Risk: Investments in participatory, unitary and other structured notes involve risks normally associated with a direct investment in the underlying securities. In addition, these notes are subject to counterparty risk. |
An investment in the Fund is not a deposit of HSBC Bank USA, N.A. and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.
31
| HSBC Frontier Markets Fund |
| Summary Section |
Performance Bar Chart and Table
The bar chart and table below provide an indication of the risks of an investment in the Fund by showing changes in the Funds year-to-year performance and by showing how the Funds average annual returns compare with those of a broad measure of market performance. Past performance, including before- and after-tax returns, does not indicate how the Fund will perform in the future.
The bar chart below shows the Funds annual returns for Class A Shares and how performance has varied from year-to-year. The returns for Class I Shares will differ from the Class A Shares returns shown in the bar chart because the expenses of the classes differ.
Annual Total Returns as of 12/31 for
Class A Shares
(Excluding sales
charges, which if included, would cause returns to be lower.)

| Best Quarter: | Q1 2012 | 12.93% | |||
| Worst Quarter: | Q3 2015 | -10.75% |
The table below shows returns on a before-tax and after-tax basis. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investors tax situation and may differ from those shown. After-tax returns are not relevant to investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns shown in the table below are for Class A Shares of the Fund and after-tax returns for Class I Shares may vary. The table further compares the Funds performance over time to that of the MSCI Frontier Markets Index and the MSCI Select Frontier and Emerging Markets Capped Index.
Average Annual Total Returns (for the periods ended December 31, 2016)
| Inception | Since | ||||||||
| Date | 1 Year | 5 Years | Inception | ||||||
| Class A Return Before Taxes | Sept. 6, 2011 | 3.11% | 8.47% | 6.27% | |||||
| Class A Return After Taxes on Distributions | Sept. 6, 2011 | 2.94% | 7.22% | 5.12% | |||||
| Class A Return After Taxes on Distributions | |||||||||
| and Sale of Fund Shares | Sept. 6, 2011 | 2.45% | 6.47% | 4.72% | |||||
| Class I Return Before Taxes | Sept. 6, 2011 | 8.96% | 9.96% | 7.68% | |||||
| MSCI Frontier Markets Index | |||||||||
| (reflects no deduction for fees, expenses or taxes) | | 3.16% | 5.57% | 4.17%* | |||||
| MSCI Select Frontier and Emerging Markets Capped Index | |||||||||
| (reflects no deduction for fees, expenses or taxes) | | 7.51% | 5.85% | 4.00%* |
| * | Since September 6, 2011. |
32
| HSBC Frontier Markets Fund |
| Summary Section |
Investment Advisers
HSBC Global Asset Management (USA) Inc. is the Funds investment adviser. HSBC Global Asset Management (UK) Limited is the Funds subadviser.
Portfolio Managers
Ramzi Sidani, Senior Portfolio Manager at the Subadviser, serves as Lead Portfolio Manager of the Fund. Christopher Turner, Senior Portfolio Manager at the Subadviser, serves as the Co-Portfolio Manager of the Fund. Mr. Sidani has managed the Fund since May, 2016. Mr. Turner has managed the Fund since June, 2012.
Purchasing and Selling Your Shares
Generally, you may purchase or redeem Fund shares on any business day by mail (HSBC Funds, PO Box 8106, Boston, MA 02266-8106), wire transfer, or telephone at 1-800-782-8183. Investors who wish to purchase, exchange or redeem Fund shares through a broker-dealer should contact the broker-dealer directly.
| Minimum | Minimum | ||||||
| Initial | Subsequent | ||||||
| Account Type | Investment* | Investment* | |||||
| Class A Shares | |||||||
| Regular (non-retirement) | $ | 1,000 | $ | 100 | |||
| Retirement (IRA) | $ | 250 | $ | 100 | |||
| Automatic Investment Plan | $ | 250 | $ | 25 | |||
| Class I Shares | |||||||
| Regular (non-retirement) | $ | 1,000,000 | $ | 0 | |||
* Omnibus accounts are eligible to meet the minimums at the omnibus account level.
Please see How NAV is Calculated on page 88 of this prospectus for more information regarding days on which you will not be able to purchase or redeem Fund shares.
As of April 30, 2014 (the Effective Date), the Fund has been closed to new investors. Except as indicated below, only current investors of the Fund, whether owning shares of record or through a processing intermediary, are eligible to purchase shares of the Fund. If you are an existing investor in the Fund, you may continue to invest through exchanges and additional purchases. Any other order to purchase shares of the Fund will be rejected.
Notwithstanding the foregoing, the following persons are permitted to purchase shares of the Fund:
| ● |
Clients of discretionary investment
allocation programs where such programs had investments in the
Fund. |
| ● |
Clients of a financial
adviser or planner who had client assets invested in the
Fund. |
| ● |
Funds within the HSBC
Family of Funds for which the Fund is an approved underlying
fund. |
| ● |
Participants in a 401(k) plan or other employee retirement plan for which the Fund is an eligible investment alternative and whose records are maintained by a processing intermediary having an agreement with the Fund. |
Re-registration of accounts held by existing investors, if required for legal transfer or administrative reasons, will be allowed. The Fund reserves the right, at any time, to re-open or modify the extent to which the future sales of shares are limited.
33
| HSBC Frontier Markets Fund |
| Summary Section |
Tax Information
The Fund intends to declare and pay dividends from net investment income, if any, at least annually. The Funds distributions are taxable, and will be taxed as ordinary income or capital gains, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account. Such tax-deferred arrangements may be taxed later upon withdrawal of monies from those arrangements.
Payments to Broker-Dealers and Other Financial Intermediaries
If you purchase shares of the Fund through a financial intermediary, such as a broker-dealer or investment adviser, the Fund, the Adviser, the distributor and/or their affiliates may pay the intermediary for the sale of Fund shares and related services. These payments create a conflict of interest by influencing the broker-dealer or other financial intermediary and your salesperson to recommend the Fund over another investment. Ask your financial intermediary or visit your financial intermediarys Website for more information.
34
| HSBC Asia ex-Japan Smaller Companies Equity Fund |
| Summary Section |
Class A and Class I Shares
Investment Objective
The investment objective of the HSBC Asia ex-Japan Smaller Companies Equity Fund (the Fund) is long-term capital appreciation.
Fees and Expenses of the Fund
This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund. You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $50,000 in the HSBC Family of Funds. More information about these and other discounts is available from your financial professional, and is explained in Distribution Arrangements/Sales Charges on page 99 of this prospectus and in the Funds Statement of Additional Information (SAI) in Right of Accumulation on page 95.
| Shareholder Fees | |||||
| (fees paid directly from your investment) | Class A | Class I | |||
| Maximum Sales Charge (load) Imposed on Purchases | |||||
| (as a % of offering price) | 5.00% | None | |||
| Maximum Deferred Sales Charge (load) | |||||
| (as a % of amount redeemed) | None | None | |||
| Annual Fund Operating Expenses (expenses that you pay | |||||
| each year as a percentage of the value of your investment) | Class A | Class I | |||
| Management Fee | 1.00% | 1.00% | |||
| Other Expenses: | |||||
| Shareholder Servicing Fee | 0.25% | 0.00% | |||
| Other Operating Expenses | 2.57% | 2.47% | |||
| Total Other Expenses | 2.82% | 2.47% | |||
| Acquired Fund Fees and Expenses | 0.08% | 0.08% | |||
| Total Annual Fund Operating Expenses* | 3.90% | 3.55% | |||
| Fee Waiver and/or Expense Reimbursement** | 2.07% | 2.07% | |||
| Total Annual Fund Operating Expenses After Fee Waiver | |||||
| and/or Expense Reimbursement | 1.83% | 1.48% | |||
| * | The Total Annual Fund Operating Expenses have been restated to reflect current expenses and do not correlate to the ratios of net and total expenses to average net assets provided in the Financial Highlights, which reflect the operating expenses of the Fund and do not include Acquired Fund Fees and Expenses. |
| ** | HSBC Global Asset Management (USA) Inc., the Funds investment adviser (Adviser), has entered into a contractual expense limitation agreement with the Fund (Expense Limitation Agreement) under which it will limit total expenses of the Fund (excluding interest, taxes, brokerage commissions, extraordinary expenses and estimated indirect expenses attributable to the Funds investments in investment companies) to an annual rate of 1.75% for Class A Shares and 1.40% for Class I Shares. Any amounts contractually waived or reimbursed by the Adviser will be subject to repayment by the Fund to the Adviser within three years to the extent that the repayment will not cause the Funds operating expenses to exceed the contractual expense limit that was in effect at the time of such waiver or reimbursement. The expense limitation shall be in effect until March 1, 2018. The Expense Limitation Agreement shall terminate upon the termination of the Investment Advisory Contract between HSBC Funds (the Trust) and the Adviser, or it may be terminated upon written notice to the Adviser by the Trusts Board of Trustees. |
35
| HSBC Asia ex-Japan Smaller Companies Equity Fund |
| Summary Section |
Example
This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Funds operating expenses remain the same. The Example takes the Funds Expense Limitation Agreement into account for the first year only. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
| 1 Year | 3 Years | 5 Years | 10 Years | ||||||
| Class A Shares | $677 | $1,450 | $2,240 | $4,292 | |||||
| Class I Shares | $151 | $ 896 | $1,664 | $3,682 |
Portfolio Turnover
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in Annual Fund Operating Expenses or in the Example, affect the Funds performance. During the most recent fiscal year, the Funds portfolio turnover rate was 93% of the average value of its portfolio.
Principal Investment Strategies
Under normal market conditions, the Fund invests at least 80% of its net assets, plus any borrowings for investment purposes, in the equity of, and equity-related instruments related to, smaller companies that are economically tied to Asia (excluding Japan). For purposes of this test, the Fund treats common stocks and other instruments with equity characteristics as equity securities, including, but not limited to, depositary receipts, preferred stock, warrants, rights, securities convertible into common stock, trust certificates, limited partnership interests, equity participations and shares of exchange-traded funds (ETFs). The Fund may also invest in participatory, unitary and other structured notes, which are equity access products that create synthetic equity exposure to issuers in markets where the Fund is restricted from directly purchasing securities. Investments will generally be made in non-U.S. dollar denominated instruments.
A company is economically tied to Asia (excluding Japan) if it: (i) is principally traded on the securities markets of any country in Asia (excluding Japan); or (ii) is organized or principally operates in any country in Asia (excluding Japan); or (iii) derives 50% or more of its income from its operation within, or has 50% or more of its assets in, any country in Asia (excluding Japan); or (iv) is a government (or any political subdivision, agency, authority or instrumentality of such government) of any country in Asia (excluding Japan). Smaller companies generally are defined as those in the bottom 25% by market capitalization of the Asia ex- Japan investment universe (defined as the issuers included in the MSCI AC Asia ex Japan index or the MSCI AC Asia ex Japan Small Cap Index).
Countries in Asia include China, Hong Kong, South Korea, Taiwan, Malaysia, Singapore, Indonesia, India, the Philippines and Thailand. The Fund may invest a substantial portion of its assets in emerging market countries, and many countries in Asia are emerging market countries. Emerging market countries include countries that, as of the date of this prospectus, were part of the MSCI Emerging Market Index classification (including, among other countries, China, South Korea and Taiwan).
For purposes of meeting the Funds 80% investment policy, the Fund may include derivatives that have characteristics or exposure similar to the equity of smaller companies that are economically tied to Asia (excluding Japan). The types of derivatives in which the Fund may invest include participatory, unitary and other structured notes and index futures. The Fund may, but does not currently intend to, use derivatives, such as forward foreign currency exchange contracts and non-deliverable forwards, to hedge certain of its exposure to non-U.S. currencies.
36
| HSBC Asia ex-Japan Smaller Companies Equity Fund |
| Summary Section |
Principal Investment Strategies (continued)
HSBC Global Asset Management (Hong Kong) Limited, the Funds subadviser (AMHK or the Subadviser), selects investments for purchase and sale through bottom-up fundamental stock analysis. AMHK assembles an investable universe of companies that meet its size and liquidity requirement, across ten countries. It then seeks to invest in companies from that universe that are attractively valued for a given level of profitability, with the potential for capital appreciation over the medium-to-long term horizon. The Subadvisers analysis is based on an individual assessment of, among other things, a companys business model and strategy, shareholder structure, balance sheet, drivers of profitability, competitive positioning, earnings outlook and corporate governance. AMHK may sell securities for a variety of reasons, such as to realize profits, limit losses or take advantage of better investment opportunities.
The Fund will not invest more than 25% of the value of its total assets in the securities of one or more issuers conducting their principal business activities in the same industry, except that, to the extent that an industry represents 20% or more of the Funds benchmark index at the time of investment, the Fund may invest up to 35% of its assets in that industry. The Funds benchmark index is the MSCI AC Asia ex Japan Small Cap Index.
Principal Investment Risks
You could lose money by investing in the Fund. The Fund has the following principal investment risks:
| ● |
Asia Risk: The Funds performance is expected to be
closely tied to the social, political, economic and regulatory
developments within Asia and to be more volatile than the performance of a
more geographically diversified mutual fund. Moreover, the economies of
countries in Asia, including China, differ from the U.S. economy in
several ways, including the rate of growth, reliance on a small number of
industries or natural resources, rates of inflation, capital reinvestment
and balance of payments position. As export-driven economies, the
economies of these countries are affected by developments in the economies
and trade policies of their principal trading partners, including the U.S.
Furthermore, flooding, monsoons and other natural disasters also can
significantly affect the value of investments. |
| ● |
Counterparty Risk:
When the Fund enters into
an investment contract, such as a derivative or structured note, the Fund
is exposed to the risk that the other party to the contract will not
fulfill its contractual obligations. |
| ● |
Currency Risk:
Fluctuations in exchange
rates between the U.S. dollar and foreign currencies, or between various
foreign currencies, may negatively affect the Funds performance. The Fund
may, but does not currently intend to, seek to reduce currency risk by
hedging part or all of its exposure to various foreign currencies;
however, even if such hedging techniques are employed, there is no
assurance that they will be successful. |
| ● |
Custody Risk:
The Fund invests in
securities markets that are less developed than those in the U.S., which
may expose the Fund to risks in the process of clearing and settling
trades and the holding of securities by foreign banks, agents and
depositories. Investments in emerging markets may be subject to greater
custody risks than investments in more developed securities
markets. |
| ● |
Depositary Receipt
Risk: The Funds
investments may take the form of depositary receipts. Depositary receipts
involve many of the same risks of investing directly in foreign
securities, and may also involve risks not experienced when investing
directly in the equity securities of an issuer, including the risk that
unsponsored depositary receipts may not provide as much information about
the underlying issuer. |
| ● |
Derivatives Risk: The Funds use of derivative instruments involves risks different from, or possibly greater than, the risks associated with investing directly in securities and other traditional investments and could increase the volatility of the Funds net asset value per share and cause you to lose money. Risks associated with derivatives include the risk that the derivative is not well correlated with the security, index or currency to which it relates; the risk that derivatives may result in losses or missed opportunities; the risk that the Fund will be unable to sell the derivative because of an illiquid secondary market; the risk that a counterparty is unwilling or unable to meet its obligation; the risk that the Fund will be required to pay additional margin or set aside additional collateral to maintain open derivative positions; and the risk that the derivative transaction could expose the Fund to the effects of leverage, which could increase the Funds exposure to the market and magnify potential losses, particularly when derivatives are used to enhance return rather than offset risk. There is no guarantee that derivatives, to the extent employed, will have the intended effect, and their use could cause lower returns or even losses to the Fund. The use of derivatives by the Fund to hedge risk may reduce the opportunity for gain by offsetting the positive effect of favorable price movements. |
37
| HSBC Asia ex-Japan Smaller Companies Equity Fund |
| Summary Section |
Principal Investment Risks (continued)
| ● | Emerging Markets Risk: The Funds
investments in emerging market countries are subject to all of the risks of foreign investing generally, and have additional
heightened risks due to a lack of established legal, political, business and social frameworks to support securities markets,
including: greater market volatility and illiquidity, lower trading volume, delays in trading or settling portfolio securities
transactions; currency and capital controls or other government restrictions or intervention, such as economic sanctions,
expropriation, nationalization and repatriation restrictions; greater sensitivity to interest rate changes; pervasiveness
of corruption and crime; currency exchange rate volatility; and higher levels of inflation, deflation or currency devaluation.
The prices of securities in emerging markets can fluctuate more significantly than the prices of securities in more developed
countries. The less developed the country, the greater effect such risks may have on an investment. |
| ● |
Equity Securities Risk: The prices of equity securities fluctuate from time to time based on changes in a companys financial condition or overall market and economic conditions. As a result, the value of equity securities may fluctuate drastically from day to day. The risks of investing in equity securities also include: |
| ● |
Capitalization Risk:
Smaller capitalization
companies may involve greater risks due to limited product lines and
market and financial or managerial resources. Stocks of these companies
may also be more volatile, more difficult to value accurately, less liquid
and subject to the potential for greater declines in stock prices in
response to selling pressure. Stocks of smaller capitalization companies
generally have more risk than larger and medium capitalization
companies. |
| ● |
Issuer Risk: An issuers earnings prospects and overall financial position may deteriorate, causing a decline in the Funds net asset value. |
| ● | Exchange-Traded Fund Risk: The risks
of owning shares of an ETF generally reflect the risks of owning the underlying securities the ETF is designed to track,
although lack of liquidity in an ETF could result in it being more volatile than the underlying portfolio of securities.
Disruptions in the markets for the securities underlying ETFs purchased or sold by the Fund could result in losses on the
Funds investments. ETFs also have their own management fees and other fees and expenses, which the Fund bears in addition
to its own expenses. |
| ● | Foreign Securities Risk: Investments
in foreign securities are generally considered riskier than investments in U.S. securities, and are subject to additional
risks, including international trade, social, political, economic and regulatory risks; fluctuating currency exchange rates;
less liquid, developed or efficient trading markets; the imposition of exchange controls, confiscations and other government
restrictions (e.g., sanctions or tariffs) by the United States or other countries; expropriation or confiscatory taxation;
imposition of withholding or other taxes on dividend or interest payments (or, in some cases, capital gains); and different
corporate disclosure and governance standards. |
| ● |
Industry
Concentration Risk. The
Fund will not invest more than 25% of its total assets in the securities
of one or more issuers conducting their principal business activities in
the same industry, except that to the extent that an industry represents
20% or more of the Funds benchmark index at the time of investment, the
Fund may invest up to 35% of its assets in that industry. Concentrating
Fund investments in a limited number of issuers conducting business in the
same industry will subject the Fund to a greater risk of loss as a result
of adverse economic, business, political, environmental, regulatory or
other developments affecting that industry than if its investments were
not so concentrated. |
| ● |
Liquidity Risk:
The Fund may hold illiquid
securities by virtue of the absence of a readily available market for, or
a reduction in the number or capacity of market participants making a
market in, certain of its investments, or because of legal or contractual
restrictions on sales. A security may become illiquid after purchase. The
Fund could lose money if it is unable to dispose of an investment at a
time that is most beneficial to the Fund. Investments that are illiquid or
that trade in lower volumes may be more difficult to
value. |
| ● |
Market Risk:
The value of the Funds
investments may decline due to changing economic, political, social,
regulatory or market conditions. Market risk may affect a single issuer,
industry or section of the economy or it may affect the economy as a
whole. Moreover, the conditions in one country or geographic region could
adversely affect the Funds investments in a different country or
geographic region. |
| ● |
Structured Note Risk: Investments in participatory, unitary and other structured notes involve risks normally associated with a direct investment in the underlying securities. In addition, these notes are subject to counterparty risk. |
An investment in the Fund is not a deposit of HSBC Bank USA, N.A. and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.
38
| HSBC Asia ex-Japan Smaller Companies Equity Fund |
| Summary Section |
Performance Bar Chart and Table
The bar chart and table below provide an indication of the risks of an investment in the Fund by showing changes in the Funds year-to-year performance and by showing how the Funds average annual returns compare with that of a broad measure of market performance. Past performance, including before- and after-tax returns, does not indicate how the Fund will perform in the future.
The bar chart below shows the Funds annual returns for Class A Shares and how performance has varied from year-to-year. The returns for Class I Shares will differ from the Class A Shares returns shown in the bar chart because the expenses of the classes differ.
Annual Total Returns as of 12/31 for
Class A Shares
(Excluding sales
charges, which if included, would cause returns to be lower.)

| Best Quarter: | Q3 2016 | 12.99% | |||
| Worst Quarter: | Q3 2015 | -17.13% |
39
| HSBC Asia ex-Japan Smaller Companies Equity Fund |
| Summary Section |
Performance Bar Chart and Table – (continued)
The table below shows returns on a before-tax and after-tax basis. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investors tax situation and may differ from those shown. After-tax returns are not relevant to investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns shown in the table below are for Class A Shares of the Fund and after-tax returns for Class I Shares may vary. The table further compares the Funds performance over time to that of the MSCI AC Asia ex Japan Small Cap Index.
Average Annual Total Returns (for the periods ended December 31, 2016)
| Inception | Since | ||||||
| Date | 1 Year | Inception | |||||
| Class A Return Before Taxes | Nov. 11, 2014 | 4.25% | 0.52% | ||||
| Class A Return After Taxes on Distributions | Nov. 11, 2014 | 3.92% | 0.19% | ||||
| Class A Return After Taxes on Distributions and Sale of Fund Shares |
Nov. 11, 2014 | 2.62% | 0.33% | ||||
| Class I Return Before Taxes | Nov. 11, 2014 | 10.18% | 3.35% | ||||
| MSCI AC Asia ex Japan Small Cap Index | |||||||
| (reflects no deduction for fees, expenses or
taxes) |
| -2.05% | -3.63%* |
*Since November 11, 2014
Investment Advisers
HSBC Global Asset Management (USA) Inc. is the Funds investment adviser. HSBC Global Asset Management (Hong Kong) Limited is the Funds subadviser.
Portfolio Manager
Elina Fung, Lead Portfolio Manager, and Alex Kwan, Co-Portfolio Manager, are responsible for the day-to-day portfolio management of the Funds portfolio. Both Ms. Fung and Mr. Kwan have managed the Fund since its inception in November 2014.
40
| HSBC Asia ex-Japan Smaller Companies Equity Fund |
| Summary Section |
Purchasing and Selling Your Shares
Generally, you may purchase or redeem Fund shares on any business day on which each of the New York Stock Exchange and the Hong Kong Stock Exchange are open. Purchases and redemptions may be made by mail (HSBC Funds, PO Box 8106, Boston, MA 02266-8106), wire transfer, or telephone at 1-800-782-8183. Investors who wish to purchase, exchange or redeem Fund shares through a broker-dealer should contact the broker-dealer directly.
| Minimum | Minimum | ||||||||
| Initial | Subsequent | ||||||||
| Account Type | Investment* | Investment* | |||||||
| Class A Shares | |||||||||
| Regular (non-retirement) | $ | 1,000 | $ | 100 | |||||
| Retirement (IRA) | $ | 250 | $ | 100 | |||||
| Automatic Investment Plan | $ | 250 | $ | 25 | |||||
| Class I Shares | |||||||||
| Regular (non-retirement) | $ | 1,000,000 | $ | 0 | |||||
* Omnibus accounts are eligible to meet the minimums at the omnibus account level.
As a result of the Funds combined U.S. and non-U.S. holiday schedule, investors periodically may not be able to purchase or redeem Fund shares for several consecutive weekdays. Please see How NAV is Calculated on page 88 of this prospectus for more information regarding days on which you will not be able to purchase or redeem Fund shares.
Tax Information
The Fund intends to declare and pay dividends from net investment income, if any, annually. The Funds distributions are taxable, and will be taxed as ordinary income or capital gains, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account. Such tax-deferred arrangements may be taxed later upon withdrawal of monies from those arrangements.
Payments to Broker-Dealers and Other Financial Intermediaries
If you purchase shares of the Fund through a financial intermediary, such as a broker-dealer or investment adviser, the Fund, the Adviser, the distributor and/or their affiliates may pay the intermediary for the sale of Fund shares and related services. These payments create a conflict of interest by influencing the broker-dealer or other financial intermediary and your salesperson to recommend the Fund over another investment. Ask your financial intermediary or visit your financial intermediarys Website for more information.
41
| HSBC Global High Yield Bond Fund |
| Summary Section |
Class A and Class I Shares
Investment Objective
The investment objective of the HSBC Global High Yield Bond Fund (the Fund) is to maximize total return (comprised of capital appreciation and income).
Fees and Expenses of the Fund
This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund. You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $50,000 in the HSBC Family of Funds. More information about these and other discounts is available from your financial professional, and is explained in Distribution Arrangements/Sales Charges on page 99 of this prospectus and in the Funds Statement of Additional Information (SAI) in Right of Accumulation on page 95.
| Shareholder Fees | |||||
| (fees paid directly from your investment) | Class A | Class I | |||
| Maximum Sales Charge (load) Imposed on Purchases | |||||
| (as a % of offering price) | 4.75 | None | |||
| Maximum Deferred Sales Charge (load) | |||||
| (as a % of amount redeemed) | None | None | |||
| Annual Fund Operating Expenses (expenses that you pay | |||||
| each year as a percentage of the value of your investment) | Class A | Class I | |||
| Management Fee | 0.65% | 0.65% | |||
| Other expenses: | |||||
| Shareholder servicing fee | 0.25% | None | |||
| Other operating expenses | 1.04% |
0.94% |
|||
| Total Other Expenses | 1.29% |
0.94% |
|||
|
Acquired Fund Fees and Expenses |
0.03% |
0.03% |
|||
| Total Annual Fund Operating Expenses* | 1.97% |
1.62% |
|||
| Fee Waiver and/or Expense Reimbursement** | 0.79% |
0.79% |
|||
| Total Annual Fund Operating Expenses After Fee Waiver and/or | |||||
| Expense Reimbursement |
1.18% |
0.83% |
|||
| * | The Total Annual Fund Operating Expenses do not correlate to the ratios of net and total expenses to average net assets provided in the Financial Highlights, which reflect the operating expenses of the Fund and do not include Acquired Fund Fees and Expenses. |
| ** | HSBC Global Asset Management (USA) Inc., the Funds investment adviser (Adviser), has entered into a contractual expense limitation agreement with the Fund (Expense Limitation Agreement) under which it will limit total expenses of the Fund (excluding interest, taxes, brokerage commissions, extraordinary expenses and estimated indirect expenses attributable to the Funds investments in investment companies) to an annual rate of 1.15% for Class A Shares and 0.80% for Class I Shares. Any amounts contractually waived or reimbursed by the Adviser will be subject to repayment by the Fund to the Adviser within three years to the extent that the repayment will not cause the Funds operating expenses to exceed the contractual expense limit that was in effect at the time of such waiver or reimbursement. The expense limitation shall be in effect until March 1, 2018. The Expense Limitation Agreement shall terminate upon the termination of the Investment Advisory Contract between HSBC Funds (the Trust) and the Adviser, or it may be terminated upon written notice to the Adviser by the Trusts Board of Trustees. |
42
| HSBC Global High Yield Bond Fund |
| Summary Section |
Example
This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Funds operating expenses remain the same. The Example takes the Funds Expense Limitation Agreement into account for the first year only. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
| 1 Year | 3 Years | 5 Years | 10 Years | ||||||||||||||||||
| Class A Shares | $590 | $991 | $1,417 | $2,601 | |||||||||||||||||
| Class I Shares | $85 | $434 | $807 | $1,855 | |||||||||||||||||
Portfolio Turnover
The Fund pays transaction costs when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in Annual Fund Operating Expenses or in the Example, affect the Funds performance. During the most recent fiscal year, the Funds portfolio turnover was 50% of the average value of its portfolio.
Principal Investment Strategies
The Fund seeks to achieve its investment objective by investing, under normal market conditions, at least 80% of its net assets, plus any borrowings for investment purposes, in a globally diversified portfolio of high yield securities. High yield securities are commonly referred to as junk bonds and are rated lower than Baa3 by Moodys Investors Service (Moodys) or lower than BBB- by Standard & Poors Ratings Services (S&P) or Fitch, Inc. (Fitch), or, if unrated, determined by HSBC Global Asset Management (USA) Inc., the Funds investment adviser (Adviser), or any investment subadviser of the Fund, to be of comparable quality. The total return sought by the Fund consists of income earned on investments, plus capital appreciation, if any, which generally arises from decreases in interest rates or improving credit fundamentals for a particular region, sector, security or issuer.
The Fund invests in fixed income securities issued by companies or governments (or any political subdivision, agency, authority or instrumentality of a government) economically tied to a number of countries around the world, including the United States. The Fund invests in at least three countries, including the United States, and may invest in the securities of issuers in emerging market countries.
The Fund primarily invests in U.S. dollar denominated fixed income securities or fixed income securities denominated in a foreign currency that are hedged into U.S. dollars. The Fund may seek to hedge certain of its exposure to foreign currencies through the use of forward foreign currency exchange contracts. The Fund may also invest up to 20% of its total assets in local currency-denominated emerging markets fixed income securities.
The Fund may invest in swaps (e.g., credit default, interest rate and total return swaps), forwards (e.g., forward foreign currency exchange contracts), futures, options and other derivative instruments for hedging purposes, cash management purposes, as a substitute for investing in fixed income securities, or to enhance returns. For example, the Fund may use credit default swaps to manage credit risk, interest rate swaps to manage interest rate risk and forward foreign currency exchange contracts to manage currency risk. The Fund may also use derivatives, including futures, for investment purposes when the Adviser or any Subadviser (as defined below) believe that doing so will assist the Fund in achieving its investment objective. For purposes of meeting its 80% investment policy, the Fund may include derivatives that have characteristics or exposure similar to high yield securities.
43
| HSBC Global High Yield Bond Fund |
| Summary Section |
Principal Investment Strategies (continued)
The Fund may also invest in convertible bonds, including contingent convertible bonds (up to 15% of its total assets). Convertible bonds, which may be issued by companies of all sizes and market capitalizations, include, but are not limited to: corporate bonds, debentures, notes or preferred stocks and their hybrids that can be converted into (exchanged for) common stock or other instruments, such as warrants or options, which provide an opportunity for equity participation. Convertible bonds generally fall within the lower-rated categories as determined by a nationally recognized statistical rating organization (NRSRO).
The Fund may also purchase investment grade fixed income securities. Investment grade fixed income securities are securities that are rated by one or more NRSROs within one of the four highest long-term quality grades at the time of purchase (e.g., AAA, AA, A or BBB by S&P or Fitch or Aaa, Aa, A or Baa by Moody). The Fund may also invest up to 20% of its total assets in asset-backed securities.
The Fund may also seek to achieve its investment objective by investing up to 10% of its total assets in other underlying funds. The underlying funds may include mutual funds managed by the Adviser and mutual funds and exchange traded funds (ETFs) managed by investment advisers that are not associated with the Adviser.
The Funds portfolio is carefully constructed by a lead portfolio manager of the Adviser. The lead portfolio manager can also utilize the capabilities of HSBC Global Asset Management (France) (Subadviser), by receiving and acting upon investment recommendations made by the Subadviser. If determined to be beneficial by the Adviser, the Subadviser may manage the European regional portion (or sleeve) of the Funds total portfolio. The lead portfolio manager would manage the Funds overall duration and spread risk and manage allocations to other asset classes. Through top-down oversight, the lead portfolio manager determines asset and, if deemed beneficial, sleeve allocations and currency and duration positioning, among other things. Securities are selected for purchase and sale through a fundamental research-driven bottom-up investment process, in which issuers are analyzed based on fundamental credit research and standard valuation tools. Securities are also selected through a topdown investment process, based on regional, sector and credit allocations.
The Fund may purchase securities of various maturities, but expects under normal market conditions to maintain an average portfolio duration that normally varies within one year (plus or minus) of the duration of the BofA Merrill Lynch Global High Yield BB-B Constrained Index (USD Hedged), which as of December 31, 2016 was 3.82 years.
Principal Investment Risks
You could lose money by investing in the Fund. The Fund has the following principal investment risks:
| ● |
Asset-Backed
Securities: Asset-backed
securities are debt instruments that are secured by interests in pools of
financial assets, such as credit card or automobile receivables. The value
of these securities will be influenced by the factors affecting the assets
underlying such securities, changes in interest rates, changes in default
rates of borrowers and private insurers or deteriorating economic
conditions. During periods of declining asset values, asset-backed
securities may be difficult to value or become more volatile and/or
illiquid. Asset-backed securities may not have the benefit of a security
interest in collateral comparable to that of mortgage assets, resulting in
additional credit risk. |
| ● |
Convertible Bond Risk: Convertible bonds are subject to the risks of equity securities when the underlying stock price is high relative to the conversion price (because more of the securitys value resides in the conversion feature) and debt instruments when the underlying stock price is low relative to the conversion price (because the conversion feature is less valuable). A convertible bond is not as sensitive to interest rate changes as a similar non-convertible debt instrument, and generally has less potential for gain or loss than the underlying equity security. Contingent convertible bonds (CoCo bonds) are hybrid bonds typically issued by banks. When the issuers capital ratio falls below a specified trigger level, or in a regulators discretion depending on the regulators judgment about the issuers solvency prospects, a CoCo bond may be written down, written off or converted into an equity security. Due to the contingent write-down, write-off and conversion feature, CoCo bonds may have substantially greater risk than other securities in times of financial stress. |
44
| HSBC Global High Yield Bond Fund |
| Summary Section |
Principal Investment Risks – (continued)
| ● |
Counterparty Risk: When the Fund enters into an investment
contract, such as a derivative, the Fund is exposed to the risk that the
other party to the contract will not fulfill its contractual
obligations. |
| ● |
Currency Risk: Fluctuations in exchange rates between the
U.S. dollar and foreign currencies, or between various foreign currencies,
may negatively affect the Funds performance. The Fund may seek to reduce
currency risk by hedging part or all of its exposure to various foreign
currencies; however, even if such hedging techniques are employed, there
is no assurance that they will be successful. |
| ● |
Custody Risk: The Fund invests in securities markets that
are less developed than those in the U.S., which may expose the Fund to
risks in the process of clearing and settling trades and the holding of
securities by foreign banks, agents and depositories. Investments in
emerging markets may be subject to greater custody risks than investments
in more developed securities markets. |
| ● |
Debt Instruments Risk: The risks of investing in debt instruments
include: |
| ● |
Credit Risk: The Fund could lose money if an issuer or
guarantor of a debt instrument is unable or unwilling to make or perceived
to be unable or unwilling to make timely payments of interest or principal
or enters bankruptcy. The issuer or guarantor could also suffer a rapid
decrease in credit quality rating, which would adversely affect the
volatility of the value and liquidity of the investment. This risk is
greater for lower-quality bonds than for bonds that are investment
grade. |
| ● |
High-Yield Securities (Junk Bond) Risk:
Investments in high-yield
securities (commonly referred to as junk bonds) are considered
speculative investments and have significantly higher credit risk than
investment-grade securities and tend to be less marketable
(i.e., less liquid) than higher rated securities.
The prices of high-yield securities, which may be more volatile than
higher rated securities of similar maturity, may be more vulnerable to
adverse market, economic, social or political
conditions. |
| ● |
Interest Rate Risk: Fluctuations in interest rates may affect
the yield, liquidity and value of investments in income producing or debt
instruments. Generally, if interest rates rise, the value of such
investments will fall. The risks associated with rising interest rates are
heightened given that interest rates are near historic lows, but may
increase in the future, with unpredictable effects on the markets and the
Funds investments. |
| ● |
Inventory Risk: The market-making capacity in debt markets
has declined as a result of reduced broker-dealer inventories relative to
fund assets, reduced broker-dealer proprietary trading activity and
increased regulatory capital requirements for financial institutions such
as banks. Because market makers provide stability to a market through
their intermediary services, a significant reduction in dealer
market-making capacity has the potential to decrease liquidity and
increase volatility in the debt markets. A decrease in liquidity may
negatively affect the ability of the Fund to pay redemption proceeds
within the allowable time period. |
| ● |
Derivatives Risk: The Funds use of derivative instruments involves risks different from, or possibly greater than, the risks associated with investing directly in securities and other traditional investments and could increase the volatility of the Funds net asset value per share and cause you to lose money. Risks associated with derivatives include the risk that the derivative is not well correlated with the security, index or currency to which it relates; the risk that derivatives may result in losses or missed opportunities; the risk that the Fund will be unable to sell the derivative because of an illiquid secondary market; the risk that a counterparty is unwilling or unable to meet its obligation; the risk that the Fund will be required to pay additional margin or set aside additional collateral to maintain open derivative positions; and the risk that the derivative transaction could expose the Fund to the effects of leverage, which could increase the Funds exposure to the market and magnify potential losses, particularly when derivatives are used to enhance return rather than offset risk. There is no guarantee that derivatives, to the extent employed, will have the intended effect, and their use could cause lower returns or even losses to the Fund. The use of derivatives by the Fund to hedge risk may reduce the opportunity for gain by offsetting the positive effect of favorable price movements. |
45
| HSBC Global High Yield Bond Fund |
| Summary Section |
Principal Investment Risks – (continued)
| ● | Emerging Markets Risk: The Funds
investments in emerging market countries are subject to all of the risks of foreign investing generally, and have additional
heightened risks due to a lack of established legal, political, business and social frameworks to support securities markets,
including: greater market volatility and illiquidity, lower trading volume, delays in trading or settling portfolio securities
transactions; currency and capital controls or other government restrictions or intervention, such as economic sanctions,
expropriation, nationalization and repatriation restrictions; greater sensitivity to interest rate changes; pervasiveness
of corruption and crime; currency exchange rate volatility; and higher levels of inflation, deflation or currency devaluation.
The prices of securities in emerging markets can fluctuate more significantly than the prices of securities in more developed
countries. The less developed the country, the greater effect such risks may have on an investment. |
| ● | Foreign Securities Risk: Investments
in foreign securities are generally considered riskier than investments in U.S. securities, and are subject to additional
risks, including international trade, social, political, economic and regulatory risks; fluctuating currency exchange rates;
less liquid, developed or efficient trading markets; the imposition of exchange controls, confiscations and other government
restrictions (e.g., sanctions or tariffs) by the United States or other countries; expropriation or confiscatory
taxation; imposition of withholding or other taxes on dividend or interest payments (or, in some cases, capital gains);
and different corporate disclosure and governance standards. |
| ● |
Leverage Risk: Leverage created by investments such as
derivatives can diminish the Funds performance and increase the
volatility of the Funds net asset value. This is because leverage tends
to exaggerate the effect of any increase or decrease in the value of the
Funds portfolio securities. |
| ● |
Liquidity Risk: The Fund may hold illiquid securities by
virtue of the absence of a readily available market for, or a reduction in
the number or capacity of market participants making a market in, certain
of its investments, or because of legal or contractual restrictions on
sales. A security may become illiquid after purchase. The Fund could lose
money if it is unable to dispose of an investment at a time that is most
beneficial to the Fund. Investments that are illiquid or that trade in
lower volumes may be more difficult to value. |
| ● |
Market Risk: The value of the Funds investments may
decline due to changing economic, political, social, regulatory or market
conditions. Market risk may affect a single issuer, industry or section of
the economy or it may affect the economy as a whole. Moreover, the
conditions in one country or geographic region could adversely affect the
Funds investments in a different country or geographic
region. |
| ● |
Sovereign Debt Risk: Sovereign debt instruments, which are
instruments issued by foreign governmental entities, are subject to the
risk that the governmental entity may be unable or unwilling to repay the
principal or interest on its sovereign debt due to, among other reasons,
cash flow problems, insufficient foreign currency reserves, political
considerations, the relative size of the governmental entitys debt or its
failure to implement economic reforms. There is no generally established
legal or bankruptcy process for collecting sovereign
debt. |
| ● |
Swap Risk: The use of swap agreements, which are agreements to exchange the return generated by one instrument (or index) for the return generated by another instrument (or index), and similar instruments involves risks that are different from those associated with ordinary portfolio securities transactions. Swap agreements may also subject the Fund to the risk that the counterparty to the transaction may not meet its obligations, causing the Funds value to decrease. Swaps are also particularly subject to credit, correlation, valuation, liquidity and leveraging risks. Swap agreements may also be considered illiquid. |
An investment in the Fund is not a deposit of HSBC Bank USA, N.A. and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.
46
| HSBC Global High Yield Bond Fund |
| Summary Section |
Performance Bar Chart and Table
The bar chart and table below provide an indication of the risks of an investment in the Fund by showing the Funds performance during its first full calendar year of operations and by showing how the Funds average annual returns for its first full calendar year of operations compares with that of a broad measure of market performance. Past performance, including before- and after-tax returns, does not indicate how the Fund will perform in the future.
The bar chart below shows the Funds annual returns for Class A Shares. The returns for Class I Shares will differ from the Class A Shares returns shown in the bar chart because the expenses of the classes differ.
Annual Total Returns as of 12/31 for
Class A Shares
(Excluding sales
charges, which if included, would cause returns to be lower.)
![]() | |||||
| Best Quarter: | Q3 2016 | 3.88% | |||
| Worst Quarter: | Q4 2016 | 1.02% | |||
The table below shows returns on a before-tax and after-tax basis. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investors tax situation and may differ from those shown. After-tax returns are not relevant to investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns shown in the table below are for Class A Shares of the Fund and after-tax returns for Class I Shares may vary. The table further compares the Funds performance over time to that of the BofA Merrill Lynch BB-B Global High Yield Constrained Index.
Average Annual Total Returns (for the periods ended December 31, 2016)
| Inception | Since | ||||||
| Date | 1 Year | Inception | |||||
| Class A Return Before Taxes | July 14, 2015 | 6.20% |
0.54% |
||||
| Class A Return After Taxes on Distributions | July 14, 2015 | 4.06% |
-1.48% |
||||
| Class A Return After Taxes on Distributions | |||||||
| and Sale of Fund Shares | July 14, 2015 | 3.47% |
-0.53% |
||||
| Class I Return Before Taxes | July 14, 2015 | 11.86% |
4.36% |
||||
| BofA Merrill Lynch BB-B Global High Yield Constrained Index | |||||||
| (reflects no deduction for fees, expenses or taxes) | | 14.32% |
6.18%* |
| * July 14, 2015 |
Investment Advisers
HSBC Global Asset Management (USA) Inc. is the Funds investment adviser. HSBC Global Asset Management (France) may serve as the Funds subadviser.
Portfolio Managers
Investment decisions for the Fund are made by Mary Bowers, Senior Portfolio Manager; Rick Liu, CFA, Portfolio Manager; and Nishant Upadhyay, Senior Vice President, Portfolio Manager. Ms. Bowers and Mr. Liu have managed the Fund since its inception in July 2015 and Mr. Upadhyay has managed the Fund since May 10, 2016.
47
| HSBC Global High Yield Bond Fund |
| Summary Section |
Purchasing and Selling Your Shares
Generally, you may purchase or redeem Fund shares on any business day by mail (HSBC Funds, PO Box 8106, Boston, MA 02266-8106), wire transfer, or telephone at 1-800-782-8183. Investors who wish to purchase, exchange or redeem Fund shares through a broker-dealer should contact the broker-dealer directly.
| Minimum | Minimum | |||||||||
| Initial | Subsequent | |||||||||
| Account Type | Investment* | Investment* | ||||||||
| Class A Shares | ||||||||||
| Regular (non-retirement) | $ | 1,000 | $ | 100 | ||||||
| Retirement (IRA) | $ | 250 | $ | 100 | ||||||
| Automatic Investment Plan | $ | 250 | $ | 25 | ||||||
| Class I Shares | ||||||||||
| Regular (non-retirement) | $ | 1,000,000 | $ | 0 | ||||||
| * |
Omnibus accounts are eligible to meet the minimums at the omnibus account level. |
Please see How NAV is Calculated on page 88 of this prospectus for more information regarding days on which you will not be able to purchase or redeem Fund shares.
Tax Information
The Fund intends to declare and pay dividends from net investment income, if any, at least monthly. The Funds distributions are taxable, and will be taxed as ordinary income or capital gains, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account. Such tax-deferred arrangements may be taxed later upon withdrawal of monies from those arrangements.
Payments to Broker-Dealers and Other Financial Intermediaries
If you purchase shares of the Fund through a financial intermediary, such as a broker-dealer or investment adviser, the Fund, the Adviser, the distributor and/or their affiliates may pay the intermediary for the sale of Fund shares and related services. These payments create a conflict of interest by influencing the broker-dealer or other financial intermediary and your salesperson to recommend the Fund over another investment. Ask your financial intermediary or visit your financial intermediarys Website for more information.
48
| HSBC Global High Income Bond Fund |
| Summary Section |
Class A and Class I
Investment Objective
The investment objective of the HSBC Global High Income Bond Fund (the Fund) is to provide a high level of current income.
Fees and Expenses of the Fund
This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund. You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $50,000 in the HSBC Family of Funds. More information about these and other discounts is available from your financial professional, and is explained in Distribution Arrangements/Sales Charges on page 99 of this prospectus and in the Funds Statement of Additional Information (SAI) in Right of Accumulation on page 95.
| Shareholder Fees | ||||
| (fees paid directly from your investment) | Class A | Class I | ||
| Maximum Sales Charge (load) Imposed on | ||||
| Purchases (as a % of offering price) | 4.75% | None | ||
| Maximum Deferred Sales Charge (load) | ||||
| (as a % of amount redeemed) | None | None | ||
| Annual Fund Operating Expenses (expenses that you pay | ||||
| each year as a percentage of the value of your investment) | Class A | Class I | ||
| Management Fee | 0.65% | 0.65% | ||
| Other expenses: | ||||
| Shareholder servicing fee | 0.25% | None | ||
| Other operating expenses | 1.06% | 0.96% | ||
| Total Other Expenses | 1.31% | 0.96% | ||
| Acquired Fund Fees and Expenses | 0.02% | 0.02% | ||
| Total Annual Fund Operating Expenses* | 1.98% | 1.63% | ||
| Fee Waiver and/or Expense Reimbursement** | 0.81% | 0.81% | ||
| Total Annual Fund Operating Expenses After | ||||
| Fee Waiver and/or Expense Reimbursement | 1.17% | 0.82% |
| * | The Total Annual Fund Operating Expenses do not correlate to the ratios of net and total expenses to average net assets provided in the Financial Highlights, which reflect the operating expenses of the Fund and do not include Acquired Fund Fees and Expenses. |
| ** | HSBC Global Asset Management (USA) Inc., the Funds investment adviser (Adviser), has entered into a contractual expense limitation agreement with the Fund (Expense Limitation Agreement) under which it will limit total expenses of the Fund (excluding interest, taxes, brokerage commissions, extraordinary expenses and estimated indirect expenses attributable to the Funds investments in investment companies) to an annual rate of 1.15% for Class A Shares and 0.80% for Class I Shares. Any amounts contractually waived or reimbursed by the Adviser will be subject to repayment by the Fund to the Adviser within three years to the extent that the repayment will not cause the Funds operating expenses to exceed the contractual expense limit that was in effect at the time of such waiver or reimbursement. The expense limitation shall be in effect until March 1, 2018. The Expense Limitation Agreement shall terminate upon the termination of the Investment Advisory Contract between HSBC Funds (the Trust) and the Adviser, or it may be terminated upon written notice to the Adviser by the Trusts Board of Trustees. |
49
| HSBC Global High Income Bond Fund |
| Summary Section |
Example
This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Funds operating expenses remain the same. The Example takes the Funds Expense Limitation Agreement into account for the first year only. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
| 1 Year | 3 Years | 5 Years | 10 Years | ||||||
| Class A Shares | $589 | $992 | $1,420 | $2,610 | |||||
| Class I Shares | $84 | $435 | $810 | $1,865 |
Portfolio Turnover
The Fund pays transaction costs when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in Annual Fund Operating Expenses or in the Example, affect the Funds performance. During the most recent fiscal year, the Funds portfolio turnover was 47% of the average value of its portfolio.
Principal Investment Strategies
The Fund seeks to achieve its investment objective by investing, under normal market conditions, at least 80% of its net assets, plus any borrowings for investment purposes, in a globally diversified portfolio of higher yielding securities. Higher yielding securities are those securities rated in the lowest investment grade category or lower by one or more nationally recognized statistical rating organizations (NRSROs) (e.g., Baa1 or lower by Moodys Investors Service (Moodys) or BBB+ or lower by Standard & Poors Ratings Services (S&P) or Fitch, Inc. (Fitch) or, if unrated, determined by HSBC Global Asset Management (USA) Inc., the Funds investment adviser (Adviser), or any investment subadvisers of the Fund, to be of comparable quality).
The Fund invests in fixed income securities issued by companies or governments (or any political subdivision, agency, authority or instrumentality of a government) economically tied to a number of countries around the world, including the United States. The Fund invests in at least three countries, including the United States, and may invest in the securities of issuers in emerging market countries.
The Fund primarily invests in U.S. dollar denominated fixed income securities or fixed income securities denominated in a foreign currency that are hedged into U.S. dollars. The Fund may seek to hedge certain of its exposure to foreign currencies through the use of forward foreign currency exchange contracts. The Fund may also invest up to 20% of its total assets in local currency-denominated emerging markets fixed income securities.
The Fund may invest in swaps (e.g., credit default, interest rate and total return swaps), forwards (e.g., forward foreign currency exchange contracts), futures, options and other derivative instruments for hedging purposes, cash management purposes, as a substitute for investing in fixed income securities, or to enhance returns. For example, the Fund may use credit default swaps to manage credit risk, interest rate swaps to manage interest rate risk and forward foreign currency exchange contracts to manage currency risk. The Fund may also use derivatives, including futures, for investment purposes when the Adviser or any Subadvisers (as defined below) believe that doing so will assist the Fund in achieving its investment objective. For purposes of meeting its 80% investment policy, the Fund may include derivatives that have characteristics or exposure similar to higher yielding securities.
50
| HSBC Global High Income Bond Fund |
| Summary Section |
Principal Investment Strategies (continued)
The Fund may also purchase investment grade fixed income securities. Investment grade fixed income securities are securities that are rated by one or more NRSROs within one of the four highest long-term quality grades at the time of purchase (e.g., AAA, AA, A or BBB by S&P or Fitch or Aaa, Aa, A or Baa by Moody). The Fund may also invest up to 20% of its total assets in mortgage-backed securities and asset-backed securities.
The Fund may also invest in convertible bonds, including contingent convertible bonds (up to 10% of its total assets). Convertible bonds, which may be issued by companies of all sizes and market capitalizations, include, but are not limited to: corporate bonds, debentures, notes or preferred stocks and their hybrids that can be converted into (exchanged for) common stock or other instruments, such as warrants or options, which provide an opportunity for equity participation. Convertible bonds generally fall within the lower-rated categories as determined by an NRSRO.
The Funds portfolio is carefully constructed by a lead portfolio manager of the Adviser. The lead portfolio manager can also utilize the capabilities of HSBC Global Asset Management (France) (AMFR) or HSBC Global Asset Management (UK) Limited (AMEU and, together with AMFR, the Subadvisers) by receiving and acting upon investment recommendations made by the Subadvisers. If determined to be beneficial by the Adviser, AMFR may manage the Funds investments in European fixed income securities and AMEU may manage the Funds investments in global asset backed securities, each of which would be managed as a portion (or sleeve) of the Funds total portfolio. The lead portfolio manager would manage the Funds overall duration and spread risk and manage allocations to other asset classes. Through top-down oversight, the lead portfolio manager determines asset and, if deemed beneficial, sleeve allocations and currency and duration positioning, among other things. Securities are selected for purchase and sale through a fundamental research-driven bottom-up investment process, in which issuers are analyzed based on fundamental credit research and standard valuation tools. Securities are also selected through a topdown investment process, based on regional, sector and credit allocations.
The Fund may purchase securities of various maturities, but expects under normal market conditions to maintain an average portfolio duration that normally varies within 1.5 years (plus or minus) of the duration of the Bloomberg Barclays High Income Bond Composite Index, which as of December 31, 2016 was 5.47 years.
Principal Investment Risks
You could lose money by investing in the Fund. The Fund has the following principal investment risks:
| ● | Convertible Bond Risk: Convertible bonds are
subject to the risks of equity securities when the underlying stock price
is high relative to the conversion price (because more of the securitys
value resides in the conversion feature) and debt instruments when the
underlying stock price is low relative to the conversion price (because
the conversion feature is less valuable). A convertible bond is not as
sensitive to interest rate changes as a similar non-convertible debt
instrument, and generally has less potential for gain or loss than the
underlying equity security. Contingent convertible bonds (CoCo bonds)
are hybrid bonds typically issued by banks. When the issuers capital
ratio falls below a specified trigger level, or in a regulators
discretion depending on the regulators judgment about the issuers
solvency prospects, a CoCo bond may be written down, written off or
converted into an equity security. Due to the contingent write-down,
write-off and conversion feature, CoCo bonds may have substantially
greater risk than other securities in times of financial
stress. |
| ● | Counterparty Risk: When the Fund enters into an
investment contract, such as a derivative, the Fund is exposed to the risk
that the other party to the contract will not fulfill its contractual
obligations. |
| ● | Currency Risk: Fluctuations in exchange rates
between the U.S. dollar and foreign currencies, or between various foreign
currencies, may negatively affect the Funds performance. The Fund may
seek to reduce currency risk by hedging part or all of its exposure to
various foreign currencies; however, even if such hedging techniques are
employed, there is no assurance that they will be
successful. |
| ● | Custody Risk: The Fund invests in securities markets that are less developed than those in the U.S., which may expose the Fund to risks in the process of clearing and settling trades and the holding of securities by foreign banks, agents and depositories. Investments in emerging markets may be subject to greater custody risks than investments in more developed securities markets. |
51
| HSBC Global High Income Bond Fund |
| Summary Section |
Principal Investment Risks (continued)
| ● | Debt Instruments Risk: The risks of
investing in debt instruments include: | |
| ● | Credit Risk: The Fund could lose money if an
issuer or guarantor of a debt instrument is unable or unwilling to make or
perceived to be unable or unwilling to make timely payments of interest or
principal or enters bankruptcy. The issuer or guarantor could also suffer
a rapid decrease in credit quality rating, which would adversely affect
the volatility of the value and liquidity of the investment. This risk is
greater for lower-quality bonds than for bonds that are investment
grade. | |
| ● | High-Yield Securities (Junk Bond) Risk:
Investments in high-yield securities (commonly referred to as junk
bonds) are considered speculative investments and have significantly
higher credit risk than investment-grade securities and tend to be less
marketable (i.e., less liquid) than higher rated securities. The prices of
high-yield securities, which may be more volatile than higher rated
securities of similar maturity, may be more vulnerable to adverse market,
economic, social or political conditions. | |
| ● | Interest Rate Risk: Fluctuations in interest
rates may affect the yield, liquidity and value of investments in income
producing or debt instruments. Generally, if interest rates rise, the
value of such investments will fall. The risks associated with rising
interest rates are heightened given that interest rates are near historic
lows, but may increase in the future, with unpredictable effects on the
markets and the Funds investments. | |
| ● | Inventory Risk: The market-making capacity in
debt markets has declined as a result of reduced broker-dealer inventories
relative to fund assets, reduced broker-dealer proprietary trading
activity and increased regulatory capital requirements for financial
institutions such as banks. Because market makers provide stability to a
market through their intermediary services, a significant reduction in
dealer market-making capacity has the potential to decrease liquidity and
increase volatility in the debt markets. A decrease in liquidity may
negatively affect the ability of the Fund to pay redemption proceeds
within the allowable time period. | |
| ● | Derivatives Risk: The Funds use of
derivative instruments involves risks different from, or possibly greater
than, the risks associated with investing directly in securities and other
traditional investments and could increase the volatility of the Funds
net asset value per share and cause you to lose money. Risks associated
with derivatives include the risk that the derivative is not well
correlated with the security, index or currency to which it relates; the
risk that derivatives may result in losses or missed opportunities; the
risk that the Fund will be unable to sell the derivative because of an
illiquid secondary market; the risk that a counterparty is unwilling or
unable to meet its obligation; the risk that the Fund will be required to
pay additional margin or set aside additional collateral to maintain open
derivative positions; and the risk that the derivative transaction could
expose the Fund to the effects of leverage, which could increase the
Funds exposure to the market and magnify potential losses, particularly
when derivatives are used to enhance return rather than offset risk. There
is no guarantee that derivatives, to the extent employed, will have the
intended effect, and their use could cause lower returns or even losses to
the Fund. The use of derivatives by the Fund to hedge risk may reduce the
opportunity for gain by offsetting the positive effect of favorable price
movements. | |
| ● | Emerging Markets Risk: The Funds investments in emerging market countries are subject to all of the risks of foreign investing generally, and have additional heightened risks due to a lack of established legal, political, business and social frameworks to support securities markets, including: greater market volatility and illiquidity, lower trading volume, delays in trading or settling portfolio securities transactions; currency and capital controls or other government restrictions or intervention, such as economic sanctions, expropriation, nationalization and repatriation restrictions; greater sensitivity to interest rate changes; pervasiveness of corruption and crime; currency exchange rate volatility; and higher levels of inflation, deflation or currency devaluation. The prices of securities in emerging markets can fluctuate more significantly than the prices of securities in more developed countries. The less developed the country, the greater effect such risks may have on an investment. | |
52
| HSBC Global High Income Bond Fund |
| Summary Section |
Principal Investment Risks (continued)
| ● | Foreign Securities Risk: Investments in foreign securities are generally considered riskier
than investments in U.S. securities, and are subject to additional risks, including international trade, social, political,
economic and regulatory risks; fluctuating currency exchange rates; less liquid, developed or efficient trading markets; the
imposition of exchange controls, confiscations and other government restrictions (e.g., sanctions or tariffs) by the
United States or other countries; expropriation or confiscatory taxation; imposition of withholding or other taxes on dividend
or interest payments (or, in some cases, capital gains); and different corporate disclosure and governance standards. |
| ● | Leverage Risk. Leverage created by investments
such as derivatives can diminish the Funds performance and increase the
volatility of the Funds net asset value. This is because leverage tends
to exaggerate the effect of any increase or decrease in the value of the
Funds portfolio securities. |
| ● | Liquidity Risk: The Fund may hold illiquid
securities by virtue of the absence of a readily available market for, or
a reduction in the number or capacity of market participants making a
market in, certain of its investments, or because of legal or contractual
restrictions on sales. A security may become illiquid after purchase. The
Fund could lose money if it is unable to dispose of an investment at a
time that is most beneficial to the Fund. Investments that are illiquid or
that trade in lower volumes may be more difficult to
value. |
| ● | Market Risk: The value of the Funds
investments may decline due to changing economic, political, social,
regulatory or market conditions. Market risk may affect a single issuer,
industry or section of the economy or it may affect the economy as a
whole. Moreover, the conditions in one country or geographic region could
adversely affect the Funds investments in a different country or
geographic region. |
| ● | Mortgage- and Asset-Backed Securities:
Mortgage- and asset-backed securities are debt instruments that are
secured by interests in pools of mortgage loans or other financial assets,
such as credit card or automobile receivables. The value of these
securities will be influenced by the factors affecting the assets
underlying such securities, changes in interest rates, changes in default
rates of borrowers and private insurers or deteriorating economic
conditions. During periods of declining asset values, mortgage- and
asset-backed securities may be difficult to value or become more volatile
and/or illiquid. Asset-backed securities may not have the benefit of a
security interest in collateral comparable to that of mortgage assets,
resulting in additional credit risk. |
| ● | Sovereign Debt Risk: Sovereign debt
instruments, which are instruments issued by foreign governmental
entities, are subject to the risk that the governmental entity may be
unable or unwilling to repay the principal or interest on its sovereign
debt due to, among other reasons, cash flow problems, insufficient foreign
currency reserves, political considerations, the relative size of the
governmental entitys debt or its failure to implement economic reforms.
There is no generally established legal or bankruptcy process for
collecting sovereign debt. |
| ● | Swap Risk: The use of swap agreements, which are agreements to exchange the return generated by one instrument (or index) for the return generated by another instrument (or index), and similar instruments involves risks that are different from those associated with ordinary portfolio securities transactions. Swap agreements may also subject the Fund to the risk that the counterparty to the transaction may not meet its obligations, causing the Funds value to decrease. Swaps are also particularly subject to credit, correlation, valuation, liquidity and leveraging risks. Swap agreements may also be considered illiquid. |
An investment in the Fund is not a deposit of HSBC Bank USA, N.A. and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.
53
| HSBC Global High Income Bond Fund |
| Summary Section |
Performance Bar Chart and Table
The bar chart and table below provide an indication of the risks of an investment in the Fund by showing the Funds performance during its first full calendar year of operations and by showing how the Funds average annual returns for its first full calendar year of operations compares with that of a broad measure of market performance. Past performance, including before- and after-tax returns, does not indicate how the Fund will perform in the future.
The bar chart below shows the Funds annual returns for Class A Shares. The returns for Class I Shares will differ from the Class A Shares returns shown in the bar chart because the expenses of the classes differ.
Annual Total Returns as of 12/31 for
Class A Shares
(Excluding sales
charges, which if included, would cause returns to be lower.)

| Best Quarter: | Q1 2016 | 3.15% | ||
| Worst Quarter: | Q4 2016 | -1.19% |
The table below shows returns on a before-tax and after-tax basis. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investors tax situation and may differ from those shown. After-tax returns are not relevant to investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns shown in the table below are for Class A Shares of the Fund and after-tax returns for Class I Shares may vary. The table further compares the Funds performance over time to that of the Bloomberg Barclays High Income Bond Composite Index.
Average Annual Total Returns (for the periods ended December 31, 2016)
| Inception | Since | |||||||
| Date | 1 Year | Inception | ||||||
| Class A Return Before Taxes | July 14, 2015 | 2.97% | 0.13% | |||||
| Class A Return After Taxes on Distributions | July 14, 2015 | 1.45% | -1.36% | |||||
| Class A Return After Taxes on Distributions | ||||||||
| and Sale of Fund Shares | July 14, 2015 | 1.67% | -0.59% | |||||
| Class I Return Before Taxes | July 14, 2015 | 8.50% | 3.85% | |||||
| Bloomberg Barclays High Income Bond Composite Index | ||||||||
| (reflects no deduction for fees, expenses or taxes) | | 9.53% | 5.61%* | |||||
*July 14, 2015
Investment Advisers
HSBC Global Asset Management (USA) Inc. is the Funds investment adviser. HSBC Global Asset Management (France) and HSBC Global Asset Management (UK) Limited may serve as the Funds subadvisers.
Portfolio Managers
Investment decisions for the Fund are made by Jerry Samet, Senior Portfolio Manager; Rick Liu, CFA, Portfolio Manager; and Nishant Upadhyay, Senior Vice President, Portfolio Manager. Messrs. Samet and Liu have managed the Fund since its inception in July 2015 and Mr. Upadhyay has managed the Fund since May 10, 2016.
54
| HSBC Global High Income Bond Fund |
| Summary Section |
Purchasing and Selling Your Shares
Generally, you may purchase or redeem Fund shares on any business day by mail (HSBC Funds, PO Box 8106, Boston, MA 02266-8106), wire transfer, or telephone at 1-800-782-8183. Investors who wish to purchase, exchange or redeem Fund shares through a broker-dealer should contact the broker-dealer directly.
| Minimum | Minimum | |||||||||||
| Initial | Subsequent | |||||||||||
| Account Type | Investment* | Investment* | ||||||||||
| Class A Shares | ||||||||||||
| Regular (non-retirement) | $ | 1,000 | $ | 100 | ||||||||
| Retirement (IRA) | $ | 250 | $ | 100 | ||||||||
| Automatic Investment Plan | $ | 250 | $ | 25 | ||||||||
| Class I Shares | ||||||||||||
| Regular (non-retirement) | $ | 1,000,000 | $ | 0 | ||||||||
* Omnibus accounts are eligible to meet the minimums at the omnibus account level.
Please see How NAV is Calculated on page 88 of this prospectus for more information regarding days on which you will not be able to purchase or redeem Fund shares.
Tax Information
The Fund intends to declare and pay dividends from net investment income, if any, at least monthly. The Funds distributions are taxable, and will be taxed as ordinary income or capital gains, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account. Such tax-deferred arrangements may be taxed later upon withdrawal of monies from those arrangements.
Payments to Broker-Dealers and Other Financial Intermediaries
If you purchase shares of the Fund through a financial intermediary, such as a broker-dealer or investment adviser, the Fund, the Adviser, the distributor and/or their affiliates may pay the intermediary for the sale of Fund shares and related services. These payments create a conflict of interest by influencing the broker-dealer or other financial intermediary and your salesperson to recommend the Fund over another investment. Ask your financial intermediary or visit your financial intermediarys Website for more information.
55
| HSBC Global Equity Volatility Focused Fund |
| Summary Section |
Class A and Class I
Investment Objective
The investment objective of the HSBC Global Equity Volatility Focused Fund (the Fund) is long-term total return.
Fees and Expenses of the Fund
This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund. You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $50,000 in the HSBC Family of Funds. More information about these and other discounts is available from your financial professional, and is explained in Distribution Arrangements/Sales Charges on page 99 of this prospectus and in the Funds Statement of Additional Information (SAI) in Right of Accumulation on page 95.
| Shareholder Fees | |||||
| (fees paid directly from your investment) | Class A | Class I | |||
| Maximum Sales Charge (load) Imposed on Purchases | |||||
| (as a % of offering price) | 5.00% | None | |||
| Maximum Deferred Sales Charge (load) | |||||
| (as a % of amount redeemed) | None | None | |||
| Annual Fund Operating Expenses (expenses that you pay | |||||
| each year as a percentage of the value of your investment) | Class A | Class I | |||
| Management Fee | 0.75% | 0.75% | |||
| Other expenses: | |||||
| Shareholder servicing fee | 0.25% | None | |||
| Other operating expenses | 1.78% | 1.68% | |||
| Total Other Expenses | 2.03% | 1.68% | |||
| Total Annual Fund Operating Expenses | 2.78% | 2.43% | |||
| Fee Waiver and/or Expense Reimbursement* | 1.48% | 1.48% | |||
| Total Annual Fund Operating Expenses After Fee Waiver | |||||
| and/or Expense Reimbursement | 1.30% | 0.95% | |||
| * | HSBC Global Asset Management (USA) Inc., the Funds investment adviser (Adviser), has entered into a contractual expense limitation agreement with the Fund (Expense Limitation Agreement) under which it will limit total expenses of the Fund (excluding interest, taxes, brokerage commissions, extraordinary expenses and estimated indirect expenses attributable to the Funds investments in investment companies) to an annual rate of 1.30% for Class A Shares and 0.95% for Class I Shares. Any amounts contractually waived or reimbursed by the Adviser will be subject to repayment by the Fund to the Adviser within three years to the extent that the repayment will not cause the Funds operating expenses to exceed the contractual expense limit that was in effect at the time of such waiver or reimbursement. The expense limitation shall be in effect until March 1, 2018. The Expense Limitation Agreement shall terminate upon the termination of the Investment Advisory Contract between HSBC Funds (the Trust) and the Adviser, or it may be terminated upon written notice to the Adviser by the Trust’s Board of Trustees. |
56
| HSBC Global Equity Volatility Focused Fund |
| Summary Section |
Example
This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Funds operating expenses remain the same. The Example takes the Funds Expense Limitation Agreement into account for the first year only. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
| 1 Year | 3 Years | 5 Years | 10 Years | ||||||
| Class A Shares | $626 | $1,186 | $1,771 | $3,351 | |||||
| Class I Shares | $97 | $616 | $1,161 | $2,653 |
Portfolio Turnover
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in Annual Fund Operating Expenses or in the Example, affect the Funds performance. From November 4, 2015 (the date the Fund commenced operations) through October 31, 2016, the Funds portfolio turnover was 41% of the average value of its portfolio.
Principal Investment Strategies
The Fund seeks to achieve its investment objective by investing, under normal market conditions, at least 80% of its net assets, plus any borrowings for investment purposes, in a globally diversified portfolio of equity securities and equity-related instruments that is expected to generate lower volatility relative to the global equity market (as measured by the Funds benchmark index). For purposes of this test, the Fund treats common stocks and other instruments with equity characteristics as equity securities, including, but not limited to, depositary receipts, preferred stock, warrants, rights, securities convertible into common stock, trust certificates, limited partnership interests, equity participations and shares of exchange-traded funds. The Fund may also invest in participatory, unitary and other structured notes, which are equity access products that create synthetic equity exposure to issuers in markets where the Fund is restricted from directly purchasing securities. Investments will generally be made in U.S. and non-U.S. dollar denominated instruments.
Volatility is a statistical measurement of the magnitude of up and down price fluctuations. Volatility may result in rapid and dramatic price swings. While HSBC Global Asset Management (UK) Limited, the Funds subadviser (AMEU or the Subadviser), attempts to lower the Funds volatility, there can be no guarantee that the Fund will be successful.
The Fund invests in equity securities issued by companies economically tied to a number of countries around the world, including the United States. The Fund invests in at least three countries, including the United States, and may invest in the securities of issuers in emerging market countries.
The Fund may invest in futures (e.g., exchange-traded equity and index futures) and other derivative instruments for hedging purposes, cash management purposes, or as a substitute for investing in equity securities. For purposes of meeting its 80% investment policy, the Fund may include derivatives that have characteristics or exposure similar to equity securities.
AMEU seeks to construct a portfolio with lower volatility relative to the global equity market, as measured by the Funds benchmark index, the MSCI All Country World Daily Total Return Net USD Index (the Index). AMEU uses portfolio optimization that seeks to lower overall portfolio volatility by combining lower volatility stocks and higher volatility stocks that may have low correlation with one another. The investable universe of stocks includes those stocks included in the Index. The Subadviser then uses a quantitative and qualitative investment approach that seeks to invest in stocks from that universe based on liquidity (e.g., stocks with greater market capitalization and sufficient average trading volumes), profitability, valuation and volatility characteristics and bottom-up fundamental stock analysis. AMEUs analysis is based on an individual assessment of, among other things, a companys business model and strategy, balance sheet, management, social environment and corporate governance. The Subadviser may sell securities for a variety of reasons, such as to realize profits, limit losses or take advantage of better investment opportunities.
The Fund will not invest more than 25% of the value of its total assets in the securities of one or more issuers conducting their principal business activities in the same industry, except that, to the extent that an industry represents 20% or more of the Index at the time of investment, the Fund may invest up to 35% of its assets in that industry.
57
| HSBC Global Equity Volatility Focused Fund |
| Summary Section |
Principal Investment Risks
You could lose money by investing in the Fund. The Fund has the following principal investment risks:
| ● | Counterparty Risk: When the Fund enters into an
investment contract, such as a derivative or structured note, the Fund is
exposed to the risk that the other party to the contract will not fulfill
its contractual obligations. | |
| ● | Currency Risk: Fluctuations in exchange rates between the
U.S. dollar and foreign currencies, or between various foreign currencies,
may negatively affect the Funds performance. The Fund intends to reduce
currency risk by hedging part or all of its exposure to various foreign
currencies; however, even if such hedging techniques are employed, there
is no assurance that they will be successful. | |
| ● | Custody Risk: The Fund invests in securities markets that
are less developed than those in the U.S., which may expose the Fund to
risks in the process of clearing and settling trades and the holding of
securities by foreign banks, agents and depositories. Investments in
emerging markets may be subject to greater custody risks than investments
in more developed securities markets. | |
| ● | Depositary Receipt Risk: The Funds investments may take
the form of depositary receipts. Depositary receipts involve many of the
same risks of investing directly in foreign securities, and may also
involve risks not experienced when investing directly in the equity
securities of an issuer, including the risk that unsponsored depositary
receipts may not provide as much information about the underlying
issuer. | |
| ● | Derivatives Risk: The Funds use of derivative
instruments involves risks different from, or possibly greater than, the
risks associated with investing directly in securities and other
traditional investments and could increase the volatility of the Funds
net asset value per share and cause you to lose money. Risks associated
with derivatives include the risk that the derivative is not well
correlated with the security, index or currency to which it relates; the
risk that derivatives may result in losses or missed opportunities; the
risk that the Fund will be unable to sell the derivative because of an
illiquid secondary market; the risk that a counterparty is unwilling or
unable to meet its obligation; the risk that the Fund will be required to
pay additional margin or set aside additional collateral to maintain open
derivative positions; and the risk that the derivative transaction could
expose the Fund to the effects of leverage, which could increase the
Funds exposure to the market and magnify potential losses, particularly
when derivatives are used to enhance return rather than offset risk. There
is no guarantee that derivatives, to the extent employed, will have the
intended effect, and their use could cause lower returns or even losses to
the Fund. The use of derivatives by the Fund to hedge risk may reduce the
opportunity for gain by offsetting the positive effect of favorable price
movements. | |
| ● | Emerging Markets Risk: The Funds investments in emerging
market countries are subject to all of the risks of foreign investing
generally, and have additional heightened risks due to a lack of
established legal, political, business and social frameworks to support
securities markets, including: greater market volatility and illiquidity,
lower trading volume, delays in trading or settling portfolio securities
transactions; currency and capital controls or other government
restrictions or intervention, such as economic sanctions, expropriation, nationalization and repatriation restrictions; greater sensitivity to interest rate changes;
pervasiveness of corruption and crime; currency exchange rate volatility;
and higher levels of inflation, deflation or currency devaluation. The
prices of securities in emerging markets can fluctuate more significantly
than the prices of securities in more developed countries. The less
developed the country, the greater effect such risks may have on an
investment. | |
| ● | Equity Securities Risk: The prices of equity securities
fluctuate from time to time based on changes in a companys financial
condition or overall market and economic conditions. As a result, the
value of equity securities may fluctuate drastically from day to day. The
risks of investing in equity securities also include: | |
| ● | Capitalization Risk: Stocks of large capitalization
companies may be volatile in the event of earnings disappointments or
other financial developments. Medium and smaller capitalization companies
may involve greater risks due to limited product lines and market and
financial or managerial resources. Stocks of these companies may also be
more volatile, more difficult to value accurately, less liquid and subject
to the potential for greater declines in stock prices in response
to selling pressure. Stocks of smaller capitalization companies generally
have more risk than larger and medium capitalization
companies. | |
| ● | Issuer Risk: An issuers earnings prospects and overall financial position may deteriorate, causing a decline in the Funds net asset value. | |
58
| HSBC Global Equity Volatility Focused Fund |
| Summary Section |
Principal Investment Risks (continued)
| ● |
Foreign Securities
Risk: Investments in
foreign securities are generally considered riskier than investments in
U.S. securities, and are subject to additional risks, including
international trade, social, political, economic and regulatory risks;
fluctuating currency exchange rates; less liquid, developed or efficient
trading markets; the imposition of exchange controls, confiscations and
other government restrictions (e.g., sanctions or tariffs) by
the United States or other countries; expropriation or confiscatory
taxation; imposition of withholding or other taxes on dividend or interest
payments (or, in some cases, capital gains); and different corporate
disclosure and governance standards. |
| ● |
Industry
Concentration Risk. The
Fund will not invest more than 25% of its total assets in the securities
of one or more issuers conducting their principal business activities in
the same industry, except that to the extent that an industry represents
20% or more of the Funds benchmark index at the time of investment, the
Fund may invest up to 35% of its assets in that industry. Concentrating
Fund investments in a limited number of issuers conducting business in the
same industry would subject the Fund to a greater risk of loss as a result
of adverse economic, business, political, environmental, regulatory or
market conditions affecting that industry than if its investments were not
so concentrated. |
| ● |
Liquidity
Risk: The Fund may hold
illiquid securities by virtue of the absence of a readily available market
for, or a reduction in the number or capacity of market participants
making a market in, certain of its investments, or because of legal or
contractual restrictions on sales. A security may become illiquid after
purchase. The Fund could lose money if it is unable to dispose of an
investment at a time that is most beneficial to the Fund. Investments that
are illiquid or that trade in lower volumes may be more difficult to
value. |
| ● |
Low Volatility
Strategy Risk: The Funds
techniques for limiting portfolio volatility may or may not be successful,
may cause the Funds portfolio to underperform its benchmark or may cause
the Fund to lose money. |
| ● |
Market Risk: The value of the Funds investments may decline due to changing economic, political, social, regulatory or market conditions. Market risk may affect a single issuer, industry or section of the economy or it may affect the economy as a whole. Moreover, the conditions in one country or geographic region could adversely affect the Funds investments in a different country or geographic region. |
An investment in the Fund is not a deposit of HSBC Bank USA, N.A. and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.
59
| HSBC Global Equity Volatility Focused Fund |
| Summary Section |
Performance Bar Chart and Table
The bar chart and table below provide an indication of the risks of an investment in the Fund by showing the Funds performance during its first full calendar year of operations and by showing how the Funds average annual returns for its first full calendar year of operations compares with that of a broad measure of market performance. Past performance, including before- and after-tax returns, does not indicate how the Fund will perform in the future.
The bar chart below shows the Funds annual returns for Class A Shares. The returns for Class I Shares will differ from the Class A Shares returns shown in the bar chart because the expenses of the classes differ.
Annual Total Returns as of 12/31 for
Class A Shares
(Excluding sales
charges, which if included, would cause returns to be lower.)

| Best Quarter: | Q1 2016 | 3.27% | |||
| Worst Quarter: | Q1 2016 | 0.00% |
The table below shows returns on a before-tax and after-tax basis. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investors tax situation and may differ from those shown. After-tax returns are not relevant to investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns shown in the table below are for Class A Shares of the Fund and after-tax returns for Class I Shares may vary. The table further compares the Funds performance over time to that of the MSCI All Country World Daily Total Return Net USD Index.
Average Annual Total Returns (for the periods ended December 31, 2016)
| Inception | Since | ||||||
| Date | 1 Year | Inception | |||||
| Class A Return Before Taxes | Nov. 4, 2015 | 0.75% | -0.97% | ||||
| Class A Return After Taxes on Distributions | Nov. 4, 2015 | 0.37% | -1.38% | ||||
| Class A Return After Taxes on Distributions | |||||||
| and Sale of Fund Shares | Nov. 4, 2015 | 0.75% | -0.78% | ||||
| Class I Return Before Taxes | Nov. 4, 2015 | 6.38% | 3.94% | ||||
| MSCI All Country World Daily Total Return Net USD Index | |||||||
| (reflects no deduction for fees or expenses)* | | 7.86% | 3.74%** |
*Net total return indexes reinvest dividends after the deduction of withholding taxes, using (for international indexes) a tax rate applicable to non-resident institutional investors who do not benefit from double taxation treaties. Gross total return indexes reinvest as much as possible of a company’s dividend distributions, regardless of withholding taxes that a non-resident may experience.
** November 4, 2015
Investment Advisers
HSBC Global Asset Management (USA) Inc. is the Funds investment adviser. HSBC Global Asset Management (UK) Limited is the Funds subadviser.
Portfolio Manager
Investment decisions for the Fund are made by Angus Parker. He has managed the Fund since its inception in November 2015.
Purchasing and Selling Your Shares
Generally, you may purchase or redeem Fund shares on any U.S. business day (except on U.K. domestic holidays) by mail (HSBC Funds, PO Box 8106, Boston, MA 02266-81065), wire transfer, or telephone at 1-800-782-8183. Investors who wish to purchase, exchange or redeem Fund shares through a broker-dealer should contact the broker-dealer directly.
60
| HSBC Global Equity Volatility Focused Fund |
| Summary Section |
Purchasing and Selling Your Shares (continued)
| Minimum | Minimum | ||||||||||
| Initial | Subsequent | ||||||||||
| Account Type | Investment* | Investment* | |||||||||
| Class A Shares | |||||||||||
| Regular (non-retirement) | $ | 1,000 | $ | 100 | |||||||
| Retirement (IRA) | $ | 250 | $ | 100 | |||||||
| Automatic Investment Plan | $ | 250 | $ | 25 | |||||||
| Class I Shares | |||||||||||
| Regular (non-retirement) | $ | 1,000,000 | $ | 0 | |||||||
* Omnibus accounts are eligible to meet the minimums at the omnibus account level.
Please see How NAV is Calculated on page 88 of this prospectus for more information regarding days on which you will not be able to purchase or redeem Fund shares.
Tax Information
The Fund intends to declare and pay dividends from net investment income, if any, annually. The Funds distributions are taxable, and will be taxed as ordinary income or capital gains, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account. Such tax-deferred arrangements may be taxed later upon withdrawal of monies from those arrangements.
Payments to Broker-Dealers and Other Financial Intermediaries
If you purchase shares of the Fund through a financial intermediary, such as a broker-dealer or investment adviser, the Fund, the Adviser, the distributor and/or their affiliates may pay the intermediary for the sale of Fund shares and related services. These payments create a conflict of interest by influencing the broker-dealer or other financial intermediary and your salesperson to recommend the Fund over another investment. Ask your financial intermediary or visit your financial intermediarys Website for more information.
61
| HSBC Euro High Yield Bond Fund (USD Hedged) |
| Summary Section |
Class A and Class I Shares
Investment Objective
The investment objective of the HSBC Euro High Yield Bond Fund (USD Hedged) (the Fund) is to maximize total return (comprised of capital appreciation and income).
Fees and Expenses of the Fund
This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund. You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $50,000 in the HSBC Family of Funds. More information about these and other discounts is available from your financial professional, and is explained in Distribution Arrangements/Sales Charges on page 99 of this prospectus and in the Funds Statement of Additional Information (SAI) in Right of Accumulation on page 95.
| Shareholder Fees | |||||
| (fees paid directly from your investment) | Class A | Class I | |||
| Maximum Sales Charge (load) Imposed on Purchases | |||||
| (as a % of offering price) | 4.75% | None | |||
| Maximum Deferred Sales Charge (load) | |||||
| (as a % of amount redeemed) | None | None | |||
| Annual Fund Operating Expenses (expenses that you pay | |||||
| each year as a percentage of the value of your investment) | Class A | Class I | |||
| Management Fee | 0.65% | 0.65% | |||
| Other expenses: | |||||
| Shareholder servicing fee | 0.25% | None | |||
| Other operating expenses | 0.96% | 0.86% | |||
| Total Other Expenses | 1.21% | 0.86% | |||
| Total Annual Fund Operating Expenses | 1.86% | 1.51% | |||
| Fee Waiver and/or Expense Reimbursement* | 0.81% | 0.71% | |||
| Total Annual Fund Operating Expenses After Fee Waiver | |||||
| and/or Expense Reimbursement | 1.05% | 0.80% | |||
| * | HSBC Global Asset Management (USA) Inc., the Funds investment adviser (Adviser), has entered into a contractual expense limitation agreement with the Fund (Expense Limitation Agreement) under which it will limit total expenses of the Fund (excluding interest, taxes, brokerage commissions, extraordinary expenses and estimated indirect expenses attributable to the Funds investments in investment companies) to an annual rate of 1.05% for Class A Shares and 0.80% for Class I Shares. Any amounts contractually waived or reimbursed by the Adviser will be subject to repayment by the Fund to the Adviser within three years to the extent that the repayment will not cause the Funds operating expenses to exceed the contractual expense limit that was in effect at the time of such waiver or reimbursement. The expense limitation shall be in effect until March 1, 2018. The Expense Limitation Agreement shall terminate upon the termination of the Investment Advisory Contract between HSBC Funds (the Trust) and the Adviser, or it may be terminated upon written notice to the Adviser by the Trust’s Board of Trustees. |
62
| HSBC Euro High Yield Bond Fund (USD Hedged) |
| Summary Section |
Example
This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Funds operating expenses remain the same. The Example takes the Funds Expense Limitation Agreement into account for the first year only. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
| 1 Year | 3 Years | 5 Years | 10 Years | ||||||
| Class A Shares | $577 | $957 | $1,361 | $2,488 | |||||
| Class I Shares | $82 | $407 | $756 | $1,741 |
Portfolio Turnover
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in Annual Fund Operating Expenses or in the Example, affect the Funds performance. From January 19, 2016 (the date the Fund commenced investment operations) through October 31, 2016, the Funds portfolio turnover was 20% of the average value of its portfolio.
Principal Investment Strategies
The Fund seeks to achieve its investment objective by investing, under normal market conditions, at least 80% of its net assets, plus any borrowings for investment purposes, in Euro-denominated high yield securities. High yield securities (commonly referred to as junk bonds) are typically rated lower than Baa3 by Moodys Investors Service (Moodys) or lower than BBB by Standard & Poors Ratings Services (S&P) or Fitch, Inc. (Fitch), or, if unrated, determined by HSBC Global Asset Management (USA) Inc., the Funds investment adviser (Adviser), or HSBC Global Asset Management (France), the Funds investment subadviser (Subadviser), to be of comparable quality. High yield securities may also include certain investment grade securities (e.g., securities rated Baa by Moodys or BBB by S&P or Fitch) that offer a yield similar to that offered by securities that are rated below investment grade. The total return sought by the Fund consists of income earned on investments, plus capital appreciation, if any, which generally arises from decreases in interest rates or improving credit fundamentals for a particular region, sector, security or issuer.
The Fund invests in fixed income securities issued or guaranteed by companies, governments (or any political subdivision, agency, authority or instrumentality of a government) or supra-national bodies. The Fund may invest in the securities of issuers economically tied to both developed and emerging market countries. The Fund primarily invests in Euro-denominated fixed income securities, but the Fund may invest up to 10% of its total assets in fixed income securities denominated in other currencies of developed countries. The Fund seeks to reduce currency risk by hedging its non-U.S. dollar denominated investments back to the U.S. dollar.
The term “emerging markets” includes any country: (i) having an “emerging stock market” as defined by the International Finance Corporation; (ii) with low- to middle-income economies according to the International Bank for Reconstruction and Development (the “World Bank”); (iii) listed in World Bank publications as developing; or (iv) determined by the Adviser to be an emerging market. Currently, these countries generally include every country in the world except Australia, Austria, Belgium, Canada, Denmark, Finland, France, Germany, Hong Kong, Ireland, Israel, Italy, Japan, the Netherlands, New Zealand, Norway, Portugal, Singapore, Spain, Sweden, Switzerland, the United Kingdom and the United States. The Adviser has broad discretion to identify countries that it considers to qualify as emerging markets.
The Fund may invest in swaps (e.g., credit default, interest rate, inflation, currency and total return swaps), forwards (e.g., deliverable and non-deliverable forward foreign currency exchange contracts), futures, options, swaptions and other derivative instruments for hedging purposes, cash management purposes, as a substitute for investing in fixed income securities, or to enhance returns. For example, the Fund may use credit default swaps to manage credit risk, interest rate swaps to manage interest rate risk and forward foreign currency exchange contracts to manage currency risk. The Fund may also use derivatives, including futures, for investment purposes when the Adviser or Subadviser believes that doing so will assist the Fund in achieving its investment objective. For purposes of meeting its 80% investment policy, the Fund may include derivatives that have characteristics or exposure similar to Euro-denominated high yield securities.
The Fund may also invest in convertible bonds, including contingent convertible bonds (up to 15% of its total assets). Convertible bonds, which may be issued by companies of all sizes and market capitalizations, include, but are not limited to: corporate bonds, debentures, notes or preferred stocks and their hybrids that can be converted into (exchanged for) common stock or other instruments, such as warrants or options, which provide an opportunity for equity participation. Convertible bonds generally fall within the lower-rated categories as determined by a nationally recognized statistical rating organization (NRSRO). Additionally, the Fund may invest in participatory, unitary and other structured notes, which are products that create synthetic exposure to issuers in markets where the Fund is restricted from directly purchasing securities.
63
| HSBC Euro High Yield Bond Fund (USD Hedged) |
| Summary Section |
Principal Investment Strategies (continued)
The Fund may also seek to achieve its investment objective by investing up to 10% of its total assets in other underlying funds. The underlying funds may include mutual funds managed by the Adviser or Subadviser and mutual funds and exchange traded funds (ETFs) managed by investment advisers that are not associated with the Adviser or Subadviser.
The Subadviser is responsible for the day-to-day investment decisions of the Fund and for continuously reviewing, supervising and administering the Funds investment program. The Subadviser will manage the Funds overall duration and spread risk. Securities are selected for purchase and sale through a fundamental research-driven bottom-up investment process in which issuers are analyzed based on fundamental credit research and standard valuation tools. Securities are also selected through a top-down investment process based on sector and credit allocations. Securities may be sold prior to maturity for a number of different reasons, including the deterioration of the credit quality of an issuer, to invest in other securities deemed more attractive or to decrease the Funds market exposure.
Principal Investment Risks
You could lose money by investing in the Fund. The Fund has the following principal investment risks:
| ● |
Convertible Bond
Risk: Convertible bonds are
subject to the risks of equity securities when the underlying stock price
is high relative to the conversion price (because more of the securitys
value resides in the conversion feature) and debt instruments when the
underlying stock price is low relative to the conversion price (because
the conversion feature is less valuable). A convertible bond is not as
sensitive to interest rate changes as a similar non-convertible debt
instrument, and generally has less potential for gain or loss than the
underlying equity security. Contingent convertible bonds (CoCo bonds)
are hybrid bonds typically issued by banks. When the issuers capital
ratio falls below a specified trigger level, or in a regulators
discretion depending on the regulators judgment about the issuers
solvency prospects, a CoCo bond may be written down, written off or
converted into an equity security. Due to the contingent write-down,
write-off and conversion feature, CoCo bonds may have substantially
greater risk than other securities in times of financial stress.
|
| ● |
Counterparty
Risk: When the Fund enters
into an investment contract, such as a derivative, the Fund is exposed to
the risk that the other party to the contract will not fulfill its
contractual obligations. |
| ● |
Currency
Risk: Fluctuations in
exchange rates between the U.S. dollar and foreign currencies, or between
various foreign currencies, may negatively affect the Funds performance.
The Fund seeks to reduce currency risk by hedging part or all of its
exposure to various foreign currencies; however, even if such hedging
techniques are employed, there is no assurance that they will be
successful. |
| ● |
Custody
Risk: The Fund invests in
securities markets that are less developed than those in the U.S., which
may expose the Fund to risks in the process of clearing and settling
trades and the holding of securities by foreign banks, agents and
depositories. Investments in emerging markets may be subject to greater
custody risks than investments in more developed securities
markets. |
| ● |
Debt Instruments Risk: The risks of investing in debt instruments include: |
| ● |
Credit
Risk: The Fund could lose
money if an issuer or guarantor of a debt instrument is unable or
unwilling to make or perceived to be unable or unwilling to make timely
payments of interest or principal or enters bankruptcy. The issuer or
guarantor could also suffer a rapid decrease in credit quality rating,
which would adversely affect the volatility of the value and liquidity of
the instrument. This risk is greater for lower-quality bonds than for
bonds that are investment grade. |
| ● |
High-Yield Securities
(Junk Bond) Risk:
Investments in high-yield securities (commonly referred to as junk
bonds) are considered speculative investments and have significantly
higher credit risk than investment-grade securities and tend to be less
marketable (i.e., less liquid) than higher rated securities. The prices of
high-yield securities, which may be more volatile than higher rated
securities of similar maturity, may be more vulnerable to adverse market,
economic, social or political conditions. |
| ● |
Interest Rate Risk: Fluctuations in interest rates may affect the yield, liquidity and value of investments in income producing or debt instruments. Generally, if interest rates rise, the value of such investments will fall. The risks associated with rising interest rates are heightened given that interest rates are near historic lows, but may increase in the future, with unpredictable effects on the markets and the Funds investments. |
64
| HSBC Euro High Yield Bond Fund (USD Hedged) |
| Summary Section |
Principal Investment Risks (continued)
| ● |
Inventory Risk: The market-making capacity in debt markets has declined as a result of reduced broker-dealer inventories relative to fund assets, reduced broker-dealer proprietary trading activity and increased regulatory capital requirements for financial institutions such as banks. Because market makers provide stability to a market through their intermediary services, a significant reduction in dealer market-making capacity has the potential to decrease liquidity and increase volatility in the debt markets. A decrease in liquidity may negatively affect the ability of the Fund to pay redemption proceeds within the allowable time period. |
| ● |
Derivatives
Risk: The Funds use of
derivative instruments involves risks different from, or possibly greater
than, the risks associated with investing directly in securities and other
traditional investments and could increase the volatility of the Funds
net asset value per share and cause you to lose money. Risks associated
with derivatives include the risk that the derivative is not well
correlated with the security, index or currency to which it relates; the
risk that derivatives may result in losses or missed opportunities; the
risk that the Fund will be unable to sell the derivative because of an
illiquid secondary market; the risk that a counterparty is unwilling or
unable to meet its obligation; the risk that the Fund will be required to
pay additional margin or set aside additional collateral to maintain open
derivative positions; and the risk that the derivative transaction could
expose the Fund to the effects of leverage, which could increase the
Funds exposure to the market and magnify potential losses, particularly
when derivatives are used to enhance return rather than offset risk. There
is no guarantee that derivatives, to the extent employed, will have the
intended effect, and their use could cause lower returns or even losses to
the Fund. The use of derivatives by the Fund to hedge risk may reduce the
opportunity for gain by offsetting the positive effect of favorable price
movements. |
| ● |
Emerging Markets
Risk: The Funds
investments in emerging market countries are subject to all of the risks
of foreign investing generally, and have additional heightened risks due
to a lack of established legal, political, business and social frameworks
to support securities markets, including: greater market volatility and
illiquidity, lower trading volume, delays in trading or settling portfolio
securities transactions; currency and capital controls or other government
restrictions or intervention, such as economic sanctions, expropriation, nationalization and repatriation restrictions n; greater sensitivity to interest rate changes;
pervasiveness of corruption and crime; currency exchange rate volatility;
and higher levels of inflation, deflation or currency devaluation. The
prices of securities in emerging markets can fluctuate more significantly
than the prices of securities in more developed countries. The less
developed the country, the greater effect such risks may have on an
investment. |
| ● |
Euro-Related
Risks: The Fund invests
primarily in Euro-denominated securities and thus has significant exposure
to the Euro and events affecting the Euro. The Economic and Monetary Union
(EMU) of the European Union (EU) is comprised of EU members that have
adopted the Euro. Recent market events affecting several of the EMU member
countries have adversely affected the sovereign debt issued by those
countries, and ultimately may lead to a decline in the value of the
Euro. |
| ● |
European Market
Risk: The Funds
performance will be affected by political, social and economic conditions
in Europe. The European financial markets have recently experienced
increased volatility due to concerns about high government debt levels,
rising unemployment, the future of the Euro as a common currency, the
membership status of certain countries in the EU, possible restructuring
of government debt and other government measures responding to those
concerns and fiscal and monetary controls imposed on EU member countries.
These events, which may continue to significantly impact both developed
and emerging countries throughout Europe, could negatively impact the
value and liquidity of the Funds investments. |
| ● |
Foreign Securities Risk: Investments in foreign securities are generally considered riskier than investments in U.S. securities, and are subject to additional risks, including international trade, social, political, economic and regulatory risks; fluctuating currency exchange rates; less liquid, developed or efficient trading markets; the imposition of exchange controls, confiscations and other government restrictions (e.g., sanctions or tariffs) by the United States or other countries; expropriation or confiscatory taxation; imposition of withholding or other taxes on dividend or interest payments (or, in some cases, capital gains); and different corporate disclosure and governance standards. |
65
| HSBC Euro High Yield Bond Fund (USD Hedged) |
| Summary Section |
Principal Investment Risks (continued)
| ● |
Leverage
Risk: Leverage created by
investments such as derivatives can diminish the Funds performance and
increase the volatility of the Funds net asset value. This is because
leverage tends to exaggerate the effect of any increase or decrease in the
value of the Funds portfolio securities. |
| ● |
Liquidity
Risk: The Fund may hold
illiquid securities by virtue of the absence of a readily available market
for, or a reduction in the number or capacity of market participants
making a market in, certain of its investments, or because of legal or
contractual restrictions on sales. A security may become illiquid after
purchase. The Fund could lose money if it is unable to dispose of an
investment at a time that is most beneficial to the Fund. Investments that
are illiquid or that trade in lower volumes may be more difficult to
value. |
| ● |
Market
Risk: The value of the
Funds investments may decline due to changing economic, political,
social, regulatory or market conditions. Market risk may affect a single
issuer, industry or section of the economy or it may affect the economy as
a whole. Moreover, the conditions in one country or geographic region
could adversely affect the Funds investments in a different country or
geographic region. |
| ● |
Sovereign Debt
Risk: Sovereign debt
instruments, which are instruments issued by foreign governmental
entities, are subject to the risk that the governmental entity may be
unable or unwilling to repay the principal and/or interest on its
sovereign debt due to, among other reasons, cash flow problems,
insufficient foreign currency reserves, political considerations, the size
of the governmental entitys debt relative to the size of its economy or
its failure to implement successful economic reforms. There is no legal or
bankruptcy process for collecting sovereign
debt. |
| ● |
Structured Note
Risk: Investments in
participatory, unitary and other structured notes involve risks normally
associated with a direct investment in the underlying securities. In
addition, these notes are subject to counterparty
risk. |
| ● |
Swap Risk: The use of swap agreements, which are agreements to exchange the return generated by one instrument (or index) for the return generated by another instrument (or index), and similar instruments involves risks that are different from those associated with ordinary portfolio securities transactions. Swap agreements may also subject the Fund to the risk that the counterparty to the transaction may not meet its obligations, causing the Funds value to decrease. Swaps are also particularly subject to credit, correlation, valuation, liquidity and leveraging risks. Swap agreements may also be considered illiquid. |
An investment in the Fund is not a deposit of HSBC Bank USA, N.A. and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.
Performance Information
The Fund does not have one full calendar year of investment performance. Therefore, performance information has not been presented for the Fund.
Investment Advisers
HSBC Global Asset Management (USA) Inc. is the Funds investment adviser. HSBC Global Asset Management (France) is the Funds subadviser.
66
| HSBC Euro High Yield Bond Fund (USD Hedged) |
| Summary Section |
Portfolio Manager
Investment decisions for the Fund are made by Philippe Igigabel, Portfolio Manager, Euro Credit Bonds, and Sophie Sentilhes, Portfolio Manager, Euro Credit Bonds. Each has managed the Fund since its inception in January 2016.
Purchasing and Selling Your Shares
Generally, you may purchase or redeem Fund shares on any U.S. business day (except on French and U.K. domestic holidays) by mail (HSBC Funds, PO Box 8106, Boston, MA 02266-8106), wire transfer, or telephone at 1-800-782-8183. Investors who wish to purchase, exchange or redeem Fund shares through a broker-dealer should contact the broker-dealer directly.
| Minimum | Minimum | ||||||||||
| Initial | Subsequent | ||||||||||
| Account Type | Investment* | Investment* | |||||||||
| Class A Shares | |||||||||||
| Regular (non-retirement) | $ | 1,000 | $ | 100 | |||||||
| Retirement (IRA) | $ | 250 | $ | 100 | |||||||
| Automatic Investment Plan | $ | 250 | $ | 25 | |||||||
| Class I Shares | |||||||||||
| Regular (non-retirement) | $ | 1,000,000 | $ | 0 | |||||||
* Omnibus accounts are eligible to meet the minimums at the omnibus account level.
Please see How NAV is Calculated on page 88 of this prospectus for more information regarding days on which you will not be able to purchase or redeem Fund shares.
Tax Information
The Fund intends to declare and pay dividends from net investment income, if any, at least monthly. The Funds distributions are taxable, and will be taxed as ordinary income or capital gains, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account. Such tax-deferred arrangements may be taxed later upon withdrawal of monies from those arrangements.
Payments to Broker-Dealers and Other Financial Intermediaries
If you purchase shares of the Fund through a financial intermediary, such as a broker-dealer or investment adviser, the Fund, the Adviser, the distributor and/or their affiliates may pay the intermediary for the sale of Fund shares and related services. These payments create a conflict of interest by influencing the broker-dealer or other financial intermediary and your salesperson to recommend the Fund over another investment. Ask your financial intermediary or visit your financial intermediarys Web site for more information.
67
| HSBC Funds |
| Additional Information About the Funds |
| Investment Strategies and Risks |
More About Risks and Investment Strategies
Each of the Funds is a series of the Trust. The investment objective and strategies of each Fund are non-fundamental and may be changed without shareholder approval. Shareholders will be given at least 60 days advance notice of any change in a Funds 80% investment policy. Shareholders will be given advance notice of material changes to a Funds investment objective or other non-fundamental investment policies. If there is a change in the investment objective or strategies of a Fund, shareholders should consider whether the Fund remains an appropriate investment in light of their current financial position and needs. There can be no assurance that the investment objective of a Fund will be achieved.
The Funds may, in the future, seek to achieve their respective investment objectives by investing all of their assets in a no-load, open-end management investment company having the same investment objective and policies and substantially the same investment restrictions as those applicable to the respective Fund. Such a move is not currently contemplated. For more information, see the SAI under Investment Techniques Investment Company Securities.
Each of the Emerging Markets Debt Fund, Emerging Markets Local Debt Fund, Total Return Fund, Global High Yield Bond Fund, Global High Income Bond Fund and Euro High Yield Bond Fund (USD Hedged) may purchase securities of various maturities. Duration is a measure used to determine the sensitivity of a securitys price to changes in interest rates. The longer a securitys duration, the more sensitive it will be to changes in interest rates. For example, if interest rates increase by 1%, the market price of a debt security with a positive duration of five will generally decrease by approximately 5%. Conversely, a 1% decline in interest rates will generally result in an increase of approximately 5% of that security’s market price. Similarly, a fund with a longer average portfolio duration will be more sensitive to changes in interest rates than a fund with a shorter average portfolio duration. The maturity of a security, another commonly used measure of price sensitivity, measures only the time until final payment is due, whereas duration takes into account the pattern of all payments of interest and principal on a security over time, including how these payments are affected by prepayments and by changes in interest rates, as well as the time until an interest rate is reset (in the case of variable-rate securities.)
Certain HSBC fund-of-funds and other investment products and institutional investors are permitted to invest in the Funds. As a result, the Funds may have large inflows or outflows of cash from time to time. This could have adverse effects on a Funds performance if the Fund were required to sell securities or invest cash at times when it otherwise would not do so. This activity could also accelerate the realization of capital gains and increase a Funds transaction costs.
Each Fund may seek a temporary or defensive position in response to unfavorable economic or market conditions, while waiting for suitable investment opportunities, or under other circumstances (e.g., to seek returns on excess cash) as the Adviser and/or Sub-adviser(s), as applicable, deem(s) appropriate. When a Fund is seeking a temporary or defensive position, it may invest part or all of its assets in: cash or cash equivalents, time deposits, certificates of deposit and bankers acceptances issued by a commercial bank or savings and loan association; commercial paper rated at the time of purchase by one or more NRSROs in one of the two highest categories or, if not rated, issued by a corporation having an outstanding unsecured debt issue rated high-grade by an NRSRO; short-term corporate obligations rated high-grade by an NRSRO; U.S. Government obligations; Government agency securities issued or guaranteed by U.S. Government-sponsored instrumentalities and federal agencies; repurchase agreements collateralized by the securities listed above; and both affiliated (including the HSBC U.S. Government Money Market Fund) and unaffiliated money market fund shares. A Funds investment objective may not be achieved while it is invested in a temporary or defensive position. Each Fund may also borrow money for temporary or emergency purposes.
Investment Risks of the Funds
An investment in a Fund is subject to investment risks, including the possible loss of the principal amount invested. This section provides more detailed information about the Funds investments and risks. This prospectus does not disclose all the types of securities or investment strategies that the Funds may use. The Funds SAI provides more detailed information about the securities, investment policies and risks described in this prospectus.
68
| HSBC Funds |
| Additional Information About the Funds |
| Investment Strategies and Risks |
Investment Risks of the Funds (continued)
Each of the Funds is subject to one or more of the following investment risks:
| ● Principal | Emerging | Emerging | Asia ex-Japan | Euro High | |||||
| Risk | Markets | Markets | Total | Frontier | Smaller | Global High | Global High | Global Equity | Yield Bond |
| * Additional | Debt | Local Debt | Return | Markets | Companies | Yield Bond | Income | Volatility | Fund (USD |
| Risk | Fund | Fund | Fund | Fund | Equity Fund | Fund | Bond Fund | Focused Fund | Hedged) |
| Risk | |||||||||
| Allocation | * | * | * | * | * | * | * | * | * |
| Asia | ● | ||||||||
| Commodity- | |||||||||
| Related | * | * | * | ● | * | * | * | * | |
| Investments | |||||||||
| Convertible Bond |
* | ● | * | * | ● | ● | ● | ||
| Counterparty | ● | ● | ● | ● | ● | ● | ● | ● | ● |
| Currency | ● | ● | ● | ● | ● | ● | ● | ● | ● |
| Custody | ● | ● | ● | ● | ● | ● | ● | ● | ● |
| Debt Instruments |
● | ● | ● | ● | ● | ● | |||
| Depositary Receipt |
● | ● | ● | ||||||
| Derivatives | ● | ● | ● | ● | ● | ● | ● | ● | ● |
| Emerging Markets |
● | ● | ● | ● | ● | ● | ● | ● | ● |
| Emerging | |||||||||
| Market and | |||||||||
| Frontier | * | * | * | * | * | * | * | * | * |
| Market Tax | |||||||||
| Equity Securities |
* | ● | ● | ● | |||||
| Euro-Related | |||||||||
| Risks | ● | ||||||||
| European Market Risk |
* | ● | |||||||
| Exchange- Traded Fund |
* | * | ● | * | ● | * | * | * | * |
| Financial Services |
● | ||||||||
| Foreign Securities |
● | ● | ● | ● | ● | ● | ● | ● | ● |
69
| HSBC Funds |
| Additional Information About the Funds |
| Investment Strategies and Risks |
Investment Risks of the Funds (continued)
| ● Principal | Emerging | Emerging | Asia ex-Japan | Euro High | |||||
| Risk | Markets | Markets | Total | Frontier | Smaller | Global High | Global High | Global Equity | Yield Bond |
| * Additional | Debt | Local Debt | Return | Markets | Companies | Yield Bond | Income | Volatility | Fund (USD |
| Risk | Fund | Fund | Fund | Fund | Equity Fund | Fund | Bond Fund | Focused Fund | Hedged) |
| Risk | |||||||||
| Frontier | |||||||||
| Market | ● | ||||||||
| Countries | |||||||||
| Fund Closure | * | ||||||||
| Industry Concentration |
● | ● | ● | ||||||
| Investment Access |
* | * | * | * | * | * | * | * | * |
| Large Scale Redemption |
* | * | * | * | * | * | * | * | * |
| Leverage | ● | ● | ● | ● | ● | ● | |||
| Liquidity | ● | ● | ● | ● | ● | ● | ● | ● | ● |
| Low
Volatility Strategy |
● | ||||||||
| Market Access Timing |
* | * | * | * | * | * | * | * | * |
| Market | ● | ● | ● | ● | ● | ● | ● | ● | ● |
| Mortgage- and | |||||||||
| Asset-Backed | * | * | * | ● | ● | * | |||
| Securities | |||||||||
| Non- Diversification |
● | ● | ● | ||||||
| Portfolio Turnover |
* | * | * | * | * | * | * | * | * |
| Regulatory | * | * | * | * | * | * | * | * | * |
| Short Position | ● | ||||||||
| Sovereign Debt |
● | ● | ● | ● | ● | ● | |||
| Structured Note |
● | ● | * | ● | |||||
| Swap | ● | ● | ● | ● | ● | * | ● | ||
| Temporary | |||||||||
| Defensive | * | * | * | * | * | * | * | * | * |
| Position Risk |
70
| HSBC Funds |
| Additional Information About the Funds |
| Investment Strategies and Risks |
Investment Risks of the Funds (continued)
| ● Principal | Emerging | Emerging | Asia ex-Japan | Euro High | |||||
| Risk | Markets | Markets | Total | Frontier | Smaller | Global High | Global High | Global Equity | Yield Bond |
| * Additional | Debt | Local Debt | Return | Markets | Companies | Yield Bond | Income | Volatility | Fund (USD |
| Risk | Fund | Fund | Fund | Fund | Equity Fund | Fund | Bond Fund | Focused Fund | Hedged) |
| Risk | |||||||||
| Underlying | |||||||||
| Fund | * | * | * | * | * | * | * | * | * |
| Selection | |||||||||
| When-Issued Securities |
* | ● | * | * | * |
| ● | Allocation Risk: A Funds portfolio manager may favor one or more types of
investments, assets, sectors or geographic regions that underperform other
investments, assets, sectors, geographic regions or the securities markets
as a whole. As a result, an investor may lose
money. |
| ● | Asia Risk:
The Asia ex-Japan Smaller Companies Equity Funds performance is expected
to be closely tied to the social, political, economic and regulatory
developments within Asia and to be more volatile than the performance of a
more geographically diversified mutual fund. Increased social and
political tension in some Asian countries, including long-running border
and diplomatic disputes with neighboring countries or the international
community, could cause economic and market instability throughout the
region and significantly impact the value of your investment. Moreover,
the economies of countries in Asia, including China, differ from the U.S.
economy in several ways, including the rate of growth, reliance on a small
number of industries or natural resources, rates of inflation, capital
reinvestment and balance of payments position. As export-driven economies,
the economies of these countries are affected by developments in the
economies and trade policies of their principal trading partners,
including the U.S. Furthermore, flooding, monsoons and other natural
disasters also can significantly affect the value of investments. Chinas
governmental actions and the actions of other governments located in the
region can also have a significant effect on the economic conditions in
other Asian countries, which could adversely affect the value and
liquidity of investments. Although the Chinese and other regional
governments have recently begun to institute legal and economic reform
policies, there can be no assurances that they will continue to pursue
such policies or, if they do, that such policies will succeed. Political
changes, social instability and adverse diplomatic developments in China
(and the actions of other governments located in the region, including
North Korea) could result in armed conflict and the imposition of
additional government restrictions, including economic sanctions,
expropriation of assets, confiscatory taxes, repatriation restrictions or nationalization of some or
all of the property held by issuers (or affiliates of issuers) of
instruments in which the Fund may invest. |
| ● | Commodity-Related Investments Risk: Exposure to the commodities markets,
including investments in companies in commodity-related industries, may
subject a Fund to greater volatility than investments in traditional
securities. The value of commodity-related investments may be affected by
changes in overall market movements, commodity index volatility or supply
or demand for the commodity, domestic and foreign political, regulatory or
economic events, adverse weather, disease, discoveries of additional
reserves of the commodity, embargoes, tariffs and changes in interest
rates or expectations regarding changes in interest
rates. |
| ● | Convertible Bond Risk. Convertible bonds are subject to the risks
of equity securities when the underlying stock price is high relative to
the conversion price (because more of the securitys value resides in the
conversion feature) and debt instruments when the underlying stock price
is low relative to the conversion price (because the conversion feature is
less valuable). A convertible bond is not as sensitive to interest rate
changes as a similar non-convertible debt instrument, and generally has
less potential for gain or loss than the underlying equity security.
|
| CoCo bonds are hybrid bonds typically issued by banks. When the issuers capital ratio falls below a specified trigger level, or in a regulators discretion depending on the regulators judgment about the issuers solvency prospects, a CoCo bond may be written down, written off or converted into an equity security. Due to the contingent write-down, write-off and conversion feature, CoCo bonds may have substantially greater risk than other securities in times of financial stress. If the trigger level is breached, the issuers decision to write down, write off or convert a CoCo bond may be outside a Funds control. Any such action could have an adverse effect on a Funds returns, and the Fund may suffer a complete loss on an investment in CoCo bonds with no chance of recovery even if the issuer remains in existence. The Emerging Markets Debt Fund, Total Return Fund and Global High Income Bond Fund may each invest up to 10% of their total assets in CoCo bonds. The Global High Yield Bond Fund and Euro High Yield Bond Fund (USD Hedged) may each invest up to 15% of their total assets in CoCo bonds. |
71
| HSBC Funds |
| Additional Information About the Funds |
| Investment Strategies and Risks |
Investment Risks of the Funds (continued)
| ● | Counterparty Risk: When a Fund enters into an investment
contract, such as a derivative or a structured note, the Fund is exposed
to the risk that the other party to the contract will not fulfill its
contractual obligations. For example, in a repurchase agreement, in which
a Fund buys a security from a seller that agrees to repurchase the
security at an agreed upon price and time, the seller may not repurchase
the security. |
| ● | Currency Risk: Fluctuations in exchange rates between the
U.S. dollar and foreign currencies, or between various foreign currencies,
may negatively affect a Funds performance. Adverse changes in exchange
rates may erode or reverse any gains produced by foreign-currency
denominated investments and may widen any losses. Currency exchange rates
can be volatile and can be affected by, among other factors, the actions
or inactions by U.S. or foreign governments, central banks or
supranational entities, the imposition of currency controls, speculation,
or general economic or political developments in the U.S. or a foreign
country. A Fund may seek to reduce currency risk by hedging part or all of
its exposure to various foreign currencies; however, even if such hedging
techniques are employed, there is no assurance that they will be
successful. |
| ● | Custody Risk: The Funds invest in securities markets that
are less developed than those in the U.S., which may expose the Funds to
risks in the process of clearing and settling trades and the holding of
securities by foreign banks, agents and depositories. The laws of certain
countries may place limitations on the ability to recover assets if a
foreign bank, agent or depository enters bankruptcy. In addition, low
trading volumes and volatile prices in less developed markets may make
trades more difficult to complete and settle, and governments or trade
groups may compel local agents to hold securities with designated foreign
banks, agents and depositories that may be subject to little or no
regulatory oversight or independent evaluation. Local agents are held only
to the standards of care of their local markets. |
| ● | Debt Instruments Risk: The risks of investing in debt instruments
include: |
| ● | Credit Risk: A Fund could lose money if an issuer or
guarantor of a debt instrument is unable or unwilling to make timely
payments of interest or principal or enters bankruptcy. Furthermore, the
value of a debt instrument may decline if the market believes that the
issuer or guarantor is unable or unwilling to make such payments on time.
Changes in economic conditions could cause issuers or guarantors of these
instruments to be unable or unwilling to meet their financial obligations.
This risk is greater for lower-quality bonds than for bonds that are
investment grade. |
| ● | Extension Risk: The risk that during periods of rising
interest rates, borrowers pay off their debt later than expected,
preventing a Fund from reinvesting principal proceeds at higher interest
rates, increasing the Funds sensitivity to changes in interest rates and
resulting in less income than potentially available.
|
| ● | High-Yield Securities (Junk Bond)
Risk: High-yield securities
(sometimes called junk bonds) are typically rated below investment grade
by one or more of the rating agencies or, if not rated, are determined to
be of equivalent quality. High-yield securities are considered speculative
investments that have significantly higher credit risk than
investment-grade securities and tend to be less marketable (i.e., less
liquid) than higher-rated securities. The prices of high-yield securities,
which may be more volatile and less liquid than higher rated securities of
similar maturity, may be more vulnerable to adverse market, economic or
political conditions, or the expectation of adverse market, economic or
political conditions. High-yield securities, which are typically issued by
smaller, less credit worthy companies or by highly indebted companies, pay
investors a premium (i.e., a higher
interest rate or yield) because of the increased risk of loss.
|
| ● |
Interest Rate Risk: Fluctuations in interest rates may affect the yield, liquidity and value of investments in income-producing or debt instruments. Generally, if interest rates rise, the value of such investments will fall. During periods of falling interest rates, borrowers may pay off their debt sooner than expected, forcing the reinvestment of principal proceeds at lower interest rates, resulting in less interest income. Conversely, during periods of rising interest rates, borrowers may pay off their debt later than expected, thereby preventing reinvestment of principal proceeds at higher interest rates, increasing a Funds sensitivity to changes in interest rates and resulting in less income to a Fund than potentially available. Interest rate changes can be sudden and unpredictable, and a Fund may lose money if these changes are not anticipated by the Adviser and/or Subadviser. A wide variety of factors can cause interest rates to rise (e.g., central bank monetary policies, inflation rates, general economic conditions, etc.). The risks associated with rising interest rates are heightened given that interest rates are near historic lows, but may increase in the future, with unpredictable effects on the markets and a Funds investments. Following the financial crisis in 2007, the Board of Governors of the Federal Reserve System (the Federal Reserve) has attempted to stabilize the U.S. economy and support the U.S. economic recovery by keeping the federal funds rate at or near zero percent. However, as the Federal Reserve raises the federal funds rate, these policy changes may expose debt instrument and related markets to heightened volatility and may reduce liquidity for certain Fund investments, which could cause the value of a Funds investments and share price to decline. To the extent a Fund experiences high redemptions because of these policy changes, a Fund may experience increased portfolio turnover, which will increase the costs that a Fund incurs and may lower a Funds performance. The liquidity levels of a Funds portfolio may also be affected. |
72
| HSBC Funds |
| Additional Information About the Funds |
| Investment Strategies and Risks |
Investment Risks of the Funds (continued)
| ● | Inventory Risk: The market-making capacity in debt markets
has declined as a result of reduced broker-dealer inventories relative to
fund assets, reduced broker-dealer proprietary trading activity and
increased regulatory capital requirements for financial institutions such
as banks. Because market makers provide stability to a market through
their intermediary services, a significant reduction in dealer
market-making capacity has the potential to decrease liquidity and
increase volatility in the debt markets. A decrease in liquidity may
negatively affect the ability of a Fund to pay redemption proceeds within
the allowable time period. |
| ● | Prepayment Risk: During periods of falling interest rates,
borrowers may pay off their debt sooner than expected, forcing a Fund to
reinvest the principal proceeds at lower interest rates, resulting in less
income. |
| ● |
Depositary Receipt Risk: A Funds investments may take the form of sponsored and unsponsored depositary receipts, which include American depositary receipts (ADRs), global depositary receipts (GDRs) and European depositary receipts (EDRs). GDRs and EDRs are receipts issued by foreign banks or trust companies, or foreign branches of U.S. banks, that represent an interest in shares of either a foreign or U.S. corporation. Depositary receipts involve many of the same risks of investing directly in foreign securities, including, for example, risks related to adverse political and economic developments unique to a country or region, currency fluctuations or controls and the possibility of expropriation, nationalization or confiscatory taxation. Depositary receipts also involve risks not experienced when investing directly in the equity securities of an issuer. ADRs may be less liquid than the underlying shares in their primary foreign trading market. Investment restrictions in certain countries also may adversely affect the value of ADRs because such restrictions may limit the ability to convert foreign equity securities into ADRs and vice versa. Such restrictions may cause the equity securities of the foreign company to trade at a discount or premium to the market price of the related ADR. Unsponsored depositary receipts may not provide as much information about the underlying issuer and may not carry the same voting privileges as sponsored depositary receipts. Unsponsored depositary receipts are issued by one or more depositaries in response to market demand, but without a formal agreement with the company that issues the underlying securities. Holders of an unsponsored depositary receipt generally bear all the costs associated with establishing the unsponsored depositary receipt. The issuers of the securities underlying unsponsored depositary receipts are not obligated to disclose material information in the U.S. and, therefore, there may be less information available regarding such issuers and there may not be a correlation between such information and the market value of the depositary receipts. Additionally, to the
extent the value of a depositary receipt held by a Fund fails to track
that of the underlying security, the use of the depositary receipt may
result in tracking error in such Fund. |
| ● |
Derivatives Risk: The term derivatives covers a broad range of investments, including swaps, futures and currency forwards. In general, a derivative refers to any financial instrument whose value is derived, at least in part, from the price of another security or a specified index, asset or rate. The use of derivatives presents risks different from, and possibly greater than, the risks associated with investing directly in traditional securities. The use of derivatives can lead to losses because of adverse movements in the price or value of the underlying asset, index or rate, which may be magnified by certain features of the derivatives. These risks are heightened when the Adviser or Subadviser uses derivatives to enhance a Funds return or as a substitute for a position or security, rather than solely to hedge (or offset) the risk of a position or security held by a Fund. The success of the Advisers or Subadvisers derivatives strategies will also be affected by the ability of the Adviser or Subadviser, as applicable, to assess and predict the impact of market or economic developments on the underlying asset, index or rate and the derivative itself, without the benefit of observing the performance of the derivative under all possible market conditions. Derivatives involve the risk of mispricing or improper valuation and the risk that changes in the value of the derivative may not correlate perfectly with the underlying asset, index or rate. Certain derivative positions may be difficult to close out when a Funds portfolio manager may believe it would be appropriate to do so. Also, suitable derivative transactions may not be available in all circumstances and there can be no assurance that a Fund will engage in these transactions to reduce exposure to other risks when that would be beneficial. In December 2015, the SEC proposed new regulations relating to a mutual funds use of derivatives and related instruments. If these or other regulations are adopted, they could significantly limit or impact a Funds ability to invest in derivatives and other instruments and adversely affect the Funds performance and ability to pursue its investment objectives. |
73
| HSBC Funds |
| Additional Information About the Funds |
| Investment Strategies and Risks |
Investment Risks of the Funds (continued)
| ● | Emerging Markets Risk: A Funds investments in emerging market
countries are subject to all of the risks of foreign investing generally,
and have additional heightened risks due to a lack of established legal,
political, business and social frameworks to support securities markets.
Investments in emerging markets are subject to a greater risk of loss than
investments in a developed market. This is due to, among other things,
greater market volatility and illiquidity, lower trading volume, delays in
trading or settling portfolio securities transactions; currency and
capital controls or other government restrictions or intervention, such as
the imposition of economic sanctions, repatriation restrictions and tariffs or the expropriation and
the nationalization of private assets, companies or industries; greater
sensitivity to interest rate changes; pervasiveness of corruption and
crime; currency exchange rate volatility; and higher levels of inflation,
deflation or currency devaluation. In addition, the financial stability of
issuers (including governments) in emerging market countries may be more
precarious than in other countries, and rising interest rates, combined
with widening credit spreads, could negatively impact the value of
emerging market debt and increase the funding costs of such issuers. As a
result, there will tend to be an increased risk of price volatility in a
Funds investments in instruments with exposure to emerging market
countries, which may be magnified by currency fluctuations relative to the
U.S. dollar. Settlement practices for transactions in foreign markets may
differ from those in U.S. markets. Such differences include delays beyond
periods customary in the United States and practices that could result in
losses, such as delivery of securities prior to receipt of payment, which
increase the likelihood of a failed settlement. |
| ● | Emerging Market and Frontier Market
Countries Tax Risk: Changes in
the political climate in emerging market and frontier market countries may
result in significant shifts in taxation of foreign investors such as a
Fund. These changes may result in changes to legislation, the
interpretation of legislation, or the granting of the benefit of tax
exemptions or international tax treaties to foreign investors. The effect
of such changes can be retroactive and may (if they occur) negatively
affect a Funds performance. |
|
Proceeds from the sale of securities in some markets, or the receipt of any dividends or other income, may be or may become subject to tax, levies, duties or other fees or charges imposed by the authorities in that market. This may include taxes levied by withholding at source and/or specific taxes or charges on a Funds investments. Tax law and practice in certain markets in which a Fund currently invests or may invest in is not clearly established. It is possible that the current interpretation of tax law or understanding of practice might change, or that tax law might be changed with retroactive effect. It is possible that a Fund could become subject to additional taxation that is not anticipated either at the date of this prospectus or when investments are made, valued or disposed of. In the event that new investments into a Fund may result in tax levies that significantly disadvantage the Funds existing shareholders, the Adviser and the Fund will consider what, if any, actions should be taken, including possibly closing the Fund to new investors. Under Hong Kong tax law,
funds resident outside of Hong Kong are exempted from Hong Kong profits
tax provided certain conditions are met. It is intended that the affairs
of the Funds will be conducted in accordance with the conditions for
exemption from profits tax, however, the Funds can offer no guarantee that
such exemption will be obtained in every
instance. | |
| ● | Equity Securities Risk: The prices of equity securities fluctuate
from time to time based on changes in a companys financial condition or
overall market and economic conditions. Individual companies may report
poor results or be negatively affected by industry and/or economic trends
and developments, and the prices of equity securities issued by such
companies may suffer a decline in response. These factors contribute to
price volatility, which is the principal risk of investing in funds that
primarily hold, directly or indirectly, equity securities. Historically,
the equity markets have moved in cycles and investments in equity
securities and equity derivatives in general are subject to market risks
that may cause their prices to fluctuate over time. As a result, the value
of equity securities may fluctuate drastically from day to day, as the
market price of such securities increases or decreases. Equity securities
have greater price volatility than debt instruments. Equity securities that are traded in the over-the-counter markets (rather that a security exchange) are generally less liquid and generally subject to less onerous corporate disclosure and governance standards. The risks of
investing in equity securities also
include: |
| ● |
Capitalization Risk: Stocks of large capitalization companies may be volatile in the event of earnings disappointments or other financial developments. Large capitalization stocks can perform differently from other segments of the equity market or the equity market as a whole. Large capitalization companies may also be less flexible in evolving markets or unable to implement change as quickly as small or medium capitalization companies. Stocks of medium and smaller capitalization companies may involve greater risks due to limited product lines and market and financial or managerial resources. Stocks of these companies may also be more volatile, more difficult to value accurately, less liquid and subject to the potential for greater declines in stock prices in response to selling pressure. Stocks of smaller capitalization companies generally have more risk than medium capitalization companies. Small capitalization stocks tend to perform differently from other segments of the equity market or the equity market as a whole, and can be more volatile than stocks of medium or large capitalization companies. Small-capitalization companies may be newer or less established. |
74
| HSBC Funds |
| Additional Information About the Funds |
| Investment Strategies and Risks |
Investment Risks of the Funds (continued)
| ● | Issuer Risk: The value of a security may fluctuate for a
variety of reasons that relate to the issuer, including, but not limited
to, earnings prospects and overall financial position, management
performance and reduced demand for the issuers products and services.
|
| ● | Euro-Related Risks: The Euro High Yield Bond Fund invests
primarily in Euro-denominated securities and thus has significant exposure
to the Euro and events affecting the Euro. Recent market events affecting
several of the EMU member countries have adversely affected the sovereign
debt issued by those countries and weakened the banking and financial
sectors of many European countries. In addition, due to large public
deficits, some European countries may be dependent on assistance from
other European governments and institutions or multilateral agencies and
offices. Assistance may be dependent on a countrys implementation of
reforms or reaching a certain level of performance. Failure to reach those
objectives or an insufficient level of assistance could result in a deep
economic downturn that could significantly affect the value of the Funds
European investments and ultimately may lead to a decline in the value of
the Euro. There is also a possibility that certain EMU member countries
could abandon the Euro and return to a national currency and/or that the
Euro will cease to exist as a single currency in its current form, which
would pose special challenges for the financial markets and particularly
for funds with Euro-denominated holdings and derivatives involving the
Euro. The effects of such an abandonment or a countrys forced expulsion
from the Euro on that country, the rest of the EMU, and global markets are
impossible to predict, but are likely to be negative and far reaching.
Such an event could lead to diminished market liquidity, and negatively
impact the Funds ability to settle trades or assign values to its
investments, which could have a significant adverse affect on the Funds
performance. |
| ● | European Market Risk: The Euro High Yield Bond and Global Equity
Volatility Focused Funds performance will be affected by political,
social and economic conditions in Europe. The European financial markets
have recently experienced increased volatility due to concerns about high
government debt levels of several European countries. Ongoing concerns
over the rising debt levels and slowing economic growth among European
countries, combined with uncertainties in European financial markets,
including feared or actual failures in the banking system and the possible
break-up of the EMU and Euro currency, may adversely affect interest rates
and the prices of securities across Europe and potentially other markets
as well. These events may increase volatility, liquidity and currency
risks associated with investments in Europe. In addition, responses to the
financial problems by European governments, central banks and others,
including austerity measures and reforms, may not be successful and could
lead to social unrest, limited future growth and economic recovery or have
other unintended consequences. |
| In a June 2016 referendum, citizens of the
United Kingdom voted to leave the EU. It is expected that the United Kingdom will formally withdraw from the EU
(commonly known as Brexit), a process that may take up to two years once
formally initiated. During this period and beyond, the impact on the
United Kingdom and European economies and the broader global economy could
be significant and could, among other outcomes, result in increased
volatility and illiquidity, potentially lower economic growth and
decreased asset valuations. Brexit may have a negative impact on the
economy and currency of the United Kingdom as a result of anticipated or
actual changes to the United Kingdoms economic and political relations
with the EU. Brexit may also have a destabilizing impact on the EU and the
Euro to the extent other member states similarly seek to withdraw from the
union. Any further exits from the EU, or the possibility of such exits,
would likely cause additional market disruption globally and introduce new
legal and regulatory uncertainties. Any or all of these challenges may
affect the value of a Funds investments economically tied to the United
Kingdom or the EU. | |
| ● | Exchange-Traded Fund Risk: Investments in ETFs are generally intended to assist a Fund track the return of the particular market segments or indices that are represented by the ETFs. The risks of owning shares of an ETF generally reflect the risks of owning the underlying securities the ETF is designed to track, although lack of liquidity in the market for an ETFs shares could result in the ETF being more volatile than the underlying portfolio of securities. Disruptions in the markets for the securities underlying ETFs purchased or sold by a Fund could result in losses on the Funds investments. ETFs also have their own management fees and other fees and expenses, which a Fund bears in addition to its own expenses. In addition, an ETF may fail to accurately track the market segment or index that underlies its investment objective, and is subject to the risk that the market price of the ETFs shares may trade at a premium or a discount to their net asset value, especially during times of high market volatility; an active trading market for an ETFs shares may not develop or be maintained; and there is no assurance that the requirements of the exchange necessary to maintain the listing of an ETF will continue to be met or remain unchanged. |
75
| HSBC Funds |
| Additional Information About the Funds |
| Investment Strategies and Risks |
Investment Risks of the Funds (continued)
| ● | Financial Services Risk: The Frontier Markets Funds investments in
the financial services group of industries may be particularly affected by
economic cycles, interest rate changes, and business developments and
regulatory changes applicable to the financial services group of
industries. For example, declining economic and business conditions can
disproportionately impact companies in the financial services group of
industries due to increased defaults on payments by borrowers. Interest
rate increases can also adversely affect financial services companies by
increasing their cost of capital. In addition, financial services
companies are heavily regulated and, as a result, political and regulatory
changes can affect the operations and financial results of such companies,
potentially imposing additional costs and possibly restricting the
businesses in which such companies may engage. |
| ● |
Foreign Securities Risk: Investments in foreign securities are generally considered riskier than investments in U.S. securities, and are subject to additional risks, including international trade, social, political, economic and regulatory risks; fluctuating currency exchange rates; less liquid, developed or efficient trading markets; the imposition of exchange controls, confiscations and other government restrictions and controls (e.g., sanctions and tariffs) by the United States or other countries; expropriation or confiscatory taxation; imposition of withholding or other taxes on dividend or interest payments (or, in some cases, capital gains); and different corporate disclosure and governance standards. Securities of emerging market issuers generally have more risk than securities issued by issuers of more developed markets. Foreign issuers are generally not subject to the same degree of regulations as U.S. issuers, and political changes could adversely affect a Funds investments in a foreign country. In addition, the lack of regulatory controls may expose a Fund to additional risks. Securities markets of
many foreign countries are relatively small, with a limited number of
companies representing a smaller number of industries. To the extent a
Funds investments in a single country or a group of countries represent a
larger percentage of the Funds assets, the Funds performance may be
adversely affected by the economic, political and social conditions in
that country or group of countries. Each Funds annual and semi-annual
reports to shareholders disclose the extent to which the Funds invest in a
particular group of countries. |
| ● | Frontier Market Countries Risk: Frontier market countries, which includes
Bangladesh, Pakistan, Sri Lanka and Vietnam, generally have smaller
economies and even less developed capital markets or legal, regulatory and
political systems than traditional emerging markets. As a result, the
risks of investing in emerging market countries are magnified in frontier
market countries. Frontier market economies are less correlated to global
economic fluctuations than developed economies and have low trading
volumes and the potential for extreme price volatility and illiquidity.
The government of a frontier market country may exercise substantial
influence over many aspects of the private sector, including by
restricting foreign investment, which could have a significant effect on
economic conditions in the country and the prices and yields of securities
in the Frontier Markets Funds portfolio.
Economies in frontier
market countries generally are heavily dependent upon international trade
and, accordingly, have been and may continue to be adversely affected by
trade barriers, exchange controls, managed adjustments in relative
currency values and other protectionist measures imposed or negotiated by
the countries with which they trade. These economies also have been and
may continue to be affected adversely by economic conditions in the
countries with which they trade. Brokerage commissions, custodial services
and other costs relating to investment in frontier market countries
generally are more expensive than those relating to investment in more
developed markets. The risk also exists that an emergency situation may
arise in one or more frontier market countries as a result of which
trading of securities may cease or may be substantially curtailed and
prices for investments in such markets may not be readily available.
|
| ● | Fund Closure Risk: As a result of the Asia ex-Japan Smaller
Companies Equity Funds combined U.S. and non-U.S. holiday schedule,
investors periodically may not be able to purchase or redeem Fund shares
for several consecutive weekdays, even though the Funds portfolio
securities may change significantly in value. This may prevent an investor
from fully benefiting from gains in the Fund and may also prevent an
investor from avoiding losses in the Fund. |
| ● | Industry Concentration Risk: The Frontier Markets Fund will invest more than 25% of its total assets in securities issued by companies in the financial services group of industries, including banks, broker-dealers, insurance companies and finance companies (e.g., automobile finance). The Asia ex-Japan Smaller Companies Equity Fund and the HSBC Global Equity Volatility Focused Fund will not invest more than 25% of their total assets in the securities of one or more issuers conducting their principal business activities in the same industry, except that, to the extent that an industry represents 20% or more of a Funds benchmark index at the time of investment, that Fund may invest up to 35% of its assets in that industry. Concentrating Fund investments in a limited number of issuers conducting business in the same industry would subject a Fund to a greater risk of loss as a result of adverse economic, political, environmental, regulatory or market conditions affecting that industry than if its investments were not so concentrated. |
76
| HSBC Funds |
| Additional Information About the Funds |
| Investment Strategies and Risks |
Investment Risks of the Funds (continued)
| ● | Investment Access Risk: The Adviser and Subadvisers may invest in
the same securities as the Funds on behalf of their other clients, and
affiliates of the Adviser and Subadvisers may underwrite issuances of
these securities. At times, regulatory restrictions or a lack of
sufficient quantities of certain securities may mean that the Funds are
precluded from investing in, or may be limited in its investment in,
securities that the Adviser or Subadvisers would otherwise wish to
purchase for the Funds. This loss of opportunity may result in lower
returns for the Funds than if the Adviser and Subadvisers were not subject
to these restrictions or lack of access. |
| ● | Large Scale Redemption Risk: Certain HSBC fund-of-funds and other
investment products and institutional investors are permitted to invest in
the Funds. As a result, a Fund may experience redemptions resulting in
large outflows of cash from time to time. This could have adverse effects
on a Funds performance if the Fund were required to sell securities at
times when it otherwise would not do so. This activity could also
accelerate the realization of capital gains or losses and increase a
Funds transaction costs or decrease the liquidity of a Funds portfolio.
Similarly, large purchases of Fund shares may adversely affect a Funds
performance to the extent that the Fund is delayed in investing new cash
and is required to maintain a larger cash position than it ordinarily
would. Large purchases of Fund shares could also result in a Funds current expenses being allocated over a smaller asset base, leading to an increase in the Funds expense ratio. Although large shareholder transactions may be more frequent under
certain circumstances, a Fund is generally subject to the risk that a
large shareholder can purchase or redeem a significant percentage of Fund
shares at any time. Moreover, a Fund is subject to the risk that other
shareholders may make investment decisions based on the choices of a large
shareholder, which could exacerbate any potential negative effects
experienced by a Fund. |
| ● | Leverage Risk: Certain transactions may give rise to a
form of leverage. Such transactions may include derivatives. The use of
reverse repurchase agreements and when-issued, delayed delivery or forward
commitment transactions may also create leverage. The use of leverage may
cause a Fund to liquidate portfolio positions when it may not be
advantageous to do so. Leveraging, including borrowing, may cause a Fund
to be more volatile than if a Fund had not been leveraged. This is because
leverage tends to increase a Funds exposure to market risk, interest rate
risk or other risks by, in effect, increasing assets available for
investment. |
| ● | Liquidity Risk: A Fund may not be able to sell some or all
of its investments at desired prices, or may be unable to sell investments
at all, due to a lack of demand in the market for, or a reduction in the
number or capacity of market participants making a market in, such
investments. Additionally, a Fund may, at times, hold illiquid securities,
by virtue of the absence of a readily available market for certain of its
investments, or because of legal or contractual restrictions on sales. A
Fund will not make investments in illiquid securities to the extent that
it would hold 15% of its net assets in securities deemed to be illiquid
following the investment. A Fund could lose money if it is unable to
dispose of an investment at a time that is most beneficial to the Fund,
which could prevent a Fund from taking advantage of other investment
opportunities. Investments that are illiquid or that trade in lower
volumes may be more difficult to value, particularly during changing
economic, political or market conditions. Liquidity risk may be magnified
in a rising interest rate environment, when credit quality is
deteriorating or in other circumstances where investor redemptions may be
higher than normal. A security may become illiquid after purchase.
|
| ● | Low Volatility Strategy Risk: The HSBC Global Equity Volatility Focused
Funds techniques for limiting portfolio volatility may or may not be
successful, may cause the Funds portfolio to underperform its benchmark
or may cause the Fund to lose money. |
| ● | Market Access Timing Risk: Due to the time zone differences in global
markets, a Fund may be subject to market access timing risk in relation to
shareholder purchases and redemptions. For example, a Fund may be delayed
in investing cash proceeds from shareholder purchases, which could require
the Fund to maintain a larger cash position than it ordinarily would and
adversely affect the Funds performance. Similarly, a Fund may be delayed
in disposing of securities to meet shareholder redemptions.
|
| ● | Market Risk: The value of a Funds investments may decline due to changing economic, political, social, regulatory or market conditions. Issuer, political, economic, regulatory, social or market developments can affect a single issuer, issuers within an industry or economic sector or geographic region, or the market as a whole. In the short term, a Funds investments can fluctuate dramatically in response to these developments. Different parts of the market and different types of securities can react differently to these developments. Moreover, the conditions in one country or geographic region could adversely affect a Funds investments in a different country or geographic region due to increasingly interconnected global economies and financial markets. Even when markets perform well, there is no assurance that the investments held by a Fund will increase in value along with the broader market. In addition, market risk includes the risk that geopolitical events will disrupt the economy on a regional, national or global level. For instance, terrorism, regional conflicts, market manipulation, government defaults, government shutdowns, and natural/environmental disasters can all negatively impact the securities markets, which could cause the Funds to lose value. Any market disruptions could also prevent a Fund from executing advantageous investment decisions in a timely manner. Funds that have focused their investments in a region enduring geopolitical market disruption will face higher risks of loss. Thus, investors should closely monitor current market conditions to determine whether a specific Fund meets their individual financial needs and tolerance for risk. |
77
| HSBC Funds |
| Additional Information About the Funds |
| Investment Strategies and Risks |
Investment Risks of the Funds (continued)
| ● | Mortgage- and Asset-Backed Securities:
Mortgage- and asset-backed
securities are debt instruments that are secured by interests in pools of
mortgage loans or other financial assets, such as credit card or
automobile receivables. The value of these securities will be influenced
by the factors affecting the assets underlying such securities, changes in
interest rates, changes in default rates of borrowers and private insurers
or deteriorating economic conditions. During periods of declining asset
values, mortgage- and asset-backed securities may be difficult to value or
become more volatile and/or illiquid. The risk of default is generally
higher in the case of securities backed by loans made to borrowers with
sub-prime credit metrics. If market interest rates increase
substantially and a Funds adjustable-rate securities are not able to
reset to market interest rates during any one adjustment period, the value
of the Funds holdings and its net asset value may decline until the
adjustable-rate securities are able to reset to market rates. In the event
of a dramatic increase in interest rates, the lifetime limit on a
securitys interest rate may prevent the rate from adjusting to prevailing
market rates. In such an event the security could underperform and affect
a Funds net asset value. In addition, mortgage-backed securities can be
highly sensitive to rising interest rates, such that even small movements
can cause an investing Fund to lose value. Mortgage- and asset-backed
securities are subject to interest rate, prepayment, extension, market,
and credit risks, all of which are described elsewhere in this prospectus.
Asset-backed securities may not have the benefit of a security interest in
collateral comparable to that of mortgage assets, resulting in additional
credit risk. |
| ● | Non-Diversification Risk: Focusing investments in a small number of issuers, industries, foreign currencies or particular countries or regions increases risk. Certain Funds are “non-diversified” and may invest a greater percentage of their assets in the securities of a single issuer than a fund that is “diversified.” Funds that invest in a relatively small number of
issuers are more susceptible to risks associated with a single economic, political or regulatory occurrence than a more diversified portfolio might be. The decline in value of one security will impact the Funds to a greater degree than if the Funds were more broadly diversified. Similarly, the Funds may be more sensitive to adverse economic, business, regulatory or political developments if they invest a substantial portion of their assets in issuers located in or with exposure to the same country or region. |
| ● | Portfolio Turnover: Each Fund is actively managed and, in some
cases, a Funds portfolio turnover may exceed 100%. A higher rate of
portfolio turnover increases brokerage and other expenses, which must be
borne by a Fund and its shareholders and may result in a lower net asset
value. High portfolio turnover (over 100%) also may result in the
realization of substantial net short-term capital gains, which when
distributed are taxable to shareholders. The trading costs and tax effects
associated with turnover may adversely affect a Funds
performance. |
| ● |
Regulatory Risk: Entities
that are part of banking organizations, such as the Adviser and its
affiliates, are subject to extensive government regulation. Government
regulation may change frequently and may have significant effects,
including limiting the ability of the Adviser and its affiliates from
engaging in certain trading activities, which may adversely impact the
Funds. For example, the so-called Volcker Rule prohibits the Adviser and
its affiliates from engaging in certain trading activities. A Fund may be
adversely impacted by this rule if the Adviser or its affiliates own 25%
or more of the Funds shares outside of any seeding period permitted by
the rule. These restrictions may prevent a Fund from maintaining
sufficient seed capital and may cause the Fund to liquidate at the end of
the period if the Fund is not able to achieve sufficient scale. Funds that
are not managed by entities that are part of banking organizations are not
subject to these limitations. |
| ● | Short Position Risk: A
short sale involves the sale by a Fund of a security that it does not own
with the hope of purchasing the same security at a later date at a lower
price. A Fund may also enter into a short position through a forward
commitment or a short derivative position through a futures contract or
swap agreement. If the price of the security or derivative has increased
during this time, then a Fund will incur a loss equal to the increase in
price from the time that the short sale was entered into plus any premiums
and interest paid to the third party. Therefore, short sales involve the
risk that losses may be exaggerated, potentially losing more money than
the actual cost of the investment. |
| ● | Sovereign Debt Risk: Sovereign debt instruments, which are instruments issued by foreign governmental entities, are subject to the risk that the governmental entity may be unable or unwilling to repay the principal or interest on its sovereign debt due to, among other reasons, cash flow problems, insufficient foreign currency reserves, political considerations, the relative size of the governmental entitys debt or its failure to implement economic reforms required by the International Monetary Fund or other multilateral agencies. A governmental entity that defaults may ask for additional loans or for more time to pay its debt. There is no generally established legal process for collecting sovereign debts that a government does not pay nor are there bankruptcy proceedings through which all or part of the sovereign debt that a governmental entity has not repaid may be collected. |
78
| HSBC Funds |
| Additional Information About the Funds |
| Investment Strategies and Risks |
Investment Risks of the Funds (continued)
| ● |
Structured Note Risk:
Even though a
participatory, unitary or other structured note is generally intended to
reflect the performance of the underlying securities on a one-to-one basis
so that investors will not normally gain or lose more in absolute terms
than they would have made or lost had they invested in the underlying
securities directly, the performance results of these notes will not
replicate exactly the performance of the issuers or markets that the notes
seek to replicate due to transaction costs and other expenses. Investments
in structured notes involve risks normally associated with a direct
investment in the underlying securities. In addition, structured notes are
subject to counterparty risk. Structured notes constitute general
unsecured, unsubordinated contractual obligations of the banks or
broker-dealers that issue them, and a Fund is relying on the
creditworthiness of such banks or broker-dealers and has no rights under
the structured notes against the issuers of the securities underlying such
notes. There can be no assurance that the trading price or value of
structured notes will equal the value of the underlying value of the
securities they seek to replicate. |
| ● |
Swap Risk:
The use of swap agreements,
which are agreements to exchange the return generated by one instrument
for the return generated by another instrument (or index), and similar
instruments involves risks that are different from those associated with
ordinary portfolio securities transactions. For example, a Fund bears the
risk of loss of the amount expected to be received under a swap agreement
in the event of the default or bankruptcy of a swap agreement
counterparty. Swap agreements may also subject a Fund to the risk that the
counterparty to the transaction may not meet its obligations, causing the
Funds value to decrease. Swap agreements may also be considered illiquid.
Certain standardized swaps are subject to mandatory central clearing.
Central clearing is expected to reduce counterparty credit risk and
increase liquidity, but central clearing does not make swap transactions
risk free. |
| ● |
Temporary Defensive
Position Risk: A Fund may
temporarily depart from its principal investment strategies for temporary
defensive purposes in response to adverse market, economic or political
conditions. This may result in a Fund not achieving its investment
objective during that period. If the market advances during periods when a
Fund is holding a large cash position, the Fund may not participate to the
extent it would have if it had been more fully invested.
|
| ● |
Underlying Fund
Selection Risk: A Fund may
invest in other funds that underperform other similar funds or the markets
more generally, due to poor investment decisions by the investment
adviser(s) for the other funds or otherwise. It is possible that one or
more other funds will not meet their own investment objectives, which
would affect a Funds performance. There can be no assurances that the
investment objective of a Fund or any other fund in which it invests will
be achieved. Underlying funds also have their own management fees and other fees and expenses, which a Fund
bears in addition to its own expenses. |
| ● |
When-Issued Securities Risk: The price and yield of securities purchased on a when-issued basis is fixed on the date of the commitment but payment and delivery are scheduled for a future date. Consequently, these securities present a risk of loss if the other party to a when-issued transaction fails to deliver or pay for the security. In addition, purchasing securities on a when-issued basis can involve a risk that the yields available in the market on the settlement date may actually be higher (or lower) than those obtained in the transaction itself and, as a result, the when-issued security may have a lesser (or greater) value at the time of settlement than a Funds payment obligation with respect to that security. |
Other Information
To the extent authorized by law, each Fund reserves the right to discontinue offering shares at any time, merge, reorganize itself or any class of shares or cease operations and liquidate.
More Information About Indices
An index measures the market prices of a specific group of securities in a particular market or market sector. You cannot invest directly in an index. Unlike a mutual fund, an index does not have an investment adviser and does not pay any commissions or expenses. If an index had expenses, the performance would be lower.
The HSBC Emerging Markets Debt Fund’s primary benchmark index is the J.P. Morgan Emerging Markets Bond Index Global. The index tracks total returns for U.S. dollar-denominated debt instruments issued by emerging market sovereign and quasi-sovereign entities: Brady bonds, loans, Eurobonds and local market instruments.
The HSBC Emerging Markets Local Debt Fund's primary benchmark index is the J.P. Morgan Government Bond Index – Emerging Markets Global Diversified. The index is an unmanaged comprehensive global emerging markets fixed income index, and consists of regularly traded, liquid fixed-rate, domestic currency government bonds to which international investors can gain exposure.
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| HSBC Funds |
| Additional Information About the Funds |
| Investment Strategies and Risks |
More Information About Indices (continued)
The HSBC Total Return Funds primary benchmark index is the BofA Merrill Lynch 3 Month LIBOR Constant Maturity Index. The index tracks the performance of a synthetic asset paying LIBOR to a stated maturity. The index is based on the assumed purchase at par of a synthetic instrument having exactly its stated maturity and with a coupon equal to that days fixing rate. That issue is assumed to be sold the following business day (at a yield equal to the current day fixing rate) and rolled into a new instrument.
The HSBC Frontier Markets Funds primary benchmark index is the Morgan Stanley Capital International (MSCI) Frontier Markets Index. The index captures large- and mid-cap representation across 22 Frontier Markets countries. The index includes 123 securities, covering about 85% of the free float-adjusted market capitalization in each country.
The HSBC Frontier Markets Funds other primary benchmark index is the MSCI Select Frontier and Emerging Markets Capped Index. The index has been developed by MSCI for the Adviser and, in terms of country constituents, is a continuation of the former customized capitalization (capped) version of the MSCI Frontier Emerging Markets (FEM) Index. The MSCI Select Frontier and Emerging Markets Capped Index is a free float-adjusted market capitalization index designed to measure equity market performance in the 30 countries within the MSCI Frontier Markets Index and six small emerging market crossover countries (namely Colombia, Egypt, Philippines, Peru, Qatar, and UAE) that are also included within the MSCI Emerging Markets Index.
The HSBC Asia ex-Japan Smaller Companies Equity Funds primary benchmark index is the MSCI AC Asia ex Japan Small Cap Index. The index is a free float-adjusted market capitalization-weighted small call index of the stock markets of two developed markets and eight emerging markets, respectively: Hong Kong, Singapore, China, India, Indonesia, Malaysia, the Philippines, Korea, Taiwan and Thailand.
The HSBC Global High Yield Bond Funds primary benchmark index is the BofA Merrill Lynch Global High Yield, BB-B Constrained Index (USD Hedged). The index tracks the performance of below investment grade bonds of corporate issuers domiciled in countries having an investment grade foreign currency long term debt rating (based on a composite of Moody's, S&P, and Fitch). The index includes bonds denominated in U.S. Dollars, Canadian dollars, sterling, Euro (or Euro legacy currency), but excludes all multi-currency denominated bonds. Bonds must be rated below investment grade but at least B3 based on a composite of Moody's, S&P, and Fitch. Qualifying bonds are capitalization-weighted provided the total allocation to an individual issuer (defined by Bloomberg tickers) does not exceed 2%. Issuers that exceed the limit are reduced to 2% and the face value of each of their bonds is adjusted on a pro-rata basis. Similarly, the face value of bonds of all other issuers that fall below the 2% cap are increased on a pro-rata basis. The index is rebalanced on the last calendar day of the month.
The HSBC Euro High Yield Bond Fund (USD Hedged) primary benchmark index is the BofA Merrill Lynch BB-B Euro High Yield Constrained Index (USD Hedged). The index contains all securities in the BofA Merrill Lynch Euro High Yield Index rated BB1 through B3, based on an average of Moodys, S&P and Fitch, but caps issuer exposure at 3%. Index constituents are capitalization-weighted, based on their current amount outstanding, provided the total allocation to an individual issuer does not exceed 3%. Issuers that exceed the limit are reduced to 3% and the face value of each of their bonds is adjusted on a pro-rata basis. Similarly, the face values of bonds of all other issuers that fall below the 3% cap are increased on a pro-rata basis. In the event there are fewer than 34 issuers in the Index, each is equally weighted and the face values of their respective bonds are increased or decreased on a pro-rata basis.
Source: BofA Merrill Lynch, used with permission. BOFA MERRILL LYNCH IS LICENSING THE BOFA MERRILL LYNCH INDICES AS IS, MAKES NO WARRANTIES REGARDING SAME, DOES NOT GUARANTEE THE SUITABILITY, QUALITY, ACCURACY, TIMELINESS, AND/OR COMPLETENESS OF THE BOFA MERRILL LYNCH INDICES OR ANY DATA INCLUDED IN, RELATED TO, OR DERIVED THEREFROM, ASSUMES NO LIABILITY IN CONNECTION WITH THEIR USE, AND DOES NOT SPONSOR, ENDORSE, OR RECOMMEND THE FUNDS, OR ANY OF THEIR PRODUCTS OR SERVICES.
The HSBC Global High Income Bond Funds primary benchmark index is the Bloomberg Barclays High Income Bond Composite Index. The index is comprised of the following indices: Bloomberg Barclays USD Unhedged Emerging Markets Aggregate Index (35%), Bloomberg Barclays U.S. High Yield Ba Index (15%), Bloomberg Barclays U.S. Credit Baa Index (20%), Bloomberg Barclays EuroAgg Corporate Baa USD Hedged Index (15%), and Bloomberg Barclays Pan Euro HY (Euro) BB Rating Only USD Hedged Index (15%).
The Bloomberg Barclays USD Unhedged Emerging Markets Index tracks the performance of fixed and floating-rate U.S. dollar-denominated debt issued from sovereign, quasi-sovereign, and corporate Emerging Markets issuers.
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| HSBC Funds |
| Additional Information About the Funds |
| Investment Strategies and Risks |
More Information About Indices (continued)
The Bloomberg Barclays U.S. High Yield Ba Index tracks the performance of the total return performance of non-investment grade, fixed-rate, publicly placed, dollar denominated and nonconvertible debt registered with the Securities and Exchange Commission (SEC) that are rated Ba using the middle rating of Moodys, S&P, and Fitch after dropping the highest and lowest available ratings.
The Bloomberg Barclays U.S. Credit Baa Index is a composite of the Bloomberg Barclays High Income Bond Composite Index and tracks the performance of U.S. dollar denominated, investment grade, fixed-rate, taxable bond market of SEC-registered securities that are rated Baa using the middle rating of Moodys, S&P, and Fitch after dropping the highest and lowest available ratings.
The Bloomberg Barclays EuroAgg Corporate Baa USD Hedged Index tracks the performance of fixed-rate securities issued in certain European currencies that are rated Baa using the middle rating of Moodys, S&P, and Fitch after dropping the highest and lowest available ratings.
The Bloomberg Barclays Pan Euro HY (Euro) BB Rating Only USD Hedged Index tracks the performance of euro-denominated, non-investment grade, fixed-rate corporate bonds that are rated BB using the middle rating of Moodys, S&P, and Fitch after dropping the highest and lowest available ratings.
The HSBC Global Equity Volatility Focused Funds primary benchmark index is the MSCI All Country World Daily Total Return Net USD Index. The index captures large and mid-cap representation across 23 developed markets and 23 emerging markets countries. With 2,484 constituents, the index covers approximately 85% of the global investable equity opportunity set.
Who May Want To Invest?
Consider investing in the Emerging Markets Debt Fund or Emerging Markets Local Debt Fund if you are:
| ● |
Investing for a
long-term goal, such as retirement (five year or longer investment
horizon) |
| ● |
Looking to add exposure
to emerging market countries to your portfolio |
| ● |
Looking to add a monthly
income component to your investment portfolio |
| ● |
Willing to accept the
risks of price and income fluctuations |
| ● |
Looking to add a foreign
income component to your investment portfolio |
| ● |
Seeking higher potential returns than provided by other fixed income funds, and willing to accept higher risks of price and income fluctuations than with other fixed income funds |
Consider investing in the Total Return Fund if you are:
| ● |
Investing for a
long-term goal, such as retirement (five year or longer investment
horizon) |
| ● |
Willing to accept higher volatility associated with emerging market debt investments and derivative instruments in exchange for potentially higher long term returns |
Consider investing in the Frontier Markets Fund if you are:
| ● |
Investing for a
long-term goal, such as retirement (five year or longer investment
horizon) |
| ● |
Looking to add exposure
to emerging and frontier market countries to your
portfolio |
| ● |
Willing to accept higher risks of investing in the volatile frontier market country markets in exchange for potentially higher long term returns |
Consider investing in the Asia ex-Japan Smaller Companies Equity Fund if you are:
| ● |
Investing for a
long-term goal, such as retirement (five year or longer investment
horizon) |
| ● |
Looking to add exposure
to Asia equities (excluding Japan) to your
portfolio |
| ● |
Willing to accept higher risks of investing in the volatile emerging or frontier market countries in exchange for potentially higher long term returns |
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| HSBC Funds |
| Additional Information About the Funds |
| Investment Strategies and Risks |
Who May Want To Invest? (continued)
Consider investing in the Global High Yield Bond Fund and the Global High Income Bond Fund if you are:
| ● |
Investing for at least a
medium-term goal (three to five year investment
horizon) |
| ● |
Looking to add global
fixed income exposure to your portfolio |
| ● |
Looking to add a monthly
income component to your investment portfolio |
| ● |
Seeking higher potential returns than provided by other fixed income funds, and willing to accept higher risks of price and income fluctuations than with other fixed income funds |
Consider investing in the Global Equity Volatility Focused Fund if you are:
| ● |
Seeking a long-term
goal, such as retirement (five year or longer investment
horizon) |
| ● |
Looking to add global
equity exposure to your portfolio |
| ● |
Willing to accept higher risks of investing in the stock market in exchange for potentially higher long-term returns |
Consider investing in the Euro High Yield Bond Fund (USD Hedged) if you are:
| ● |
Investing for at least a
medium-term goal (three to five year investment
horizon) |
| ● |
Looking to add exposure
to Euro-denominated high yield securities to your
portfolio |
| ● |
Looking to add a monthly
income component to your investment portfolio |
| ● |
Seeking higher potential returns than provided by other fixed income funds, and willing to accept higher risks of price and income fluctuations than with other fixed income funds |
The Funds will not be appropriate for anyone:
| ● |
Pursuing a short-term
goal or investing emergency reserves |
| ● |
Who does not wish to
bear the risks of a fund that invests significantly in foreign markets
|
| ● |
Seeking safety of principal |
More Information About Fund Investments
This prospectus describes the Funds principal strategies, and the Funds will normally invest in the types of securities described in this prospectus. However, in addition to the investments and strategies described in this prospectus, the Funds also may invest in other securities and engage in other investment practices. These securities and investment practices, as well as those described in this prospectus, are described in detail in the SAI. Of course, the Funds cannot guarantee that they will achieve their investment goal.
Portfolio Holdings
A description of the Funds policies and procedures with respect to the disclosure of the Funds portfolio securities is available in the SAI and on the Funds website at www.emfunds.us.hsbc.com or at www.investorfunds.us.hsbc.com. To request a copy of the SAI, please refer to the back cover of this prospectus.
82
|
Fund Management |
The Investment Adviser and Subadvisers
HSBC Global Asset Management (USA) Inc., 452 Fifth Avenue, New York, New York, 10018, is the investment adviser for the Funds, pursuant to an investment advisory contract (the Investment Advisory Agreement) with the Trust. The Adviser is a wholly-owned subsidiary of HSBC Bank USA, N.A., which is a wholly-owned subsidiary of HSBC USA, Inc., a registered bank holding company (collectively, HSBC). HSBC currently provides investment advisory services for individuals, trusts, estates and institutions. As of September 30, 2016, the Adviser had approximately $67.1 billion in assets under management. The Adviser also provides certain operational support services to the Funds pursuant to a Support Services Agreement. Under the Support Services Agreement, the Adviser is entitled to a fee at the annual rate of 0.10% of a Funds average daily net assets for Class A Shares for services rendered pursuant to the Support Services Agreement. These fees are not charged to Class I Shares.
The Trust and the Adviser have received an exemptive order from the Securities and Exchange Commission (SEC) that allows the Adviser to implement new investment subadvisory contracts and to make material changes to existing subadvisory contracts with the approval of the Board of Trustees, but without shareholder approval. Subject to the terms of the exemptive order, each Fund may currently hire and/or terminate subadvisers without shareholder approval. The Frontier Markets Fund, Asia ex-Japan Smaller Companies Equity Fund, Global High Yield Bond Fund, Global High Income Bond Fund, Global Equity Volatility Focused Fund and Euro High Yield Bond Fund (USD Hedged) are currently using or may use the services of a subadviser that is affiliated with the Adviser, and the conditions under the exemptive order do not apply to the use of an affiliated subadviser. However, the conditions under the exemptive order could be applied to the use of one or more unaffiliated subadvisers at a future time. The Adviser has the ultimate responsibility, subject to oversight by the Board, to oversee any subadvisers and recommend their hiring, termination and replacement.
In the future, the Trust and the Adviser may, on behalf of the Funds (except for the Emerging Markets Local Debt Fund), receive an additional exemptive order that would allow the Adviser to implement new investment subadvisory contracts and to make material changes to existing subadvisory contracts with subadvisers that are affiliated with the Adviser with the approval of the Board of Trustees, but without shareholder approval. As with the current order, the new order would be subject to certain conditions, including that each Fund would notify shareholders and provide them with certain information upon the hiring of a subadviser.
HSBC Global Asset Management (France), 4 place de la Pyramide, Immeuble Ile-de-France, 92800 Puteaux, La Défense 9, France, a U.S. registered investment adviser and an affiliate of the Adviser, serves or may serve as the investment subadviser of the Global High Yield Bond Fund, Global High Income Bond and Euro High Yield Bond Fund (USD Hedged) pursuant to investment sub-advisory agreements (the AMFR Sub-Advisory Agreements) with the Adviser. AMFR makes the day-to-day investment decisions and continuously reviews, supervises and administers a Funds investment program (or a portion thereof). As of September 30, 2016, AMFR had approximately $80.2 billion in assets under management.
HSBC Global Asset Management (UK) Limited, 78 St. James Street, London, United Kingdom, SW1A 1EJ, a U.S. registered investment adviser and an affiliate of the Adviser, serves or may serve as the investment subadviser of the Frontier Markets Fund, Global High Income Bond Fund and Global Equity Volatility Focused Fund pursuant to investment sub-advisory agreements (the AMEU Sub-Advisory Agreements) with the Adviser. AMEU makes the day-to-day investment decisions and continuously reviews, supervises and administers a Funds investment program (or a portion thereof). As of September 30, 2016, AMEU had approximately 74.6 billion in assets under management.
83
|
Fund Management |
|
The Investment Adviser and Subadvisers |
|
continued |
HSBC Global Asset Management (Hong Kong) Limited, Level 22, HSBC Main Building, 1 Queens Road Central, Hong Kong, a U.S. registered investment adviser and an affiliate of the Adviser, serves as the investment subadviser of the Asia ex-Japan Smaller Companies Equity Fund pursuant to an investment sub-advisory agreement (the AMHK Sub-Advisory Agreement) with the Adviser. AMHK makes the day-to-day investment decisions and continuously reviews, supervises and administers the Funds investment program. As of September 30, 2016, AMHK had approximately $74.6 billion in assets under management.
For these advisory and management services (including any sub-advisory services), during the last fiscal year/period the following Funds paid fees (net of fee waivers) as follows:*
| Percentage of Average | |
| Net Assets for Fiscal | |
| Year Ended 10/31/16 | |
| Emerging Markets Debt Fund | 0.00% |
| Emerging Markets Local Debt Fund | 0.00% |
| Total Return Fund | 0.72% |
| Frontier Markets Fund | 0.87% |
| Asia ex-Japan Smaller Companies Equity Fund | 0.00% |
| Global High Yield Bond Fund | 0.00% |
| Global High Income Bond Fund | 0.00% |
| Global Equity Volatility Focused Fund | 0.00% |
| Euro High Yield Bond Fund (USD Hedged) | 0.00% |
| * |
The Adviser may voluntarily waive all or a portion of its management fee. The Adviser has done so for periods of operation during which a Funds Total Annual Fund Operating Expenses were above that Funds expense cap, as set forth in the applicable contractual expense limitation agreement. The Adviser has entered into a contractual expense limitation agreement with each Fund (Agreement) under which it will limit the total expenses of each respective Fund (excluding interest, taxes, brokerage commissions, extraordinary expenses and estimated indirect expenses attributable to the Funds investments in investment companies) to the annual rates shown in the table below: |
| Class A | Class I | |
| Share | Shares | |
| HSBC Emerging Markets Debt Fund | 0.85% | 0.50% |
| HSBC Emerging Markets Local Debt | 0.85% | 0.50% |
| Fund HSBC Total Return Fund | 1.60% | 1.25% |
| HSBC Frontier Markets Fund | 2.20% | 1.85% |
| HSBC Asia ex-Japan Smaller Companies Equity | 1.75% | 1.40% |
| Global High Yield Bond Fund | 1.15% | 0.80% |
| Global High Income Bond Fund | 1.15% | 0.80% |
| Global Equity Volatility Focused Fund | 1.30% | 0.95% |
| Euro High Yield Bond Fund (USD Hedged) | 1.05% | 0.80% |
84
|
Fund Management |
|
The Investment Adviser and Subadvisers |
|
continued |
Any amounts contractually waived or reimbursed by the Adviser will be subject to repayment by a Fund to the Adviser within three years to the extent that the repayment will not cause a Funds operating expenses to exceed the contractual expense limit that was in effect at the time of such waiver or reimbursement. The expense limitations shall be in effect until March 1, 2018. The expense limitation agreement shall terminate upon the termination of the Investment Advisory Agreement between the Trust and the Adviser, or it may be terminated upon written notice to the Adviser by the Trust’s Board of Trustees.
With respect to the Global High Yield Bond Fund and Global High Income Bond Fund, the Adviser may assume sole advisory responsibilities and manage all sleeves and investments in securities for either or both of the Funds. During any such period, the Adviser may use generic investment research from affiliates, including AMFR and AMEU as part of the information it uses to make investment decisions.
A discussion regarding the basis for the Board of Trustees approval of the Investment Advisory Agreement and Sub-Advisory Agreements is available in the Funds April 30, 2016 semi-annual report and will be available in the April 30, 2017 semi-annual report.
Portfolio Managers
HSBC Emerging Markets Debt Fund, HSBC Emerging Markets Local Debt Fund and HSBC Total Return Fund:
Investment decisions for the Funds are made by consensus of the Advisers Emerging Markets Debt Team which consists of investment professionals and the primary portfolio management team members listed below.
Nishant Upadhyay, Senior Vice President, Head of Emerging Markets Debt Portfolio Management with responsibility for all global emerging markets debt portfolios. Mr. Upadhyay also focuses on managing hard currency sovereign portfolios as well as hard and local currency benchmark portfolios. He joined the team in September 2015 from PIMCO where he was an emerging markets and global credit portfolio manager for nine years. During his time at PIMCO, Mr. Upadhyay spent time as an associate to PIMCOs Global Bond portfolio management team with exposure to rates and currency products before managing emerging markets debt portfolios and diversified income portfolios (hybrids of emerging markets debt and credit). Prior to joining PIMCO, Mr. Upadhyay held positions at Citibank and ABN AMRO Bank. He has been working in the financial industry since 2000. Mr. Upadhyay has a Bachelor of Science from the Hindu College, Delhi University (India) and an MBA from the Indian Institute of Management, Indore, India.
Vinayak Potti, Vice President, Portfolio Manager, is a portfolio manager on the Emerging Markets Debt Team focusing on trading sovereigns as well as risk analysis. He has been working in the financial industry since 2002. Prior to joining HSBC in 2009, Mr. Potti worked as a product controller in emerging markets at Barclays Capital and before that, as a fund accountant at T. Rowe Price. He holds a B.S. from the University of Maryland and is a CFA Charterholder.
Zeke Diwan, Senior Vice President, Senior Portfolio Manager, is a senior portfolio manager on the Emerging Markets Debt Team. Mr. Diwan focuses on emerging markets hard currency sovereign and corporate strategies. Prior to joining the Emerging Markets Debt Team at HSBC in December 2016, Mr. Diwan worked for Allianz Global Investors from 2013 to 2016, where he was responsible for running a broad range of emerging market debt strategies. Before this, Mr. Diwan was with Rogge Global Partners from 2011 to 2013 and Pioneer Investment Management from 2004 to 2011, where he served as a portfolio manager in emerging markets debt, high yield and total return strategies. Mr. Diwan has been working in the industry for over 20 years in both the United States and Europe with expertise in emerging markets, high yield and loans in both the United States and Europe. He holds a Bachelor’s degree in Operations Research from Colombia University, School of Engineering and Applied Science.
Billy Lang, Vice President, Portfolio Manager, is a portfolio manager on the Emerging Markets Debt Team. He focuses on emerging markets local debt portfolios. Prior to joining the Emerging Markets Debt Team at HSBC in July 2016, Mr. Lang worked for Bank of America Merrill Lynch as Vice President in Local Currency Trading from 2010 to 2016. Throughout his tenure there, he focused on Latin American trading, specializing in foreign exchange trading strategies and technologies. He brings a quantitative background in risk management and valuation techniques as well as in trading vanilla and exotic foreign exchange options. He holds a Master of Science degree in Financial Engineering from Columbia University and a Bachelor’s degree in Computer Science from the University of Minnesota—Twin Cities. He is a CFA Charterholder and a member certificate holder of the Professional Risk Managers’ International Association (PRMIA).
HSBC Frontier Markets Fund:
Ramzi Sidani, Senior Portfolio Manager at AMEU, is responsible for the day-to-day portfolio management of the Fund. Mr. Sidani joined AMEU on May 31, 2016 and is a member of the Subadvisers Frontier Emerging Markets team. Prior to joining AMEU, Mr. Sidani was a portfolio manager with SHUAA Asset Management in Dubai. Prior to that, he was a member of the acquisitions team at the Dubai Group. He has been working in the asset management industry since 2007. Mr. Sidani holds a BBA in Finance from American University of Beirut, a MSc in Finance from Boston College and a MBA from Lebanese American University and is a CFA Charterholder.
Christopher Turner, Senior Portfolio Manager at AMEU, is responsible for the day-to-day portfolio management of the Fund. Mr. Turner joined AMEU on June 25, 2012 and is a member of the Subadvisers Frontier Emerging Markets team. He has been working in the industry since 1986. Prior to joining AMEU, Chris was a Portfolio Manager with EMSO Partners (Citi Capital Partners), where he covered a number of emerging and frontier markets. Prior to this, he worked in emerging markets equity with Morley Fund Management (now Aviva Investors) and Morgan Grenfell Asset Management (now Deutsche Asset Management) in similar role. Mr. Turner holds a BSc in Mathematics from University College London.
85
|
Fund Management |
|
Portfolio Managers |
|
continued |
HSBC Asia ex-Japan Smaller Companies Equity Fund
Elina Fung and Alex Kwan, Portfolio Managers at AMHK, are responsible for the day-to-day portfolio management of the Fund.
Elina Fung, Lead Portfolio Manager, joined HSBC in 2007. She has been working in the finance industry since 1995 and received a Bachelor of Business Administration from the Chinese University of Hong Kong.
Alex Kwan, Co-Portfolio Manager, joined HSBC in 2008. Prior to joining HSBC, he worked as an engineer at EMC Corp. He holds a Bachelor of Science in Computer Science and a Master’s Degree in Computer Science and Engineering, both from the University of Michigan, in Ann Arbor, Michigan. He also holds an MBA from the Hong Kong University of Science & Technology.
HSBC Global High Yield Bond Fund
Mary Bowers, Senior Portfolio Manager, joined HSBC Global Asset Management in September 2013 and has been working in the industry since 2001. Prior to joining HSBC, Ms. Bowers worked for Aberdeen Asset Management as part of the Artio Global (formerly Julius Baer Asset Management) high yield team which was acquired in the spring of 2013. She acted as a portfolio manager for the global high yield products at Aberdeen/Artio for 10 years. From 2001 to 2003, she was an analyst at Deutsche Bank in the global energy and power investment banking group. Ms. Bowers has a B.A. in history from Yale University. She is a CFA Charterholder.
Nishant Upadhyay (see above).
Rick Liu, Portfolio Manager, is a Credit Analyst on the US Credit team, with specific sector responsibilities in basic materials. He joined HSBC Global Asset Management New York in 2005 as a Credit Analyst on the Distressed Opportunities investment team, and moved to the US Credit team in 2011 with a primary focus in high yield credit. He has been working in the industry since 2003. Mr. Liu holds a BCom (Hons) in Finance from the Sauder School of Business at the University of British Columbia and is a CFA Charterholder.
HSBC Global High Income Bond Fund
Jerry Samet, Senior Portfolio Manager, joined HSBC in 1996 and manages global and U.S. fixed income portfolios for the U.S. Fixed Income Team. Prior to joining HSBC in 1996, Mr. Samet worked for Bankers Trust as a portfolio manager/trader. He holds an MBA in Finance from Fordham University and a B.A. in Economics and History from The City University of New York, Queens College.
Nishant Upadhyay (see above).
Rick Liu (see above).
86
|
Fund Management |
|
Portfolio Managers |
|
continued |
HSBC Global Equity Volatility Focused Fund
Angus Parker, Portfolio Manager, is head of the global equity team and has been working in the industry since 1993. Prior to joining HSBC in 2004, Angus worked for Lazard Asset Management. Mr. Parker holds an MA degree from the University of Edinburgh. Mr. Parker is an Associate of the Institute of Investment Management and Research (AIIMR).
HSBC Euro High Yield Bond Fund (USD Hedged)
Philippe Igigabel is a portfolio manager in the European Credit Bond Management team specializing in high yield, and has been working in the industry since 2000, when he joined HSBC. He graduated from the engineering school ENSTA (France) and holds a Postgraduate degree in Probability and Applications with a specialization in Finance from the Université Paris VI Jussieu (France). Mr. Igigabel is a CFA charterholder.
Sophie Sentilhes works alongside Mr. Igigabel. Ms. Sentilhes became co-lead manager of a Euro High Yield segregated mandate and back-up manager of the HSBC GIF Euro High Yield Bond fund. She has been working in the industry and at HSBC since 1997 as fixed income portfolio manager. She managed long only and absolute return strategies in global government and euro corporate bonds and then global developed and emerging inflation-linked bond portfolios. Ms. Sentilhes graduated from ESC Grenoble Business School (France) and holds a diploma in Business and Management Studies from the University of Bradford (UK) and a postgraduate degree in Finance from Paris Dauphine University (France).
Additional information about the portfolio managers compensation, other accounts managed by the portfolio managers, and their ownership of securities in the Funds is available in the SAI. You can obtain a copy of the SAI on the Funds website at www.emfunds.us.hsbc.com or at www.investorfunds.us.hsbc.com.
The Distributor, Administrator and Sub-Administrator
The Adviser also serves as the Trusts administrator (the Administrator), and in that role, oversees and coordinates the activities of other service providers, and monitors certain aspects of the Trusts operations. The Administrator has retained Citi Fund Services Ohio, Inc., whose address is 4400 Easton Commons, Suite 200, Columbus, OH 43219, as sub-administrator to the Funds (the Sub-Administrator). Administrative services provided by the Administrator and Sub-Administrator include providing office space, equipment and clerical personnel to the Funds and supervising custodial, auditing, valuation, bookkeeping, regulatory and dividend disbursing services.
Foreside Distribution Services, L.P. (the Distributor), a member of the Financial Industry Regulatory Authority (FINRA), is the Trusts principal underwriter and acts as the Trusts distributor in connection with the offering of Fund shares. The Distributor may enter into agreements with banks, broker-dealers, or other financial intermediaries through which investors may purchase or redeem shares.
The SAI has more detailed information about the Adviser, Subadviser, Distributor, Administrator and Sub-Administrator, and other service providers. You can obtain a copy of the SAI on the Funds website at www.emfunds.us.hsbc.com or at www.investorfunds.us.hsbc.com.
87
| Shareholder Information |
Pricing of Fund Shares
|
How NAV is Calculated |
The net asset value (NAV) for each class of shares is calculated by dividing the total value (current market value based on readily available market quotations) of a Funds investments and other assets attributable to a class, less any liabilities attributable to that class, by the total number of outstanding shares of that class:
| NAV = | Total Assets Liabilities |
| Number of Shares | |
| Outstanding |
The value of assets in a Funds portfolio is determined on the basis of their market value, or where market quotations are not readily available or are deemed unreliable due to a significant event or otherwise, based on fair value as determined in good faith in accordance with the procedures established by, and under the general supervision of, the Funds Board of Trustees. Debt obligations with maturities of 60 days or less may be valued at amortized cost or on the basis of their market value. A Fund may invest in securities that are primarily listed on foreign exchanges that trade on weekends or other days when the Fund does not price its shares. The value of portfolio securities held by such Fund may change on days when shareholders will not be able to purchase or redeem shares.
The NAV of the Funds is generally determined once each day at the close of regular trading on the New York Stock Exchange (Exchange), normally at 4 p.m. Eastern time on days the Exchange is open.
The Exchange is generally not open, and the Funds do not price their shares, on most U.S. national holidays or on Good Friday.
In addition, the following Funds do not price their shares on the following days:
| ● |
the Frontier Markets
Fund (Boxing Day (December 2)); |
| ● |
the Asia ex-Japan
Smaller Companies Equity Fund (Hong Kong domestic holidays); |
| ● |
the Global High Yield
Bond Fund, Global High Income Bond Fund and Euro High Yield Bond Fund (USD
Hedged) (days on which the principal bond markets are closed (as
recommended by the Securities Industry and Financial Markets Association
(SIFMA)); |
| ● |
the Global Equity
Volatility Focused Fund (U.K domestic holidays); and
|
| ● |
the Euro High Yield Bond Fund (U.K and French domestic holidays). |
For more information regarding non-U.S. domestic holidays, please refer to the tables below.
With respect to the Global Equity Volatility Focused Fund, U.S. and U.K. holidays for 2017 and the beginning of 2018 (through February) (not including Saturdays or Sundays) include:
|
2017 | ||||
| April 14* | April 17 | May 1 | ||
| May 29* | July 4* | August 28 | ||
| September 4* | November 23* | December 22 | ||
| December 25** | December 26 | |||
|
2018 | ||||
| January 1** | January 15* | February 19* | ||
| * |
U.S. Fund holiday |
| ** |
U.S. and non-U.S. Fund holiday |
With respect to the Euro High Yield Bond Fund (USD Hedged), U.S., French and U.K. holidays for 2017 and the beginning of 2018 (through February) (not including Saturdays or Sundays) include:
|
2017 | ||||
| April 14* | April 17 | May 1 | ||
| May 8 | May 25 | May 29* | ||
| June 5 | July 4* | July 14 | ||
| August 8 | August 28 | September 4* | ||
| November 23* | December 25** | December 26 | ||
|
2018 | ||||
| January 1** | January 15* | February 19* | ||
| * |
U.S. Fund holiday |
| ** |
U.S. and non-U.S. Fund holiday |
With respect to the Asia ex-Japan Smaller Companies Equity Fund, U.S. and Hong Kong holidays for 2017 and the beginning of 2018 (through February) (not including Saturdays or Sundays) include:
|
2017 | ||||
| April 4 | April 14* | April 17 | ||
| May 1 | May 3 | May 29* | ||
| May 30 | July 4* | September 4* | ||
| October 2 | October 5 | November 23* | ||
| December 25** | December 26 | |||
|
2018 | ||||
| January 1** | January 15* | February 16 | ||
| February 17 | February 19** | |||
| * |
U.S. Fund holiday |
| ** |
U.S. and non-U.S. Fund holiday |
88
| Shareholder Information |
|
Pricing of Fund Shares |
| continued |
As a result of Asia ex-Japan Smaller Companies Equity Funds combined U.S. and non-U.S. holiday schedule, investors periodically may not be able to purchase or redeem Fund shares for several consecutive weekdays, even though the Funds portfolio securities may change significantly in value. This may prevent an investor from fully benefiting from gains in a Fund and may also prevent an investor from avoiding losses in the Fund.
The value of securities traded in markets outside the United States or denominated in currencies other than the U.S. dollar may be affected significantly on a day that a Fund does not price its shares (e.g., on a day that the Exchange is closed) and an investor is not able to purchase, redeem or exchange shares.
Your order for the purchase, sale or exchange of shares is priced at the next NAV calculated after your order is accepted by a Fund or its agent, plus any applicable sales charge. For more information about sales charges, see the section on Distribution Arrangements/Sales Charges.
Fair Value Pricing Policies
A Fund will fair value price its securities in accordance with Board-approved procedures when market quotations are not readily available. Generally, this would include securities for which trading has been halted, securities whose value has been materially affected by the occurrence of a significant event (as defined below), and other securities where a market price is not available from either a national pricing service or a broker. In addition, exception-priced securities (i.e., securities for which the market value is provided by a quote from a single broker rather than a national pricing service) will be reviewed on a quarterly basis. Fair valuations will be reviewed by the Board of Trustees or its Valuation and Investment Oversight Committee not less than four times a year. Fair value pricing should result in a more accurate determination of a Funds NAV, which should eliminate the potential for stale pricing arbitrage opportunities in a Fund. However, fair value pricing involves the risk that the values used by a Fund to price its investments may be different from those used by other investment companies and investors to price the same investments.
A significant event is one that occurred prior to a Funds valuation time, is not reflected in the most recent market price of a security, and that could materially affects the value of a security. Generally, such significant events relate to developments in foreign securities that occur after the close of trading in their respective markets. The Funds accounting agent may obtain fair value prices of foreign securities through utilization of a Fair Value Pricing Service previously approved by the Board where the level of a movement in a designated market or index is sufficiently large to constitute a significant event. Forward currency contracts entered in to by a Fund are covered by the Board-approved procedures.
89
| Shareholder Information |
Purchasing and Adding to Your Shares
You may purchase, redeem or exchange shares of the Funds through the Funds’ Transfer Agent or through banks, brokers and other investment representatives, which may charge additional fees and may require higher minimum investments or impose other limitations on buying and selling shares. If you purchase, redeem or exchange shares through a bank, broker or other investment representative, that party is responsible for transmitting orders to the Funds’ Transfer Agent and may have an earlier cut-off time for purchase, redemption and exchange orders. Purchase, redemption and exchange orders will be executed at the NAV next calculated after the Funds’ Transfer Agent has received and accepted the order in good order.
In addition, certain banks, brokers and other investment representatives are authorized to accept, on behalf of the Trust, purchase, redemption and exchange orders placed by or on behalf of their customers. If a bank, broker or other investment representative is authorized to accept, on behalf of the Trust, purchase, redemption and exchange orders (and provided such authorized agent complies with its agreement with the Trust or the Distributor), a Fund or the Funds’ Transfer Agent will be deemed to have received an order for the purchase, redemption or exchange of Fund shares when the order is received and accepted in good order by such authorized agent, and the order will be executed at the NAV next calculated. Each authorized agent’s agreement with the Trust or the Distributor allows orders to be executed at the NAV next calculated, after the order is received and accepted in good order by such authorized agent, although the order may not be transmitted to the Trust or the Funds’ Transfer Agent until after the time at which a Fund next calculates its NAV.
In general, “good order” means that payment for your purchase and all the information needed to complete your order must be received by a Fund, the Funds’ Transfer Agent or their authorized agents before your order is processed. Purchase proceeds must be received by 6:00 p.m. Eastern time.
All purchases must be in U.S. dollars. A fee will be charged for any checks that do not clear. Third-party checks, money orders, travelers checks and credit card convenience checks are not accepted. Bank starter checks will not be accepted for initial purchases.
A Fund may reject a purchase order if it considers it in the best interest of a Fund and its shareholders. A Fund has the option of not accepting purchase orders from non-U.S. investors.
Investment minimums for any class may be waived or lowered, at the discretion of the Adviser, for investments in a Fund by clients of the Adviser and its affiliates, or in other situations where the Adviser determines that it is in the best interests of a Fund and its shareholders to do so.
| Minimum | Minimum | |||||||||||
| Initial | Subsequent | |||||||||||
| Investment* | Investment* | |||||||||||
| Class A Shares | ||||||||||||
| Regular | $ | 1,000 | $ | 100 | ||||||||
| (non-retirement) | ||||||||||||
| Retirement (IRA) | $ | 250 | $ | 100 | ||||||||
| Automatic | ||||||||||||
| Investment Plan | $ | 250 | $ | 25 | ||||||||
| Class I Shares** | $ | 1,000,000 | $ | 0 | ||||||||
| * | Omnibus accounts are eligible to meet the minimums at the omnibus account level. |
| ** | Class I Shares are available for investment by investment companies advised by the Adviser without regard to these minimums. Investment minimums for Class I Shares have been lowered for share purchases made by employees of the Adviser and its affiliates and by members of the HSBC Funds Board of Trustees. |
The HSBC Frontier Markets Fund (the “Fund”) is closed to new investors. Except as indicated below, only current investors of the Fund, whether owning shares of record or through a processing intermediary, are eligible to purchase shares of the Fund. If you are an existing investor in the Fund, you may continue to invest through exchanges and additional purchases. Any other order to purchase shares of the Fund will be rejected.
90
| Shareholder Information |
|
Purchasing and Adding to Your
Shares |
Notwithstanding the foregoing, the following persons are permitted to purchase shares of the Fund:
| ● |
Clients of discretionary
investment allocation programs where such programs had investments in the
Fund. |
| ● |
Clients of a financial
adviser or planner who had client assets invested in the Fund.
|
| ● |
Funds within the HSBC
Family of Funds for which the Fund is an approved underlying fund.
|
| ● |
Participants in a 401(k) plan or other employee retirement plan for which the Fund is an eligible investment alternative and whose records are maintained by a processing intermediary having an agreement with the Fund. |
Re-registration of accounts held by existing investors, if required for legal transfer or administrative reasons, will be allowed.
The Fund reserves the right, at any time, to re-open or modify the extent to which the future sales of shares are limited.
91
| Shareholder Information |
|
Purchasing and Adding to Your
Shares |
Instructions for Opening or Adding to an Account
By Regular Mail or By Overnight Service
Initial Investment:
If purchasing through your financial adviser or brokerage account, simply tell your adviser or broker that you wish to purchase shares of the Funds and he or she will take care of the necessary documentation. For all other purchases, follow the instructions below.
| 1. | Carefully read, complete, and sign the Account Application. Establishing your account privileges now saves you the inconvenience of having to add them later. A copy of the application can be obtained on the Funds website at www.emfunds.us.hsbc.com or at www.investorfunds.us.hsbc.com. |
| 2. | Make your check payable to HSBC Funds and include the name of the appropriate Fund(s) on the check. |
| 3. | Mail to: HSBC Funds, PO Box 8106, Boston, MA 02266-8106. |
Subsequent Investment:
| 1. | Use the investment slip attached to your account statement. Or, if unavailable, |
| 2. | Include the following information in writing: |
| ● |
Fund
name |
| ● |
Share
class |
| ● |
Amount
invested |
| ● |
Account
name |
| ● |
Account number |
| 3. | Mail to: HSBC Funds, PO Box 8106, Boston, MA 02266-8106. |
Electronic vs. Wire Transfer
Wire transfers allow financial institutions to send funds to each other, almost instantaneously. With an electronic purchase or sale, the transaction is made through the Automated Clearing House (ACH) and may take up to eight days to clear. There is generally no fee for ACH transactions.
92
| Shareholder Information |
|
Purchasing and Adding to Your
Shares |
Electronic Purchases
Your bank must participate in the ACH and must be a U.S. bank. Your bank or broker may charge for this service.
Select the electronic purchase option on your Account Application or call 1-800-782-8183. Your account can generally be set up for electronic purchases within 15 days.
Call 1-800-782-8183 to arrange a transfer from your bank account.
By Wire Transfer
For information on how to request a wire transfer, call 1-800-782-8183.
Automatic Investment Plan
You can make automatic investments in the Funds from your bank account, through payroll deduction or from your federal employment, Social Security or other regular government checks. Automatic investments can be as little as $25, once you have invested the $250 minimum required to open the account.
To invest regularly from your bank account:
Complete the Automatic Investment Plan portion on your Account Application.
Make sure you note:
| ■ |
Your bank name, address
and account number |
| ■ |
The amount you wish to
invest automatically (minimum $25) |
| ■ |
How often you want to
invest (every month, 4 times a year, twice a year or once a
year) |
| ■ |
Attach a voided personal check. |
To invest regularly from your paycheck or government check:
Call 1-800-782-8183 for an enrollment form.
Customer Identification Information
To help the U.S. Government fight the funding of terrorism and money laundering activities, federal law requires all financial institutions to obtain, verify and record information that identifies each person that opens a new account, and to determine whether such persons name appears on U.S. Government lists of known or suspected terrorists and terrorist organizations.
As a result, the Funds must obtain the following information for each person that opens a new account:
| ● |
Name;
|
| ● |
Date of birth (for
individuals); |
| ● |
Residential or business
street address (although post office boxes are still permitted for
mailing); and |
| ● |
Social security number, taxpayer identification number, or other identifying number. |
You may also be asked for a copy of your drivers license, passport or other identifying document in order to verify your identity. In addition, it may be necessary to verify your identity by cross-referencing your identification information with a consumer report or other electronic database. Additional information may be required to open accounts for corporations and other entities.
93
| Shareholder Information |
|
Purchasing and Adding to Your
Shares |
Federal law prohibits the Funds and other financial institutions from opening a new account unless they receive from an investor the minimum identifying information listed above. After an account is opened, the Funds may restrict your ability to purchase additional shares until your identity is verified. The Funds may close your account or take other appropriate action if they are unable to verify your identity within a reasonable time. If your account is closed for this reason, your shares will be redeemed at the NAV next calculated after the account is closed.
Restrictions on Offers and Sales to Canadian Residents
The shares described in this prospectus may only be distributed in Canada through HSBC Global Asset Management (Canada) Limited, and this prospectus may not be used to solicit, and will not constitute a solicitation of, an offer to buy shares in Canada unless such solicitation is made by HSBC Global Asset Management (Canada) Limited. A distribution or solicitation may be deemed to occur in Canada where a distribution or solicitation is made to a person (including an individual, corporation, trust, partnership or other entity, or other legal person) resident or otherwise located in Canada at the applicable time. For these purposes, the following persons will generally be considered to be a Canadian resident:
| 1 | An individual, if |
| ● |
the individuals primary
principal residence is located in Canada; or |
| ● |
the individual is physically located in Canada at the time of the offer, sale or other relevant activity. |
| 2 | A corporation, if |
| ● |
the corporations head
office or principal office is located in Canada; or
|
| ● |
securities of the
corporation that entitle the holder to elect a majority of the directors
are held by Canadian Resident individuals (as described above) or by legal
persons resident or otherwise located in Canada;
or |
| ● |
the individuals that make investment decisions or provide instructions on behalf of the corporation are Canadian Resident individuals (as described above). |
| 3 | A trust, if |
| ● |
the principal office of
the trust (if any) is located in Canada; or |
| ● |
the trustee (or in the
case of multiple trustees, the majority of trustees) are Canadian Resident
individuals (as described above) or are legal persons resident or
otherwise located in Canada; or |
| ● |
the individuals that make investment decisions or provide instructions on behalf of the trust are Canadian Resident individuals (as described above). |
| 4 | A partnership, if |
| ● |
the partnerships head
office or principal office (if any) is located in Canada;
or |
| ● |
the holders of the
majority of the interests of or in the partnership are held by Canadian
Residents (as described above); or |
| ● |
the general partner (if
any) is a Canadian Resident (as described above);
or |
| ● |
the individuals that make investment decisions or provide instructions on behalf of the partnership are Canadian Resident individuals (as described above). |
94
| Shareholder Information |
|
Purchasing and Adding to Your
Shares |
Market Timing
In accordance with policies and procedures adopted by the Board of Trustees, the Funds discourage market timing and other excessive trading practices. The Funds are intended primarily for use as long-term investment vehicles. Frequent short-term (market timing) trading practices may disrupt portfolio management strategies, increase brokerage and administrative costs, harm Fund performance and result in dilution in the value of Fund shares held by longer-term shareholders.
In addition, a Fund may be more susceptible to the risks of short-term trading than other funds that do not invest substantially in the foreign securities markets. The nature of the holdings of a Fund may present opportunities for a shareholder to engage in a short-term trading strategy that exploits possible delays between changes in the prices of a Funds portfolio holdings and the reflection of those changes in a Funds NAV (referred to as time zone arbitrage). These delays may occur because a Fund has significant investments in foreign securities where, due to time zone differences, the values of those securities are established some time before a Fund calculates its NAV. In such circumstances, the available market prices for such foreign securities may not accurately reflect the latest indications of value at the time a Fund calculates its NAV. There is a possibility that time zone arbitrage may dilute the value of a Funds shares if redeeming shareholders receive proceeds (and purchasing shareholders receive shares) based upon a NAV that does not reflect appropriate fair value prices.
Frequent purchases and redemptions of shares of a mutual fund (including activities of market timers) can result in the dilution in the value of Trust shares held by long-term shareholders, interference with the efficient management of a Funds investment portfolio, and increased brokerage and administrative costs. The Board of Trustees has considered the extent to which the Funds may be vulnerable to such risks. The Funds reserve the right to reject any purchase or exchange order for any reason. The Funds are not designed to serve as vehicles for frequent trading.
As a deterrent to excessive trading, many foreign equity securities held by a Fund are priced by an independent pricing service using fair valuation methodologies approved and monitored by the Board of Trustees. For more information on fair valuation, see Shareholder InformationPricing of Fund SharesFair Value Pricing Policies.
It is the practice of the Funds to monitor purchases, sales and exchanges of Fund shares, and to take appropriate action if it is determined that there is transactional activity in the Funds shares that is deemed inappropriate. The Funds and the Adviser reserve the right to reject or restrict purchase or exchange requests from any investor and also reserve the right to close any account in which a pattern of excessive trading has been identified.
The Funds cannot guarantee that they will detect every market timer due to the limitations inherent in their technological systems. Under Rule 22c-2 of the 1940 Act, the Funds have entered into agreements with financial intermediaries obligating them to provide, upon the Funds request, information regarding their customers and their customers transactions in shares of the Funds. However, there can be no guarantee that all market timing will be detected in a timely manner, since the Funds will rely on the financial intermediaries to provide the trading information, and the Funds cannot be assured that the trading information, when received, will be in a format that can be quickly analyzed or evaluated by the Funds. The Funds reserve the right to modify their policies and procedures at any time without prior notice as the Funds deem necessary in their sole discretion to be in the best interests of Fund shareholders, or to comply with state or federal legal requirements.
95
| Shareholder Information |
Selling Your Shares
Generally, you may sell your Fund shares at any time. Your sales price will be the next NAV calculated after your sell order is received in good order by a Fund, its transfer agent, or your investment representative. Normally, unless you request a wire transfer, you will receive your proceeds within a week after your request is received. For more information on wire transfer requests, please see below.
Instructions for Selling Shares
If selling your Fund shares through your financial adviser or broker, ask him or her for redemption procedures. Your adviser and/or broker may have transaction minimums and/or transaction times that will affect your redemption. For all other sales transactions, follow the instructions below.
By Telephone
(unless you have declined telephone sales privileges)
| 1. | Call 1-800-782-8183 with instructions as to how you wish to receive your funds (mail, wire, electronic transfer). (See Selling Your SharesVerifying Telephone Redemptions) |
By Mail or Overnight Service
(See Selling Your SharesRedemptions in Writing Required)
| 1. | Call 1-800-782-8183 to request redemption forms or write a letter of instruction indicating: |
| ● |
your Fund and account
number |
| ● |
amount you wish to
redeem |
| ● |
address where your check
should be sent |
| ● |
account owner signature |
| 2. | Mail to: HSBC Funds, PO Box 8106, Boston, MA 02266-8106. |
Wire Transfer
You must select this option on your Account Application.
Call 1-800-782-8183 to request a wire transfer.
If you call by 4 p.m. Eastern time, your payment will normally be wired to your bank on the next business day. Otherwise, it will normally be wired on the second business day after your call.
The Funds may charge a wire transfer fee.
NOTE: Your financial institution may also charge a separate fee.
Electronic Redemptions
Call 1-800-782-8183 to request an electronic redemption. Your bank must participate in the ACH and must be a U.S. bank. Redemption proceeds will normally be credited within 7 days. Your bank may charge for this service.
96
| Shareholder Information |
|
Selling Your Shares |
Systematic Withdrawal Plan
You can receive automatic payments from your account on a monthly, quarterly, semi-annual or annual basis. The minimum withdrawal is $50. To activate this feature:
| ● |
Make sure you have
checked the appropriate box on the Account Application, or call
1-800-782-8183. |
| ● |
Include a voided personal check.
|
| ● |
Your account must have a value of $10,000 or more to start withdrawals. |
If the value of your account falls below $1,000, you may be asked to add sufficient funds to bring the account back to $1,000, or the Fund may close your account and mail the proceeds to you.
Redemptions in Writing Required
You must request redemptions in writing in the following situations:
1. Certain types of redemptions by Individual Retirement Accounts (IRAs).
2. Redemption requests requiring a Medallion Signature Guarantee, which include any of the following:
| ● |
Your account address has changed within the last 15 calendar days;
|
| ● |
The check is not being mailed to the address on your account;
|
| ● |
The check is not being made payable to the owner of the account;
|
| ● |
The redemption proceeds are being transferred to another Fund account with a different registration;
|
| ● |
The redemption proceeds
are being wired to bank instructions currently not on your account; or
|
| ● |
Other unusual situations as determined by the Funds transfer agent. |
You must obtain a Medallion Signature Guarantee from members of the STAMP (Securities Transfer Agents Medallion Program), MSP (New York Stock Exchange Signature Program) or SEMP (Stock Exchanges Medallion Program). Members are subject to dollar limitations which must be considered when requesting their guarantee. The transfer agent may reject any signature guarantee if it believes the transaction would otherwise be improper.
The transfer agent reserves the right to waive signature guarantee requirements, require a signature guarantee under other circumstances or reject or delay a redemption if the signature guarantee is not in good form. Faxed signature guarantees are generally not accepted. A notary public cannot provide a signature guarantee. The transfer agent reserves the right to reject a signature guarantee if it is not provided by a STAMP 2000 Medallion guarantor.
Signature Validation ProgramNon-Financial Transactions
The Signature Validation Program (SVP) is intended to provide validation of authorized signatures for those transactions considered non-financial (i.e. do not involve the sale, redemption or transfer of securities). The purpose of the SVP stamp on a document is to authenticate your signature and to confirm that you have the authority to provide the instructions in the document. This stamp may be obtained from eligible members of a Medallion Signature Guarantee Program (see above) or other eligible guarantor institutions in accordance with SVP. Eligible guarantor institutions generally include banks, broker/dealers, credit unions, members of national securities exchanges, registered securities associations, clearing agencies and savings associations. You should verify with the institution that they are an eligible guarantor institution prior to signing. A notary public cannot provide an SVP stamp. The transfer agent accepts an SVP stamp or a Medallion Signature Guarantee stamp if you request any of the following non-financial transactions:
| ● |
A change of name;
|
| ● |
Add or change banking
instructions; |
| ● |
Add or change
beneficiaries; |
| ● |
Add or change authorized
account traders; |
| ● |
Add a Power of Attorney;
|
| ● |
Add or change a Trustee;
or |
| ● |
A UTMA/UGMA custodian change. |
97
| Shareholder Information |
|
Selling Your Shares |
Verifying Telephone Redemptions
The Funds attempt to ensure that telephone redemptions are only made by authorized shareholders. All telephone calls are recorded for your protection and you will be asked for information to verify your identity. Given these precautions, unless you have specifically indicated on your Account Application that you do not want the telephone redemption feature, you may be responsible for any fraudulent telephone orders.
Redemptions Within 10 Days of Shares Purchased by Check
When you have made an investment by check and subsequently request a redemption, you will not receive the redemption proceeds until the Funds transfer agent is satisfied that the check has cleared (which may require up to 10 business days).
Redemption Proceeds
Redemption proceeds are generally paid in cash, but the Funds reserve the right to pay, above certain limits, all or part of any redemption proceeds in kind, that is, in securities with a market value equal to the redemption price. If the Funds make a payment in securities, the securities will be valued in the same manner as NAV is calculated. The Funds may provide these securities in lieu of cash without prior notice. You would have to pay transaction costs to sell the securities distributed to you, as well as taxes on any capital gains you may realize from the sale, or from the sale of securities you receive. Additional information is available in the Funds SAI.
Delay or Suspension in Payment of Redemption Proceeds
The Funds may suspend the right of redemption and postpone for more than seven days the date of payment upon redemption: (i) during periods when the Exchange is closed other than for weekends and certain holidays or when trading on such Exchange is restricted; (ii) during periods in which, as a result of emergency, disposal, or evaluation of the NAV of the portfolio securities is not reasonably practicable; or (iii) for such other periods as the SEC may permit.
Closing of Small Accounts
If your account falls below $50 due to redemptions, a Fund may ask you to increase your balance. If it is still below $50 after 30 days, the Fund may close your account and send you the proceeds at the current NAV.
Undeliverable or Uncashed Checks
Any check tendered in payment of a redemption transaction that cannot be delivered by the post office, or which remains uncashed for more than six months, may be reinvested in the shareholders account at the then-current NAV. No interest will accrue on amounts represented by uncashed redemption checks.
Any check tendered in payment of dividends or other distributions that cannot be delivered by the post office, or which remains uncashed for more than six months, may be reinvested in the shareholders account at the then-current NAV, and if a Fund cannot locate the shareholder, the dividend option may be changed from cash to reinvest. Distributions are reinvested on the ex-date at the NAV determined at the close of business on that date.
Unclaimed Accounts
Per state requirements, property may be transferred to the appropriate state if no activity occurs in the account within the time period specified by state law.
98
| Shareholder Information |
Distribution Arrangements/Sales Charges
This section describes the sales charges and fees you will pay as an investor in different share classes offered by the Funds. The offering price of Class A Shares includes the front-end sales load. There is no sales charge on purchases of Class I Shares. In addition, there are no 12b-1 distribution or services fees paid from the Funds for Class I Shares. As such, Class I Shares have lower annual expenses than Class A Shares.
Emerging Markets Debt Fund, Emerging Markets Local Debt Fund, Total Return Fund, Global High Yield Bond Fund, Global High Income Bond Fund and Euro High Yield Bond Fund (USD Hedged)
| Class A Shares | Class I Shares | |||||||
| Sales Charge
(Load) Amount of Purchase |
Percentage of Offering Price* |
Percentage of Investment |
||||||
|
Less than $50,000 |
4.75% |
4.99% |
||||||
|
$50,000 but
less |
4.25% |
4.44% |
No
front-end |
|||||
|
$100,000 but
less |
3.50% |
3.63% |
||||||
|
$250,000 but
less |
2.50% |
2.56% |
||||||
|
$500,000 but
less |
2.00% |
2.04% |
||||||
|
$1,000,000 and over |
None |
None |
||||||
|
Distribution (12b-1)
and |
Subject to shareholder servicing fees of up to 0.25% annually of a Funds average daily net assets attributable to Class A Shares. |
No Distribution or
|
||||||
|
Fund Expenses |
Higher annual expenses than Class I Shares. |
Lower annual expenses than Class A Shares. |
||||||
| * | The offering price of Class A Shares includes the front-end sales load. |
99
| Shareholder Information |
| Distribution Arrangements/Sales Charges |
| continued |
Frontier Markets Fund, Asia ex-Japan Smaller Companies Equity Fund and Global Equity Volatility Focused Fund
| Class A Shares | Class I Shares | ||||||
| Sales Charge (Load) | Percentage | Percentage | |||||
| Amount of Purchase | of Offering | of | |||||
| Price* | Investment | ||||||
| Less than $50,000 | 5.00% | 5.26% | |||||
| $50,000 but less | |||||||
| than $100,000 | 4.50% | 4.71% | No front-end | ||||
| $100,000 but less | sales charge. | ||||||
| than $250,000 | 3.75% | 3.90% | |||||
| $250,000 but less | |||||||
| than $500,000 | 2.50% | 2.56% | |||||
| $500,000 but less | |||||||
| than $1,000,000 | 2.00% | 2.04% | |||||
| $1,000,000 and over | None | None | |||||
|
Distribution
(12b-1) |
Subject to shareholder servicing fees of up to 0.25% annual of the Funds average daily net assets attributable to Class A Shares. |
No Distribution or Servicing Fees. |
|||||
| | |||||||
|
Fund Expenses |
Higher annual expenses than Class I Shares. |
Lower annual expenses than Class A Shares. |
|||||
| | |||||||
| * | The offering price of Class A Shares includes the front-end sales load. |
100
| Shareholder Information |
| Distribution Arrangements/Sales Charges |
| continued |
You should note that the sales charge that appears in your trade confirmation may differ slightly from the rate disclosed in this prospectus due to rounding calculations.
As indicated in the above charts, and as discussed further below, you may, under certain circumstances, be entitled to pay reduced sales charges on your purchases of Class A Shares or have those charges waived entirely. To take advantage of these discounts, you or your broker-dealer or financial intermediary must notify the Funds transfer agent at the time of your purchase order that a discount may apply to your current purchase. You may also be required to provide appropriate documentation to receive these discounts, including:
| (A) | Information or records regarding shares of the HSBC Funds held in all accounts (e.g., retirement accounts) of the shareholder at the financial intermediary; | ||
| (B) | Information or records regarding shares of the HSBC Funds held in any account of the shareholder at another financial intermediary; and | ||
| (C) | Information or records regarding shares of the HSBC Funds held at any financial intermediary by related parties of the shareholder, such as members of the same family or household. | ||
You should note in particular that, if the Funds transfer agent is properly notified, as described in Right of Accumulation and Combination Privilege below, the Amount of Purchase in the above chart will be deemed to include all Class A Shares of the HSBC Funds that were acquired by purchase or exchange, and that were subject to a sales charge, that are held at the time of purchase by you, your spouse and your children under age 21. This includes, for example, any shares held at a broker-dealer or financial intermediary other than the one handling your current purchase. In some circumstances, other Fund shares may be aggregated with your current purchase under the Right of Accumulation as described in the SAI. For purposes of determining the Amount of Purchase, all qualifying shares held at the time of purchase will be valued at their current market value.
You should also note that if you provide the Funds transfer agent a signed written letter of intent to invest a total of at least $50,000 in Class A Shares in one or more of the HSBC Funds within a 13 month period, any investments you make during the 13 months will be treated as though the total quantity were invested in one lump sum and you will receive the discounted sales charge based on your investment commitment. You must, however, inform the transfer agent that the letter of intent is in effect each time shares are purchased. Each purchase will be made at NAV plus the sales charge applicable at the time of such purchase to a single transaction of the total amount indicated in the letter of intent.
In addition to the information provided in this prospectus and the SAI, information about sales charge discounts is available from your broker or financial intermediary and, free of charge, on the Funds website at www.emfunds.us.hsbc.com or at www.investorfunds.us.hsbc.com.
Class A Shares
Sales Charge Reductions
Reduced sales charges for Class A Shares are available to shareholders with investments of $50,000 or more. In addition, you may qualify for reduced sales charges under the following circumstances. See the SAI for additional details.
| ● |
Letter of
Intent. You inform a Fund
in writing that you intend to purchase enough shares over a 13-month
period to qualify for a reduced sales charge. You must include a minimum
of 5% of the total amount you intend to purchase with your letter of
intent. |
| ● |
Right of Accumulation. When the value of Class A Shares that were subject to a sales charge at the time of acquisition, and/or any Class B or Class C Shares that you already own, plus the amount you intend to invest in Class A Shares reaches the amount needed to qualify for reduced sales charges, your added investment will qualify for the reduced sales charge. You must, at the time of purchase, give the Funds transfer agent sufficient information to permit confirmation of your qualification for the right of accumulation. |
101
| Shareholder Information |
| Distribution Arrangements/Sales Charges |
| continued |
| ● |
Combination Privilege. In addition to combining share classes (to the extent set forth above), you can combine accounts of multiple HSBC Funds (excluding the HSBC Funds that are money market funds (the HSBC Money Market Funds)) or accounts of immediate family household members (spouse and children under 21) to achieve reduced sales charges. The reduced sales charge will apply only to current purchases and must be requested in writing when you buy your shares. If you qualify for a reduced sales charge, it will apply to the total amount of money being invested, even if only a portion of that amount exceeds the breakpoint for the reduced sales charge. For example, if you already own qualifying Class A Shares of an HSBC Fund with a value of $40,000 and wish to invest an additional $20,000 in Class A Shares of an HSBC Fund, the reduced initial sales charge of 4.50% or 4.25%, as applicable, will apply to the full $20,000 purchase and not just to the $10,000 in excess of the $50,000 breakpoint. To qualify for obtaining the discount applicable to a particular purchase, you or your financial intermediary must furnish the transfer agent with a list of the account numbers and the names in which your accounts are registered at the time the purchase is made. |
Class A Shares
Waiver of Sales Charges
The following qualify for waivers of sales charges:
| ● |
Shares purchased by
investment representatives through fee-based investment products or
accounts. |
| ● |
Proceeds from
redemptions from any of the HSBC Funds within 60 days after redemption, if
you paid a front-end sales charge for those
shares. |
| ● |
Proceeds from
redemptions of Class B Shares of any of the HSBC Funds within 60 days
after redemption. |
| ● |
Proceeds from redemption
of Class A Shares received from the automatic conversion of Class B Shares
of any of the HSBC Funds within 60 days after redemption of the Class A
Shares. |
| ● |
Proceeds from
redemptions of Class A Shares of any HSBC Money Market Fund within 60 days
after redemption, if you purchased the shares of the HSBC Money Market
Fund with the proceeds of Class A Shares of any of the HSBC Funds on which
you paid a front-end sales charge or which were received from the
automatic conversion of Class B Shares of any of the HSBC
Funds. |
| ● |
Reinvestment of
distributions from a deferred compensation plan, agency, trust, or custody
account that was maintained by the Adviser or its affiliates or invested
in any of the HSBC Funds. |
| ● |
Shares purchased for
trust or other advisory accounts established with the Adviser or its
affiliates. |
| ● |
Shares purchased by
tax-qualified employee benefit plans. |
| ● |
Shares purchased by directors, trustees, employees, and family members of the Adviser and its affiliates and any organization that provides services to the HSBC Funds; current and retired Fund trustees; dealers who have an agreement with the Distributor; and any trade organization to which the Adviser or the Sub-Administrator belongs. |
Additional information concerning your ability to qualify for sales charge reductions is set forth in the SAI. You can obtain a copy of the SAI on the Funds website at www.emfunds.us.hsbc.com or at www.investorfunds.us.hsbc.com.
102
| Shareholder Information |
| Distribution Arrangements/Sales Charges |
| continued |
Distribution (12b-1) and Shareholder Servicing Fees
The Funds (except the HSBC Asia ex-Japan Smaller Companies Equity Fund, Global High Yield Bond Fund, Global High Income Bond Fund, Global Equity Volatility Focused Fund and Euro High Yield Bond Fund (USD Hedged)) have adopted a Distribution (12b-1) Plan for the Class A Shares. 12b-1 fees compensate the Distributor and other dealers and investment representatives for services and expenses relating to the sale and distribution of the Funds shares and/or for providing shareholder services. 12b-1 fees are paid from Fund assets on an ongoing basis, and will decrease the return on your investment and may cost you more than paying other types of sales charges. The Funds have also adopted a Shareholder Services Plan for Class A Shares. The Shareholder Services Plan provides that certain financial institutions and securities brokers (Shareholder Servicing Agents) provide certain services to the shareholders of the Funds, including performing certain shareholder account, administrative and service functions.
The 12b-1 and shareholder servicing fees vary by share class as follows:
| ● |
Class A Shares may pay a 12b-1 fee of up to 0.25% of the average daily net assets of the Class A Shares of the
applicable Fund. Class A Shares have a non-compensatory 12b-1 Plan. No payments have been made under this plan and
there is no current intention to charge this fee.
|
| ● |
In addition to the 12b-1 fees, Class A Shares are subject to a shareholder servicing fee of up to 0.25% of the average
daily net assets of the Class A Shares of the Funds.
|
| ● |
The combination of the 12b-1 fees and shareholder servicing fees will not exceed 0.50% for the Class A Shares.
|
| ● |
There are no Rule 12b-1 distribution and shareholder servicing fees paid from the Funds for Class I Shares. |
Class I Shares
There is no sales charge on purchases of Class I Shares.
Distribution and Shareholder Servicing ArrangementsRevenue Sharing
The Adviser and/or its affiliates may, out of their own resources, and without cost to any Fund, assist in the sale, distribution and/or servicing of a Funds shares. Without limiting the foregoing, the Adviser and/or its affiliates may, out of their own resources, and without cost to any Fund, provide compensation to selected financial intermediaries for marketing and/or shareholder recordkeeping, processing, accounting and/or other administrative services in connection with the sale, distribution and/or servicing of shares and shareholders of the Fund. These payments, which may be significant, are not paid by the Funds, and therefore, do not increase Fund expenses. Accordingly, these payments are not included in the fee and expense tables in this Prospectus. In addition, these payments do not change the price paid by shareholders for the purchase of Fund shares, the amount the Funds receive as proceeds from such sales or the fees and expenses paid by the Funds. Historically, these payments have generally been structured as a percentage of average net assets attributable to the financial intermediary, but may also be structured as a fixed dollar amount, or a combination of the two, or may be calculated on another appropriate basis. These payments are in addition to commissions and 12b-1 fees, shareholder servicing fees and sales charges borne by shareholders. The making of these payments creates a conflict of interest for a financial intermediary receiving such payments to recommend the Funds over another investment. Shareholders should ask their financial intermediaries about how they will be compensated for investments made in the Funds.
103
| Shareholder Information |
Exchanging Your Shares
If exchanging your shares through your financial adviser or broker, ask him or her for exchange procedures. Your adviser and/or broker may have transaction minimums and/or transaction times that will affect your exchange. For all other redemption transactions, follow the instructions below.
You can exchange your shares of a Fund for shares of the same class of another HSBC Fund, usually without paying additional sales charges (see Notes on Exchanges). Transaction fees are generally not charged for exchanges.
You must meet the minimum investment requirements for the HSBC Fund into which you are exchanging. Exchanges from one HSBC Fund to another are taxable.
Instructions for Exchanging Shares
Exchanges may be made by sending a written request to HSBC Funds, PO Box 8106, Boston, MA 02266-8106 or by calling 1-800-782-8183. Please provide the following information:
| ● |
Your name and telephone number
|
| ● |
The exact name on your account and account number
|
| ● |
Taxpayer identification number (usually your social security number)
|
| ● |
Dollar value or number of shares to be exchanged
|
| ● |
The name of the Fund
from which the exchange is to be made |
| ● |
The name of the Fund into which the exchange is being made |
See Selling Your Shares for important information about telephone transactions.
To prevent disruption in the management of the Funds due to market timing strategies, excessive exchange activity may be limited.
Notes on Exchanges
When exchanging from an HSBC Fund that has no sales charge or a lower sales charge to an HSBC Fund with a higher sales charge, you will pay the difference.
The registration and tax identification numbers of the two accounts must be identical.
The Exchange Privilege (including automatic exchanges) may be changed or eliminated at any time upon a 60-day notice to shareholders.
Be sure to read carefully the Prospectus of any HSBC Fund into which you wish to exchange shares.
Class A Shares of the Funds may be exchanged for Class D Shares of the HSBC Money Market Funds only if you are otherwise eligible to hold Class D Shares. In all other cases, you will receive Class A Shares of the HSBC Money Market Funds in exchange for your Class A Shares of the HSBC Funds.
Delivery of Shareholder Documents
In an effort to reduce the cost associated with the printing and mailing of prospectuses, annual reports and semi-annual reports, as well as reduce the likelihood of our shareholders receiving duplicative mailings, the Funds intend to mail only one prospectus and shareholder report to shareholders having the same last name and residing at a common address. If you wish to receive separate copies of the prospectuses and shareholder reports, please contact your financial adviser or registered representative at the institution where you have your account.
104
| Shareholder Information |
| Delivery of Shareholder Documents |
| continued |
If you are a client of HSBC Securities (USA) Inc., please send your request to the address below:
HSBC Securities (USA) Inc.
P.O. Box 4217
Buffalo, NY
14240-8929
If you have any questions regarding the delivery of shareholder documents, please call 1-800-662-3343.
If your account is held directly with a Fund, please mail your request to the address below:
HSBC Funds
PO Box 8106
Boston, MA 02266-8106
If you have any questions regarding the delivery of shareholder documents, please call 1-800-782-8183.
The Funds will begin sending you individual copies of prospectuses and shareholder reports thirty days after receiving your request.
Other Information
The prospectus and SAI, related regulatory filings, and any other Fund communications or disclosure documents do not purport to create any contractual obligations between a Fund and shareholders. Each Fund may amend any of these documents or enter into (or amend) a contract on behalf of the Fund without shareholder approval except where shareholder approval is specifically required. Furthermore, shareholders are not intended to be third-party beneficiaries of any contracts entered into by (or on behalf of) a Fund, including contracts with the Adviser, Subadviser or other parties who provide services to the Fund.
| Dividends, Distributions and Taxes |
|
Dividends and Distributions All dividends and distributions will be automatically reinvested unless you request otherwise. There are no sales charges for reinvested dividends and distributions. Dividends are higher for Class I Shares than for Class A Shares because Class I Shares have lower operating expenses. Net capital gains are distributed at least annually. Distributions are made on a per share basis regardless of how long you have owned your shares. Therefore, if you invest shortly before the distribution date, some of your investment will be returned to you in the form of a distribution, which will generally be taxable. To the extent permitted by law, a Fund retains the right to temporarily suspend paying dividends if it is believed to be in the best interest of the Fund. |
Taxes
The following information related to tax matters is meant as a general summary for U.S. taxpayers. Please see the SAI for more information. Because everyones tax situation is unique, you should rely on your own tax advisor for advice about the particular federal, state and local tax consequences to you of investing in the Funds.
| ● |
A Fund generally will
not have to pay income tax on amounts it distributes to shareholders,
although shareholders will be taxed on distributions they
receive. |
| ● |
Any income a Fund
receives and any capital gain that a Fund derives is paid out, less
expenses, to its shareholders. |
| ● |
Dividends from the
Emerging Markets Debt Fund, Emerging Markets Local Debt Fund, Total Return
Fund, Global High Yield Bond Fund, Global High Income Bond Fund and Euro
High Yield Bond Fund (USD Hedged) are paid monthly. Dividends from the
Frontier Markets Fund, Asia ex-Japan Smaller Companies Equity Fund and
Global Equity Volatility Focused Fund are paid annually. Net capital
gains, if any, for all Funds are distributed at least annually. Unless a
shareholder elects to receive dividends in cash, dividends and
distributions will be automatically invested in additional shares of a
Fund. |
| ● |
Dividends and
distributions are treated in the same manner for federal income tax
purposes whether you receive them in cash or in additional
shares. |
| ● |
Subject to certain limitations, qualifying dividends on corporate stock that are designated as qualified dividend income are eligible for a reduced maximum rate to individuals of 15% or 20%, depending on whether the individuals income exceeds certain threshold amounts. |
105
| Shareholder Information |
| Dividends, Distributions and Taxes |
| continued |
| ● |
Any portion of a Funds
dividend that is derived from interest will not qualify for the reduced
rate of tax that may apply to certain qualifying dividends on corporate
stock, as described above. Instead, dividends attributable to interest
will be taxed at the ordinary income tax rate applicable to the taxpayer.
If a Fund reports a dividend as a capital gain distribution (e.g., when
the Fund has a gain from the sale of an asset that the Fund held for more
than one year), you will pay tax on that dividend at the long-term capital
gains tax rate, no matter how long you have held your Fund shares.
Distributions of short-term capital gains (e.g., when a Fund has a gain
from the sale of an asset it held for one year or less) are taxable at
ordinary income tax rates. |
| ● |
An additional 3.8%
Medicare tax is imposed on certain net investment income (including
ordinary dividends and capital gain distributions received from a Fund and
net gains from redemptions or other taxable dispositions of Fund shares)
of U.S. individuals, estates and trusts to the extent that such persons
modified adjusted gross income (in the case of an individual) or
adjusted gross income (in the case of an estate or trust) exceeds
certain threshold amounts. |
| ● |
Dividends are taxable in
the year in which they are paid or deemed paid, even if they appear on
your account statement the following year. If a Fund declares a dividend
in October, November or December of a year and distributes the dividend in
January of the next year, you may be taxed as if you received it in the
year declared rather than the year received. |
| ● |
There may be tax
consequences to you if you dispose of your shares in a Fund, for example,
through redemption, exchange or sale. The amount of any gain or loss and
the rate of tax will depend mainly upon how much you pay for the shares,
how much you sell them for, and how long you held them.
|
| ● |
Any loss recognized on
shares held for six months or less will be treated as long-term capital
loss to the extent of any long-term capital gain distributions that were
received with respect to the shares. Additionally, any loss realized on a
sale or exchange of shares of a Fund may be disallowed under wash sale
rules to the extent the shares disposed of are replaced within a period of
61 days beginning 30 days before and ending 30 days after disposition
including replacements pursuant to a dividend reinvestment in shares of
the Fund. If disallowed, the loss will be reflected in an adjustment to
the tax basis of the shares acquired. |
| ● |
The Internal Revenue
Code requires the Funds to report to the Internal Revenue Service, and
furnish to Fund shareholders, cost basis information for Fund shares
purchased on or after January 1, 2012, and sold on or after that date. The
Funds will permit Fund shareholders to elect from among several cost basis
methods accepted by the Internal Revenue Service, including average cost.
In the absence of an election by a shareholder, the Funds will use the
average cost method with respect to that shareholder.
|
| ● |
Some foreign governments
levy withholding taxes against dividend and interest income. Although in
some countries a portion of these withholding taxes is recoverable, the
non-recovered portion will reduce the income received from the securities
in the Funds. If more than 50% of the value of a Funds total assets at
the close of its taxable year consists of stock or securities of foreign
corporations, that Fund may elect to pass through to its shareholders
the amount of foreign taxes paid or deemed paid by that Fund. If that Fund
so elects, each of its shareholders would be required to include in gross
income, even though not actually received, its pro rata share of the
foreign taxes paid or deemed paid by that Fund, but would be treated as
having paid its pro rata share of such foreign taxes and would therefore
be allowed to either deduct such amount in computing taxable income or use
such amount (subject to holding period and certain other limitations) as a
foreign tax credit against federal income tax (but not both). A Fund will
provide you with the information necessary to reflect foreign taxes paid
on your income tax if it makes this election. |
| ● |
Information regarding the federal tax status of distributions made by a Fund will be mailed by February 15th of each year. The notice will tell you which dividends must be treated as taxable ordinary income and which (if any) are long-term capital gain. Depending on your residence for tax purposes, distributions also may be subject to state and local taxes, including withholding taxes. |
106
| Shareholder Information |
| Dividends, Distributions and Taxes |
| continued |
| ● |
If you buy shares of a
Fund before it makes a taxable distribution, the distribution will be
taxable to you even though it may actually be a return of a portion of
your investment. This is known as buying a
dividend. |
| ● |
As with all mutual
funds, a Fund may be required to withhold U.S. federal income tax at the
rate of 28% of all taxable distributions payable to you if you fail to
provide the Fund with your correct taxpayer identification number or to
make required certifications, or if you have been notified by the IRS that
you are subject to backup withholding. Backup withholding is not an
additional tax, but is a method in which the IRS ensures that it will
collect taxes otherwise due. |
| ● |
Any amounts withheld may
be credited against your U.S. federal income tax
liability. |
| ● |
Foreign shareholders are
generally subject to special withholding requirements. If a Fund elects to
report distributions of U.S. source interest and short-term capital gains,
such distributions may be paid to foreign shareholders free of
withholding. A Fund has the option of not accepting purchase orders from
non-U.S. investors. |
| ● |
If you invest through a
tax-deferred retirement account, such as an IRA, you generally will not
have to pay tax on dividends or capital gains until they are distributed
from the account. These accounts are subject to complex tax rules, and you
should consult your tax adviser about investment through a tax-deferred
account. |
| ● |
There is a penalty on
certain pre-retirement distributions from retirement
accounts. |
| ● |
A Fund is required to withhold U.S. tax (at a 30% rate) on payments of dividends and (effective January 1, 2019) redemption proceeds and certain capital gains dividends, made to certain non-U.S. entities that fail to comply (or be deemed compliant) with extensive new reporting and withholding requirements designed to inform the U.S. Department of the Treasury of U.S.-owned foreign investment accounts. Shareholders may be requested to provide additional information to the Fund to enable the Fund to determine whether withholding is required. |
107
| Financial Highlights |
The financial highlights table is intended to help you understand the Funds financial performance for the past 5 years or, if shorter, the period of the Funds operations. Certain information reflects financial results for a single Fund share. The total returns in the table represent the rate that an investor would have earned or lost on an investment in a Fund (assuming reinvestment of all dividends and distributions). This information has been derived from information audited by PricewaterhouseCoopers LLP beginning with the fiscal year ended October 31, 2015 and thereafter, and by KPMG LLP for the fiscal years ended October 31, 2014 and prior, whose reports, along with the Funds financial statements, are incorporated herein by reference and included in the Funds annual report, which is available upon request.
Effective June 24, 2016, the Funds, which were series of HSBC Funds, a Massachusetts business trust, reorganized with and into corresponding series of HSBC Funds, a Delaware statutory trust (the Reorganization). Upon completion of the Reorganization, the respective share classes of each Fund assumed the performance, financial and other historical information of those of the corresponding predecessor fund.
108
| HSBC EMERGING MARKETS DEBT FUND |
| Financial Highlights |
Selected data for a share outstanding throughout the periods indicated.
| Investment Activities | Distributions | Ratios/Supplementary Data | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net Realized | Ratio of Net | Ratio of | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| and | Net | Investment | Expenses | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net Asset | Net | Unrealized | Net Realized | Assets | Ratio of Net | Income/ | to Average | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Value, | Investment | Gains/ | Total from | Net | Gains from | Net Asset | at End of | Expenses to | (Loss) to | Net Assets | Portfolio | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Beginning | Income | (Losses) from | Investment | Investment | Investment | Total | Value, End | Total | Period | Average Net | Average Net | (Excluding Fee | Turnover | |||||||||||||||||||||||||||||||||||||||||||||||||||
| of Period | (Loss) | Investments | Activities | Income | Transactions | Distributions | of Period | Return(a) | (000s) | Assets(b) | Assets(b) | Reductions)(b) | (a)(c) | |||||||||||||||||||||||||||||||||||||||||||||||||||
| CLASS A SHARES | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Year Ended October 31, 2016 | $ | 9.89 | $ | 0.35 | (d) | $ | 0.54 | $ | 0.89 | $ | (0.49 | ) | $ | | $ | (0.49 | ) | $ | 10.29 | 9.36 | % | $ | 463 | 1.07% | 3.55% | 3.13% | 91% | |||||||||||||||||||||||||||||||||||||
| Year Ended October 31, 2015 | 10.37 | 0.37 | (d) | (0.42 | ) | (0.05 | ) | (0.43 | ) | | (0.43 | ) | 9.89 | (0.52 | )% | 742 | 1.20% | 3.64% | 1.84% | 90% | ||||||||||||||||||||||||||||||||||||||||||||
| Year Ended October 31, 2014 | 10.42 | 0.37 | 0.13 | 0.50 | (0.39 | ) | (0.16 | ) | (0.55 | ) | 10.37 | 5.07 | % | 1,195 | 1.20% | 3.59% | 1.51% | 51% | ||||||||||||||||||||||||||||||||||||||||||||||
| Year Ended October 31, 2013 | 11.42 | 0.43 | (0.74 | ) | (0.31 | ) | (0.47 | ) | (0.22 | ) | (0.69 | ) | 10.42 | (2.84 | )% | 1,042 | 1.20% | 3.92% | 1.48% | 53% | ||||||||||||||||||||||||||||||||||||||||||||
| Year Ended October 31, 2012 | 10.23 | 0.47 | 1.21 | 1.68 | (0.49 | ) | | (0.49 | ) | 11.42 | 16.90 | % | 482 | 1.20% | 4.32% | 1.55% | 54% | |||||||||||||||||||||||||||||||||||||||||||||||
| CLASS I SHARES | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Year Ended October 31, 2016 | 9.91 | 0.39 | (d) | 0.54 | 0.93 | (0.60 | ) | | (0.60 | ) | 10.24 | 9.70 | % | 10,409 | 0.70% | 3.90% | 2.83% | 91% | ||||||||||||||||||||||||||||||||||||||||||||||
| Year Ended October 31, 2015 | 10.39 | 0.40 | (d) | (0.41 | ) | (0.01 | ) | (0.47 | ) | | (0.47 | ) | 9.91 | (0.11 | )% | 11,267 | 0.85% | 3.97% | 1.29% | 90% | ||||||||||||||||||||||||||||||||||||||||||||
| Year Ended October 31, 2014 | 10.44 | 0.41 | 0.13 | 0.54 | (0.43 | ) | (0.16 | ) | (0.59 | ) | 10.39 | 5.43 | % | 40,839 | 0.85% | 3.99% | 1.16% | 51% | ||||||||||||||||||||||||||||||||||||||||||||||
| Year Ended October 31, 2013 | 11.44 | 0.45 | (0.72 | ) | (0.27 | ) | (0.51 | ) | (0.22 | ) | (0.73 | ) | 10.44 | (2.52 | )% | 41,027 | 0.85% | 4.19% | 1.13% | 53% | ||||||||||||||||||||||||||||||||||||||||||||
| Year Ended October 31, 2012 | 10.25 | 0.51 | 1.20 | 1.71 | (0.52 | ) | | (0.52 | ) | 11.44 | 17.19 | % | 39,751 | 0.85% | 4.68% | 1.28% | 54% | |||||||||||||||||||||||||||||||||||||||||||||||
| CLASS S SHARES | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Period Ended October 31, 2015(e) | 10.40 | 0.41 | (d) | (0.42 | ) | (0.01 | ) | (0.26 | ) | | (0.26 | ) | 10.13 | (0.09 | )% | | 0.75% | 4.06% | 1.04% | 90% | ||||||||||||||||||||||||||||||||||||||||||||
| Year Ended October 31, 2014 | 10.44 | 0.42 | 0.14 | 0.56 | (0.44 | ) | (0.16 | ) | (0.60 | ) | 10.40 | 5.64 | % | 127 | 0.75% | 4.09% | 1.06% | 51% | ||||||||||||||||||||||||||||||||||||||||||||||
| Year Ended October 31, 2013 | 11.44 | 0.47 | (0.73 | ) | (0.26 | ) | (0.52 | ) | (0.22 | ) | (0.74 | ) | 10.44 | (2.42 | )% | 121 | 0.75% | 4.29% | 1.03% | 53% | ||||||||||||||||||||||||||||||||||||||||||||
| Year Ended October 31, 2012 | 10.25 | 0.52 | 1.20 | 1.72 | (0.53 | ) | | (0.53 | ) | 11.44 | 17.30 | % | 124 | 0.75% | 4.78% | 1.18% | 54% | |||||||||||||||||||||||||||||||||||||||||||||||
| (a) | Not annualized for periods less than one year. Total return calculations do not include any sales or redemption charges. |
| (b) | Annualized for periods less than one year. |
| (c) | Portfolio turnover is calculated on the basis of the Fund as a whole without distinguishing between the classes of shares issued. |
| (d) | Calculated based on average shares outstanding. |
| (e) | Class S Shares were operational during a portion of the year only. Amounts reflect performance for the period of time the class had operations, which was 236 days during the period from November 1, 2015 to June 24, 2015. |
| Amounts designated as are $0.00 or round to $0.00. | |
109
| HSBC EMERGING MARKETS LOCAL DEBT FUND |
|
Financial Highlights |
Selected data for a share outstanding throughout the periods indicated.
| Investment Activities | Distributions | Ratios/Supplementary Data | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net
Asset Value, Beginning of Period |
Net Investment Income (Loss) |
Net
Realized and Unrealized Gains/ (Losses) from Investments |
Total
from Investment Activities |
Net Investment Income |
Net Realized Gains from Investment Transactions |
Return
of Capital |
Total Distributions |
Net Asset |
Total Return(a) |
Net Assets at End of Period (000s) |
Ratio of Net Expenses to Average Net Assets(b) |
Ratio of
Net Investment Income/ (Loss) to Average Net Assets(b) |
Ratio
of Expenses to Average Net Assets (Excluding Fee Reductions)(b) |
Portfolio Turnover (a)(c) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| CLASS A SHARES | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Year Ended October 31, 2016 | $ | 6.76 | $ | 0.31 | (d) | $ | 0.30 | $ | 0.61 | $ | (0.10 | ) | $ | | $ | (0.03 | ) | $ | (0.13 | ) | $ | 7.24 | 9.45 | % | $ | 152 | 1.04% | 4.55% | 2.83% | 96% | ||||||||||||||||||||||||||||||||||||||||
| Year Ended October 31, 2015 | 8.61 | 0.34 | (d) | (1.90 | ) | (1.56 | ) | | | (0.29 | ) | (0.29 | ) | 6.76 | (18.46 | )% | 154 | 1.20% | 4.44% | 1.99% | 186% | |||||||||||||||||||||||||||||||||||||||||||||||||
| Year Ended October 31, 2014 | 9.15 | 0.36 | (d) | (0.54 | ) | (0.18 | ) | | | (0.36 | ) | (0.36 | ) | 8.61 | (1.91 | )% | 291 | 1.20% | 4.08% | 1.79% | 199% | |||||||||||||||||||||||||||||||||||||||||||||||||
| Year Ended October 31, 2013 | 9.86 | 0.24 | (0.69 | ) | (0.45 | ) | (0.19 | ) | (0.05 | ) | (0.02 | ) | (0.26 | ) | 9.15 | (4.60 | )% | 1,366 | 1.20% | 2.49% | 1.69% | 86% | ||||||||||||||||||||||||||||||||||||||||||||||||
| Year Ended October 31, 2012 | 9.54 | 0.21 | 0.21 | 0.42 | (0.10 | ) | | | (0.10 | ) | 9.86 | 4.47 | % | 2,053 | 1.20% | 2.13% | 1.94% | 43% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| CLASS I SHARES | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Year Ended October 31, 2016 | 6.75 | 0.32 | (d) | 0.32 | 0.64 | (0.10 | ) | | (0.03 | ) | (0.13 | ) | 7.26 | 9.83 | % | 27,433 | 0.65% | 4.62% | 2.51% | 96% | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Year Ended October 31, 2015 | 8.61 | 0.36 | (d) | (1.90 | ) | (1.54 | ) | | | (0.32 | ) | (0.32 | ) | 6.75 | (18.14 | )% | 14,787 | 0.85% | 4.73% | 1.65% | 186% | |||||||||||||||||||||||||||||||||||||||||||||||||
| Year Ended October 31, 2014 | 9.16 | 0.44 | (d) | (0.59 | ) | (0.15 | ) | (0.04 | ) | | (0.36 | ) | (0.40 | ) | 8.61 | (1.55 | )% | 40,581 | 0.85% | 5.01% | 1.45% | 199% | ||||||||||||||||||||||||||||||||||||||||||||||||
| Year Ended October 31, 2013 | 9.87 | 0.28 | (0.70 | ) | (0.42 | ) | (0.22 | ) | (0.05 | ) | (0.02 | ) | (0.29 | ) | 9.16 | (4.25 | )% | 29,493 | 0.85% | 2.87% | 1.34% | 86% | ||||||||||||||||||||||||||||||||||||||||||||||||
| Year Ended October 31, 2012 | 9.55 | 0.24 | 0.21 | 0.45 | (0.13 | ) | | | (0.13 | ) | 9.87 | 4.80 | % | 30,602 | 0.85% | 2.47% | 1.62% | 43% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| CLASS S SHARES | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Period Ended October 31, 2015(e) | 8.61 | 0.35 | (d) | (1.27 | ) | (0.92 | ) | | | (0.19 | ) | (0.19 | ) | 7.50 | (10.72 | )% | | 0.75% | 4.51% | 1.35% | 186% | |||||||||||||||||||||||||||||||||||||||||||||||||
| Year Ended October 31, 2014 | 9.16 | 0.44 | (d) | (0.58 | ) | (0.14 | ) | (0.05 | ) | | (0.36 | ) | (0.41 | ) | 8.61 | (1.46 | )% | 96 | 0.75% | 5.05% | 1.34% | 199% | ||||||||||||||||||||||||||||||||||||||||||||||||
| Year Ended October 31, 2013 | 9.87 | 0.29 | (0.70 | ) | (0.41 | ) | (0.23 | ) | (0.05 | ) | (0.02 | ) | (0.30 | ) | 9.16 | (4.16 | )% | 97 | 0.75% | 2.97% | 1.24% | 86% | ||||||||||||||||||||||||||||||||||||||||||||||||
| Year Ended October 31, 2012 | 9.55 | 0.25 | 0.21 | 0.46 | (0.14 | ) | | | (0.14 | ) | 9.87 | 4.89 | % | 102 | 0.75% | 2.59% | 1.51% | 43% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| (a) | Not annualized for periods less than one year. Total return calculations do not include any sales or redemption charges. |
| (b) | Annualized for periods less than one year. |
| (c) | Portfolio turnover is calculated on the basis of the Fund as a whole without distinguishing between the classes of shares issued. |
| (d) | Calculated based on average shares outstanding. |
| (e) | Class S Shares were operational during a portion of the year only. Amounts reflect performance for the period of time the class had operations, which was 238 days during the period from November 1, 2015 to June 26, 2015. |
| Amounts designated as are $0.00 or round to $0.00. | |
110
| HSBC TOTAL RETURN FUND |
|
Financial Highlights |
Selected data for a share outstanding throughout the periods indicated.
| Investment Activities | Distributions | Ratios/Supplementary Data | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net
Asset Value, Beginning of Period |
Net Investment Income (Loss)(a) |
Net
Realized and Unrealized Gains/ (Losses) from Investments |
Total
from Investment Activities |
Net Investment Income |
Net
Realized Gains from Investment Transactions |
Total Distributions |
Net
Asset Value, End of Period |
Total Return(b) |
Net Assets at End of Period (000s) |
Ratio of
Net Expenses to Average Net Assets(c) |
Ratio of
Net Investment Income/ (Loss) to Average Net Assets(c) |
Ratio
of Expenses to Average Net Assets (Excluding Fee Reductions)(c) |
Portfolio Turnover (b)(d) | ||||||||||||||||||||||||||||||||||||||||||||||||||
| CLASS A SHARES | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Year Ended October 31, 2016 | $ | 10.20 | $ | 0.21 | $ | 0.14 | $ | 0.35 | $ | (0.58 | ) | $ | (0.02 | ) | $ | (0.60 | ) | $ | 9.95 | 3.74 | % | $ | 7,790 | 1.56% | 2.12% | 1.99% | 47% | ||||||||||||||||||||||||||||||||||||
| Year Ended October 31, 2015 | 10.36 | 0.05 | (0.06 | ) | (0.01 | ) | (0.15 | ) | | (0.15 | ) | 10.20 | (0.07 | )% | 7,562 | 1.52% | 0.52% | 1.52% | 26% | ||||||||||||||||||||||||||||||||||||||||||||
| Year Ended October 31, 2014 | 10.13 | 0.04 | 0.41 | 0.45 | (0.18 | ) | (0.04 | ) | (0.22 | ) | 10.36 | 4.50 | % | 406 | 1.52% | 0.44% | 1.52% | 77% | |||||||||||||||||||||||||||||||||||||||||||||
| Year Ended October 31, 2013 | 10.32 | 0.10 | (0.21 | ) | (0.11 | ) | (0.05 | ) | (0.03 | ) | (0.08 | ) | 10.13 | (1.06 | )% | 268 | 1.47% | 0.94% | 1.47% | 64% | |||||||||||||||||||||||||||||||||||||||||||
| Period Ended October 31, 2012(e) | 10.00 | 0.03 | 0.33 | 0.36 | (0.04 | ) | | (0.04 | ) | 10.32 | 3.62 | % | 256 | 1.60% | 0.56% | 1.61% | 83% | ||||||||||||||||||||||||||||||||||||||||||||||
| CLASS I SHARES | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Year Ended October 31, 2016 | 10.22 | 0.23 | 0.16 | 0.39 | (0.58 | ) | (0.02 | ) | (0.60 | ) | 10.01 | 4.16 | % | 64,376 | 1.24% | 2.40% | 1.37% | 47% | |||||||||||||||||||||||||||||||||||||||||||||
| Year Ended October 31, 2015 | 10.38 | 0.06 | (0.04 | ) | 0.02 | (0.18 | ) | | (0.18 | ) | 10.22 | 0.21 | % | 1,181,045 | 1.13% | 0.56% | 1.13% | 26% | |||||||||||||||||||||||||||||||||||||||||||||
| Year Ended October 31, 2014 | 10.15 | 0.08 | 0.40 | 0.48 | (0.21 | ) | (0.04 | ) | (0.25 | ) | 10.38 | 4.85 | % | 1,025,926 | 1.17% | 0.77% | 1.17% | 77% | |||||||||||||||||||||||||||||||||||||||||||||
| Year Ended October 31, 2013 | 10.33 | 0.13 | (0.20 | ) | (0.07 | ) | (0.08 | ) | (0.03 | ) | (0.11 | ) | 10.15 | (0.66 | )% | 642,545 | 1.18% | 1.33% | 1.18% | 64% | |||||||||||||||||||||||||||||||||||||||||||
| Period Ended October 31, 2012(e) | 10.00 | 0.07 | 0.31 | 0.38 | (0.05 | ) | | (0.05 | ) | 10.33 | 3.82 | % | 348,443 | 1.18% | 1.08% | 1.18% | 83% | ||||||||||||||||||||||||||||||||||||||||||||||
| CLASS S SHARES | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Year Ended October 31, 2016 | 10.22 | 0.25 | 0.13 | 0.38 | (0.60 | ) | (0.02 | ) | (0.62 | ) | 9.98 | 4.14 | % | 3 | 1.15% | 2.55% | 1.18% | 47% | |||||||||||||||||||||||||||||||||||||||||||||
| Year Ended October 31, 2015 | 10.38 | 0.07 | (0.04 | ) | 0.03 | (0.19 | ) | | (0.19 | ) | 10.22 | 0.31 | % | 26,079 | 1.03% | 0.65% | 1.03% | 26% | |||||||||||||||||||||||||||||||||||||||||||||
| Year Ended October 31, 2014 | 10.15 | 0.10 | 0.39 | 0.49 | (0.22 | ) | (0.04 | ) | (0.26 | ) | 10.38 | 4.94 | % | 25,994 | 1.07% | 0.95% | 1.07% | 77% | |||||||||||||||||||||||||||||||||||||||||||||
| Year Ended October 31, 2013 | 10.33 | 0.18 | (0.24 | ) | (0.06 | ) | (0.09 | ) | (0.03 | ) | (0.12 | ) | 10.15 | (0.57 | )% | 24,758 | 1.12% | 1.80% | 1.12% | 64% | |||||||||||||||||||||||||||||||||||||||||||
| Period Ended October 31, 2012(e) | 10.00 | 0.05 | 0.34 | 0.39 | (0.06 | ) | | (0.06 | ) | 10.33 | 3.87 | % | 104 | 1.15% | 0.91% | 1.48% | 83% | ||||||||||||||||||||||||||||||||||||||||||||||
| (a) | Calculated based on average shares outstanding. |
| (b) | Not annualized for periods less than one year. Total return calculations do not include any sales or redemption charges. |
| (c) | Annualized for periods less than one year. |
| (d) | Portfolio turnover is calculated on the basis of the Fund as a whole without distinguishing between the classes of shares issued. |
| (e) | Commencement of operations on March 30, 2012. |
| Amounts designated as are $0.00 or round to $0.00. | |
111
| HSBC FRONTIER MARKETS FUND |
|
Financial Highlights |
Selected data for a share outstanding throughout the periods indicated.
| Investment Activities | Distributions | Ratios/Supplementary Data | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net
Asset Value, Beginning of Period |
Net |
Net
Realized and Unrealized Gains/ (Losses) from Investments |
Total
from Investment Activities |
Net Investment Income |
Net
Realized Gains from Investment Transactions |
Total Distributions |
Net
Asset Value, End of Period |
Total Return(b) |
Net Assets at End of Period (000's) |
Ratio of
Net Expenses to Average Net Assets |
Ratio of
Net Investment Income/ (Loss) to Average Net Assets |
Ratio
of Expenses to Average Net Assets (Excluding Fee Reductions) |
Portfolio Turnover (c) | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| CLASS A SHARES | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Year Ended October 31, 2016 | $ | 12.11 | $ | 0.13 | $ | 0.14 | $ | 0.27 | $ | (0.44 | ) | $ | | $ | (0.44 | ) | $ | 11.94 | 2.59 | % | $ | 7,069 | 2.18% | 1.17% | 2.55% | 8% | |||||||||||||||||||||||||||||||||||||||
| Year Ended October 31, 2015 | 14.95 | 0.12 | (1.81 | ) | (1.69 | ) | (0.09 | ) | (1.06 | ) | (1.15 | ) | 12.11 | (11.67 | )% | 21,756 | 2.20% | 0.96% | 2.20% | 66% | |||||||||||||||||||||||||||||||||||||||||||||
| Year Ended October 31, 2014 | 13.06 | 0.20 | 2.14 | 2.34 | (0.05 | ) | (0.40 | ) | (0.45 | ) | 14.95 | 18.38 | % | 44,837 | 2.20% | 1.38% | 2.24% | 64% | |||||||||||||||||||||||||||||||||||||||||||||||
| Year Ended October 31, 2013 | 10.93 | 0.08 | 2.45 | 2.53 | (0.40 | ) | | (0.40 | ) | 13.06 | 23.85 | % | 18,342 | 2.20% | 0.60% | 2.69% | 44% | ||||||||||||||||||||||||||||||||||||||||||||||||
| Year Ended October 31, 2012 | 9.66 | 0.16 | 1.12 | 1.28 | (0.01 | ) | | (0.01 | ) | 10.93 | 13.27 | % | 1,409 | 2.20% | 1.51% | 3.79% | 26% | ||||||||||||||||||||||||||||||||||||||||||||||||
| CLASS I SHARES | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Year Ended October 31, 2016 | 12.19 | 0.22 | 0.09 | 0.31 | (0.48 | ) | | (0.48 | ) | 12.02 | 2.99 | % | 42,207 | 1.82% | 1.93% | 2.20% | 8% | ||||||||||||||||||||||||||||||||||||||||||||||||
| Year Ended October 31, 2015 | 15.08 | 0.19 | (1.85 | ) | (1.66 | ) | (0.17 | ) | (1.06 | ) | (1.23 | ) | 12.19 | (11.42 | )% | 120,010 | 1.85% | 1.44% | 1.86% | 66% | |||||||||||||||||||||||||||||||||||||||||||||
| Year Ended October 31, 2014 | 13.15 | 0.23 | 2.17 | 2.40 | (0.07 | ) | (0.40 | ) | (0.47 | ) | 15.08 | 18.77 | % | 173,616 | 1.85% | 1.57% | 1.90% | 64% | |||||||||||||||||||||||||||||||||||||||||||||||
| Year Ended October 31, 2013 | 10.97 | 0.15 | 2.43 | 2.58 | (0.40 | ) | | (0.40 | ) | 13.15 | 24.25 | % | 70,273 | 1.85% | 1.20% | 2.38% | 44% | ||||||||||||||||||||||||||||||||||||||||||||||||
| Year Ended October 31, 2012 | 9.67 | 0.29 | 1.03 | 1.32 | (0.02 | ) | | (0.02 | ) | 10.97 | 13.68 | % | 16,375 | 1.85% | 2.83% | 2.79% | 26% | ||||||||||||||||||||||||||||||||||||||||||||||||
| (a) | Calculated based on average shares outstanding. |
| (b) | Total return calculations do not include any sales or redemption charges. |
| (c) | Portfolio turnover is calculated on the basis of the Fund as a whole without distinguishing between the classes of shares issued. |
| Amounts designated as are $0.00 or round to $0.00. | |
112
| HSBC ASIA EX-JAPAN SMALLER COMPANIES EQUITY FUND |
|
Financial Highlights |
Selected data for a share outstanding throughout the periods indicated.
| Investment Activities | Distributions | Ratios/Supplementary Data | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net
Asset Value, Beginning of Period |
Net Investment Income (Loss)(a) |
Net
Realized and Unrealized Gains/ (Losses) from Investments |
Total
from Investment Activities |
Net Investment Income |
Net
Realized Gains from Investment Transactions |
Total Distributions |
Net
Asset Value, End of Period |
Total Return(b) |
Net Assets at End of Period (000s) |
Ratio of
Net Expenses to Average Net Assets(c) |
Ratio of
Net Investment Income/ (Loss) to Average Net Assets(c) |
Ratio
of Expenses to Average Net Assets (Excluding Fee Reductions)(c) |
Portfolio Turnover (b)(d) | |||||||||||||||||||||||||||||||||||||||||||||||||||
| CLASS A SHARES | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Year Ended October 31, 2016 | $ | 9.59 | $ | 0.10 | $ | 1.46 | $ | 1.56 | $ | (0.11 | ) | $ | | $ | (0.11 | ) | $ | 11.04 | 16.29 | % | $ | 181 | 1.72% | 0.98% | 3.88% | 93% | ||||||||||||||||||||||||||||||||||||||
| Period Ended October 31, 2015(e) | 10.00 | 0.10 | (0.49 | ) | (0.39 | ) | (0.02 | ) | | (0.02 | ) | 9.59 | (3.82 | )% | 156 | 1.75% | 1.03% | 3.64% | 146% | |||||||||||||||||||||||||||||||||||||||||||||
| CLASS I SHARES | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Year Ended October 31, 2016 | 9.62 | 0.15 | 1.45 | 1.60 | (0.17 | ) | | (0.17 | ) | 11.05 | 16.75 | % | 11,114 | 1.36% | 1.55% | 3.57% | 93% | |||||||||||||||||||||||||||||||||||||||||||||||
| Period Ended October 31, 2015(e) | 10.00 | 0.13 | (0.49 | ) | (0.36 | ) | (0.02 | ) | | (0.02 | ) | 9.62 | (3.49 | )% | 9,461 | 1.40% | 1.33% | 3.38% | 146% | |||||||||||||||||||||||||||||||||||||||||||||
| CLASS S SHARES | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Year Ended October 31, 2016 | 9.63 | 0.16 | 1.44 | 1.60 | (0.18 | ) | | (0.18 | ) | 11.05 | 16.87 | % | 113 | 1.30% | 1.61% | 3.47% | 93% | |||||||||||||||||||||||||||||||||||||||||||||||
| Period Ended October 31, 2015(e) | 10.00 | 0.14 | (0.49 | ) | (0.35 | ) | (0.02 | ) | | (0.02 | ) | 9.63 | (3.48 | )% | 97 | 1.30% | 1.43% | 3.28% | 146% | |||||||||||||||||||||||||||||||||||||||||||||
| (a) | Calculated based on average shares outstanding. |
| (b) | Not annualized for periods less than one year. Total return calculations do not include any sales or redemption charges. |
| (c) | Annualized for periods less than one year. |
| (d) | Portfolio turnover is calculated on the basis of the Fund as a whole without distinguishing between the classes of shares issued. |
| (e) | Commencement of operations on November 11, 2014. |
| Amounts designated as are $0.00 or round to $0.00. | |
113
| HSBC GLOBAL HIGH YIELD BOND FUND |
|
Financial Highlights |
Selected data for a share outstanding throughout the periods indicated.
| Investment Activities | Distributions | Ratios/Supplementary Data | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net
Asset Value, Beginning of Period |
Net Investment Income (Loss)(a) |
Net
Realized and Unrealized Gains/ (Losses) from Investments |
Total
from Investment Activities |
Net Investment Income |
Net
Realized Gains from Investment Transactions |
Total Distributions |
Net
Asset Value, End of Period |
Total Return(b) |
Net Assets at End of Period (000s) |
Ratio of
Net Expenses to Average Net Assets(c) |
Ratio of
Net Investment Income/ (Loss) to Average Net Assets(c) |
Ratio
of Expenses to Average Net Assets (Excluding Fee Reductions)(c) |
Portfolio Turnover (b)(d) | |||||||||||||||||||||||||||||||||||||||||||||||||||
| CLASS A SHARES | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Year Ended October 31, 2016 | $ | 9.67 | $ | 0.41 | $ | 0.28 | $ | 0.69 | $ | (0.39 | ) | $ | | $ | (0.39 | ) | $ | 9.97 | 7.37 | % | $ | 558 | 1.15% | 4.27% | 1.72% | 50% | ||||||||||||||||||||||||||||||||||||||
| Period Ended October 31, 2015(e) | 10.00 | 0.12 | (0.34 | ) | (0.22 | ) | (0.11 | ) | | (0.11 | ) | 9.67 | (2.23 | )% | 140 | 1.15% | 4.13% | 1.93% | 31% | |||||||||||||||||||||||||||||||||||||||||||||
| CLASS I SHARES | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Year Ended October 31, 2016 | 9.68 | 0.45 | 0.26 | 0.71 | (0.41 | ) | | (0.41 | ) | 9.98 | (f) | 7.68 | % | 26,168 | 0.80% | 4.64% | 1.59% | 50% | ||||||||||||||||||||||||||||||||||||||||||||||
| Period Ended October 31, 2015(e) | 10.00 | 0.13 | (0.34 | ) | (0.21 | ) | (0.11 | ) | | (0.11 | ) | 9.68 | (2.15 | )% | 24,378 | 0.80% | 4.45% | 1.64% | 31% | |||||||||||||||||||||||||||||||||||||||||||||
| (a) | Calculated based on average shares outstanding. |
| (b) | Not annualized for periods less than one year. Total return calculations do not include any sales or redemption charges. |
| (c) | Annualized for periods less than one year. |
| (d) | Portfolio turnover is calculated on the basis of the Fund as a whole without distinguishing between the classes of shares issued. |
| (e) | Commencement of operations on July 14, 2015. |
| (f) | The net asset value per share (NAV) for financial reporting purposes differs from the NAV reported due to adjustments made in accordance with accounting principles generally accepted in the United States of America. |
| Amounts designated as are $0.00 or round to $0.00. | |
114
| HSBC GLOBAL HIGH INCOME BOND FUND |
| Financial Highlights |
Selected data for a share outstanding throughout the periods indicated.
| Investment Activities | Distributions | Ratios/Supplementary Data | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net Realized | Ratio of Net | Ratio of | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| and | Net | Investment | Expenses | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net Asset | Net | Unrealized | Net Realized | Assets | Ratio of Net | Income/ | to Average | ||||||||||||||||||||||||||||||||||||||||||||||||
| Value, | Investment | Gains/ | Total from | Net | Gains from | Net Asset | at End of | Expenses to | (Loss) to | Net Assets | Portfolio | ||||||||||||||||||||||||||||||||||||||||||||
| Beginning | Income | (Losses) from | Investment | Investment | Investment | Total | Value, End | Total | Period | Average Net | Average Net | (Excluding Fee | Turnover | ||||||||||||||||||||||||||||||||||||||||||
| of Period | (Loss)(a) | Investments | Activities | Income | Transactions | Distributions | of Period | Return(b) | (000s) | Assets(c) | Assets(c) | Reductions)(c) | (b)(d) | ||||||||||||||||||||||||||||||||||||||||||
| CLASS A SHARES | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Year Ended October 31, 2016 | $9.83 | $0.30 | $0.38 | $0.68 | $(0.27 | ) | $ | $(0.27 | ) | $10.24 | 7.04 | % | $107 | 1.15% | 2.99% | 1.71% | 47% | ||||||||||||||||||||||||||||||||||||||
| Period Ended October 31, 2015(e) | 10.00 | 0.09 | (0.18 | ) | (0.09 | ) | (0.08 | ) | | (0.08 | ) | 9.83 | (0.93 | )% | 99 | 1.15% | 2.89% | 1.89% | 24% | ||||||||||||||||||||||||||||||||||||
| CLASS I SHARES | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Year Ended October 31, 2016 | 9.83 | 0.33 | 0.39 | 0.72 | (0.29 | ) | | (0.29 | ) | 10.26 | 7.43 | % | 26,505 | 0.80% | 3.34% | 1.61% | 47% | ||||||||||||||||||||||||||||||||||||||
| Period Ended October 31, 2015(e) | 10.00 | 0.10 | (0.18 | ) | (0.08 | ) | (0.09 | ) | | (0.09 | ) | 9.83 | (0.84 | )% | 24,696 | 0.80% | 3.24% | 1.61% | 24% | ||||||||||||||||||||||||||||||||||||
| (a) | Calculated based on average shares outstanding. |
| (b) | Not annualized for periods less than one year. Total return calculations do not include any sales or redemption charges. |
| (c) | Annualized for periods less than one year. |
| (d) | Portfolio turnover is calculated on the basis of the Fund as a whole without distinguishing between the classes of shares issued. |
| (e) | Commencement of operations on July 14, 2015. |
| Amounts designated as are $0.00 or round to $0.00. | |
115
| HSBC GLOBAL EQUITY VOLATILITY FOCUSED FUND |
| Financial Highlights |
Selected data for a share outstanding throughout the periods indicated.
| Investment Activities | Distributions | Ratios/Supplementary Data | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net Realized | Ratio of Net | Ratio of | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| and | Net | Investment | Expenses | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Net Asset | Net | Unrealized | Net Realized | Assets | Ratio of Net | Income/ | to Average | |||||||||||||||||||||||||||||||||||||||||||||||
| Value, | Investment | Gains/ | Total from | Net | Gains from | Net Asset | at End of | Expenses to | (Loss) to | Net Assets | Portfolio | |||||||||||||||||||||||||||||||||||||||||||
| Beginning | Income | (Losses) from | Investment | Investment | Investment | Total | Value, End | Total | Period | Average Net | Average Net | (Excluding Fee | Turnover | |||||||||||||||||||||||||||||||||||||||||
| of Period | (Loss)(a) | Investments | Activities | Income | Transactions | Distributions | of Period | Return(b) | (000s) | Assets(c) | Assets(c) | Reductions)(c) | (b)(d) | |||||||||||||||||||||||||||||||||||||||||
| CLASS A SHARES | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Period Ended October 31, 2016(e) | $10.00 | $0.14 | $(0.07 | ) | $0.07 | $(0.02 | ) | $ | $(0.02 | ) | $10.05 | 0.74 | % | $101 | 1.30% | 1.40% | 2.55% | 41% | ||||||||||||||||||||||||||||||||||||
| CLASS I SHARES | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Period Ended October 31, 2016(e) | 10.00 | 0.17 | (0.06 | ) | 0.11 | (0.03 | ) | | (0.03 | ) | 10.08 | 1.09 | % | 10,012 | 0.95% | 1.75% | 2.43% | 41% | ||||||||||||||||||||||||||||||||||||
| (a) | Calculated based on average shares outstanding. |
| (b) | Not annualized for periods less than one year. Total return calculations do not include any sales or redemption charges. |
| (c) | Annualized for periods less than one year. |
| (d) | Portfolio turnover is calculated on the basis of the Fund as a whole without distinguishing between the classes of shares issued. |
| (e) | Commencement of operations on November 4, 2015. |
| Amounts designated as are $0.00 or round to $0.00. | |
116
| HSBC EURO HIGH YIELD BOND FUND (USD HEDGED) |
| Financial Highlights |
Selected data for a share outstanding throughout the periods indicated.
| Investment Activities | Distributions | Ratios/Supplementary Data | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Net Realized | Ratio of Net | Ratio of | |||||||||||||||||||||||||||||||||||||||||||||||||||
| and | Net | Investment | Expenses | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Net Asset | Net | Unrealized | Net Realized | Assets | Ratio of Net | Income/ | to Average | ||||||||||||||||||||||||||||||||||||||||||||||
| Value, | Investment | Gains/ | Total from | Net | Gains from | Net Asset | at End of | Expenses to | (Loss) to | Net Assets | Portfolio | ||||||||||||||||||||||||||||||||||||||||||
| Beginning | Income | (Losses) from | Investment | Investment | Investment | Total | Value, End | Total | Period | Average Net | Average Net | (Excluding Fee | Turnover | ||||||||||||||||||||||||||||||||||||||||
| of Period | (Loss)(a) | Investments | Activities | Income | Transactions | Distributions | of Period | Return(b) | (000s) | Assets(c) | Assets(c) | Reductions)(c) | (b)(d) | ||||||||||||||||||||||||||||||||||||||||
| CLASS A SHARES | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Period Ended October 31, 2016(e) | $10.00 | $0.27 | $0.77 | $1.04 | $(0.12 | ) | $ | $(0.12 | ) | $10.92 | 10.38 | % | $110 | 1.05% | 3.20% | 1.64% | 20% | ||||||||||||||||||||||||||||||||||||
| CLASS I SHARES | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Period Ended October 31, 2016(e) | 10.00 | 0.29 | 0.76 | 1.05 | (0.12 | ) | | (0.12 | ) | 10.94 | 10.51 | % | 27,485 | 0.80% | 3.45% | 1.51% | 20% | ||||||||||||||||||||||||||||||||||||
| (a) | Calculated based on average shares outstanding. |
| (b) | Not annualized for periods less than one year. Total return calculations do not include any sales or redemption charges. |
| (c) | Annualized for periods less than one year. |
| (d) | Portfolio turnover is calculated on the basis of the Fund as a whole without distinguishing between the classes of shares issued |
| (e) | Commencement of operations on January 19, 2016. |
| Amounts designated as are $0.00 or round to $0.00. | |
117
For more information about the Funds, the following documents are or will be available free upon request:
Annual/Semi-annual Reports:
The Funds annual and semi-annual reports to shareholders contain additional information on the Funds investments. In the annual report, you will find a discussion of the market conditions and investment strategies that significantly affected the Funds performance during the last fiscal year.
Statement of Additional Information (SAI):
The SAI provides more detailed information about the Funds, including their operations and investment policies. It is incorporated by reference and legally considered a part of this prospectus.
You can get free copies of the Funds annual and semi-annual reports and the SAI and prospectuses of other funds in the HSBC Family of Funds from the Funds website at www.emfunds.us.hsbc.com or at www.investorfunds.us.hsbc.com. You can also obtain these items or request other information, and discuss your questions about the Fund, by contacting a broker or bank through which shares of the Funds may be purchased or sold, or by contacting the Funds at:
| HSBC Funds | |
| P.O. Box 8106 | |
| Boston, MA 02266-8106 | |
| Telephone: 1-800-782-8183 |
You can review and copy the Funds annual and semi-annual reports and SAI at the Public Reference Room of the SEC in Washington D.C. You can get text-only copies:
| ● |
For a duplicating fee,
by writing the SECs Public Reference Section, Washington, D.C.
20549-0102, or by electronic request at publicinfo@sec.gov. Information on
the operation of the Public Reference Room may be obtained by calling the
SEC at 1-202-551-8090 or 1-800-SEC-0330. |
| ● |
Free from the SECs Website at www.sec.gov. |
Investment Company Act File No. 811-04782.
00188489
HSBC Global Asset Management (USA) Inc.
| Class A | Class B | Class C | ||||
| Aggressive Strategy Fund | HAAGX | HBAGX | HCAGX | |||
| Balanced Strategy Fund | HAGRX | HSBGX | HCGRX | |||
| Moderate Strategy Fund | HSAMX | HSBMX | HSCMX | |||
| Conservative Strategy Fund | HACGX | HBCGX | HCCGX | |||
| Income Strategy Fund | HINAX | HINBX | HINCX |
THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
AN INVESTMENT IN A FUND IS NOT A DEPOSIT OF HSBC BANK USA, N.A. AND IS NOT INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY.

| HSBC World Selection Funds | Table of Contents | |||
| Summary Section | ||||
| This section summarizes each | 3 | Aggressive Strategy Fund | ||
| Funds investment objectives, | 12 | Balanced Strategy Fund | ||
| strategies, fees, risks, and past | 21 | Moderate Strategy Fund | ||
| performance, and provides other | 30 | Conservative Strategy Fund | ||
| information about your account. | 39 | Income Strategy Fund | ||
| Additional Information About the World Selection Funds | ||||
| Investment Strategies and Risks | ||||
| This section provides | 48 | More About Risks and Investment Strategies | ||
| additional details about each | 49 | Principal Investment Risks | ||
| Funds investment strategies | 53 | Additional Risks | ||
| and risks. | 54 | More Information About Indices | ||
| 55 | Who May Want to Invest? | |||
| 55 | More Information About Fund Investments | |||
| 55 | Portfolio Holdings | |||
| 56 | The Two-Tier Fund Structure | |||
| Fund Management | ||||
| Review this section for | 57 | The Investment Adviser | ||
| details on the people and | 58 | Portfolio Manager | ||
| organizations who provide | 58 | The Distributor, Administrator and Sub-Administrator | ||
| services to the Funds. | ||||
| Shareholder Information | ||||
| Review this section for | 59 | Pricing of Fund Shares | ||
| additional information, | 60 | Purchasing and Adding to Your Shares | ||
| including for information | 65 | Selling Your Shares | ||
| on how shares are | 68 | Distribution Arrangements/Sales Charges | ||
| valued, and how to purchase, | 73 | Distribution and Shareholder Servicing | ||
| sell and exchange shares. | ArrangementsRevenue Sharing | |||
| This section also describes | 73 | Exchanging Your Shares | ||
| related charges, and payments | 74 | Delivery of Shareholder Documents | ||
| of dividends and distributions. | 75 | Other Information | ||
| 75 | Dividends, Distributions and Taxes | |||
| Financial Highlights | ||||
| Review this section for | 78 | Aggressive Strategy Fund | ||
| details on selected financial | 79 | Balanced Strategy Fund | ||
| statements of the Funds. | 80 | Moderate Strategy Fund | ||
| 81 | Conservative Strategy Fund | |||
| 82 | Income Strategy Fund | |||
|
Aggressive Strategy
Fund |
Class A, Class B and Class C Shares
Investment Objective
The investment objective of the Aggressive Strategy Fund (the Fund) is long-term growth of capital.
Fees and Expenses of the Fund
This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund. You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $50,000 in the HSBC Family of Funds. More information about these and other discounts is available from your financial professional, and is explained in Distribution Arrangements/Sales Charges on page 68 of this prospectus and in the Funds Statement of Additional Information (SAI) in Right of Accumulation on page 88.
| Shareholder Fees | |||||||
| (fees paid directly from your investment) | Class A | Class B | Class C | ||||
| Maximum Sales Charge (load) Imposed on Purchases | |||||||
| (as a % of offering price) | 5.00% | None | None | ||||
| Maximum Deferred Sales Charge (load) | |||||||
| (as a % of amount redeemed) | None | 4.00% | 1.00% | ||||
| Annual Fund Operating Expenses (expenses that you pay | |||||||
| each year as a percentage of the value of your investment) | Class A | Class B | Class C | ||||
| Management Fee | 0.25% | 0.25% | 0.25% | ||||
| Distribution (12b-1) Fee | 0.00% | 0.75% | 0.75% | ||||
| Other Expenses: | |||||||
| Shareholder Servicing Fee | 0.25% | 0.25% | 0.25% | ||||
| Other Operating Expenses | 1.28% | 1.28% | 1.28% | ||||
| Total Other Expenses | 1.53% | 1.53% | 1.53% | ||||
| Acquired Fund Fees and Expenses | 0.22% | 0.22% | 0.22% | ||||
| Total Annual Fund Operating Expenses* | 2.00% | 2.75% | 2.75% | ||||
| Fee Waiver and/or Expense Reimbursement** | 0.28% | 0.28% | 0.28% | ||||
| Total Annual Fund Operating Expenses After Fee Waiver and/or Expense | |||||||
| Reimbursement | 1.72% | 2.47% | 2.47% | ||||
| * | The Total Annual Fund Operating Expenses do not correlate to the ratios of net and total expenses to average net assets provided in the Financial Highlights, which reflect the operating expenses of the Fund and do not include Acquired Fund Fees and Expenses. |
| ** | HSBC Global Asset Management (USA) Inc., the Fund’s investment adviser (“Adviser”), has entered into a contractual expense limitation agreement with the Fund (“Expense Limitation Agreement”) under which it will limit total expenses of the Fund (excluding interest, taxes, brokerage commissions, extraordinary expenses and estimated indirect expenses attributable to the Fund’s investments in investment companies other than the HSBC Opportunity Portfolio) to an annual rate of 1.50% for Class A Shares, 2.25% for Class B Shares and 2.25% for Class C Shares. Any amounts contractually waived or reimbursed by the Adviser will be subject to repayment by the Fund to the Adviser within three years to the extent that the repayment will not cause the Fund’s operating expenses to exceed the contractual expense limit that was in effect at the time of such waiver or reimbursement. The expense limitation shall be in effect until March 1, 2018. The Expense Limitation Agreement shall terminate upon the termination of the Investment Advisory Contract between HSBC Funds (the “Trust”) and the Adviser, or it may be terminated upon written notice to the Adviser by the Trust’s Board of Trustees. |
3
|
Aggressive Strategy
Fund |
Example
This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Funds operating expenses remain the same. The Example takes the Funds Expense Limitation Agreement into account for the first year only. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
| 1 Year | 3 Years | 5 Years | 10 Years | ||||||
| Class A Shares | $666 | $1,070 | $1,499 | $2,690 | |||||
| Class B Shares | $650 | $1,027 | $1,430 | $2,715 | |||||
| Class C Shares | $350 | $827 | $1,430 | $2,638 |
For the share classes listed below, you would pay the following expenses if you did not redeem your shares:
| 1 Year | 3 Years | 5 Years | 10 Years | ||||||
| Class B Shares | $250 | $827 | $1,430 | $2,715 | |||||
| Class C Shares | $250 | $827 | $1,430 | $2,638 |
The Example does not reflect sales charges (loads) on reinvested dividends and other distributions. If these sales charges (loads) were included, your costs would be higher.
Portfolio Turnover
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in Annual Fund Operating Expenses or in the Example, affect the Funds performance. During the most recent fiscal year, the Funds portfolio turnover rate was 50% of the average value of its portfolio.
Principal Investment Strategies
The Fund is a fund of funds, meaning that it seeks to achieve its investment objective by investing primarily in underlying funds. The underlying funds may include mutual funds managed by HSBC Global Asset Management (USA) Inc., the Funds investment adviser (the Adviser), and mutual funds and exchange traded funds (ETFs) managed by investment advisers that are not associated with the Adviser (collectively, Underlying Funds). The Fund may invest in both actively-managed and passively-managed Underlying Funds to implement the Advisers investment views.
The Adviser uses a tactical or an active asset allocation strategy. This means that the Adviser, at its discretion, may change the Funds target asset allocation periodically. The Adviser considers a number of factors and inputs when determining the Funds target asset allocation and whether to change an allocation and reallocate investments. These include qualitative and quantitative inputs based on market trends, the Advisers outlook for companies with a given market capitalization, and its outlook for asset classes, sectors within asset classes, and such sectors performance in various market conditions.
4
|
Aggressive Strategy
Fund |
Principal Investment Strategies (continued)
The Adviser anticipates maintaining each element (i.e., asset class or sector within an asset class) of the Funds targeted allocation within a target investment range, and has implemented a neutral target allocation for the Fund. The neutral target allocation represents the approximate allocation among asset classes that the Adviser believes would be appropriate for the Fund given its investment objective and target level of risk. The Adviser believes that the Funds actual allocation will typically vary (within the investment ranges listed in the table below) from the neutral target allocation. The Adviser will review the neutral target allocation quarterly and may revise the neutral target allocation.
The Adviser also believes that the Funds actual allocation may vary from its target allocation as a result of the disparate impact that market conditions may have on different elements of the Funds target allocation. The Adviser anticipates that the Fund will rebalance its investments periodically to bring its actual investment allocation in line with its current target allocation if one or more elements of its actual asset allocation varies from the target allocation beyond the tolerance level set for the element by the Adviser.
Compared to the other Funds included in this prospectus, the Fund is viewed as having the greatest potential for long-term investment returns, as well as the most investment risk.
This table shows how the Adviser expects to allocate the Funds investments among asset classes and the sectors that make up each asset class as of February 28, 2017.
| Investment Range | Neutral Target Allocation | ||||
| Asset Class (and Sector) | (Approximate Percentage of the Funds Assets) | ||||
| Underlying Equity Funds | 50-100% | 87% | |||
| U.S. Equity | |||||
| International Equity | |||||
| Emerging Markets Equity | |||||
| Underlying Fixed Income Funds | 0-50% | 7% | |||
| Government Bonds | |||||
| Investment Grade Corporates | |||||
| High Yield Fixed Income | |||||
| International Fixed Income | |||||
| Emerging Markets Fixed Income | |||||
| Other Underlying Funds and Investments | 0-20% | 5% | |||
| Real Estate Funds | |||||
| Money Market/Liquidity | 0-20% | 1% | |||
The Adviser selects Underlying Funds for investment using a process involving quantitative inputs and qualitative factors designed to determine how well the Underlying Fund represents its asset class. The Adviser will redeem or sell the Funds investment in an Underlying Fund if the Adviser determines that there is a better alternative selection. The Underlying Funds investments may include U.S. and foreign equity securities (including emerging market securities), real estate investment trusts (REITs) and investment grade and lower quality corporate securities (which may include “junk bonds”) and governmental fixed income securities. The Underlying Funds also may invest in financial instruments such as swaps and other derivatives to gain exposure to a particular group of securities, foreign exchange, an index or an asset class (such as commodities), or to hedge a position. The percentage weightings are targets that may be adjusted in the Advisers discretion.
5
|
Aggressive Strategy
Fund |
Principal Investment Risks
You could lose money by investing in the Fund. The Fund has the following principal investment risks due to investments in Underlying Funds (for simplicity, this prospectus may use the term Fund, as applicable, to include the Underlying Funds):
| ● |
Allocation Risk:
The Funds ability to
achieve its investment goal depends upon the Advisers skill in
determining the Funds target asset and sector allocations and selecting
Underlying Funds. The Advisers target asset and sector allocations and
changes in such allocations may cause the Fund to underperform other
similar funds or cause you to lose money. Moreover, the Fund may not
achieve its target asset and sector
allocations. |
| ● |
Currency Risk:
Fluctuations in exchange
rates between the U.S. dollar and foreign currencies, or between various
foreign currencies, may negatively affect the Funds performance. The Fund
may seek to reduce currency risk by hedging part or all of its exposure to
various foreign currencies; however, even if such hedging techniques are
employed, there is no assurance that they will be successful.
|
| ● |
Debt Instruments Risk: The risks of investing in debt instruments include: |
| ● |
Credit
Risk: The Fund could lose
money if an issuer or guarantor of a debt instrument is unable or
unwilling to make or perceived to be unable or unwilling to make timely
payments of interest or principal or enters bankruptcy. The issuer or
guarantor could also suffer a rapid decrease in credit quality rating,
which would adversely affect the volatility of the value and liquidity of
the instrument. This risk is greater for lower-quality bonds than for
bonds that are investment grade. |
| ● |
High-Yield Securities
(Junk Bond) Risk:
Investments in high-yield securities (commonly referred to as junk
bonds) are considered speculative investments and have significantly
higher credit risk than investment-grade securities and tend to be less
marketable (i.e., less liquid) than higher rated securities. The prices of
high-yield securities, which may be more volatile than higher rated
securities of similar maturity, may be more vulnerable to adverse market,
economic, social or political conditions. |
| ● |
Interest Rate
Risk: Fluctuations in
interest rates may affect the yield, liquidity and value of investments in
income producing or debt instruments. Generally, if interest rates rise,
the value of such investments will fall. The risks associated with rising
interest rates are heightened given that interest rates are near historic
lows, but may increase in the future, with unpredictable effects on the
markets and the Funds investments. |
| ● |
Inventory Risk: The market-making capacity in debt markets has declined as a result of reduced broker-dealer inventories relative to fund assets, reduced broker-dealer proprietary trading activity and increased regulatory capital requirements for financial institutions such as banks. Because market makers provide stability to a market through their intermediary services, a significant reduction in dealer market-making capacity has the potential to decrease liquidity and increase volatility in the debt markets. A decrease in liquidity may negatively affect the ability of the Fund to pay redemption proceeds within the allowable time period. |
| ● |
Derivatives Risk: The Funds use of derivative instruments involves risks different from, or possibly greater than, the risks associated with investing directly in securities and other traditional investments and could increase the volatility of the Funds net asset value per share and cause you to lose money. Risks associated with derivatives include the risk that the derivative is not well correlated with the security, index or currency to which it relates; the risk that derivatives may result in losses or missed opportunities; the risk that the Fund will be unable to sell the derivative because of an illiquid secondary market; the risk that a counterparty is unwilling or unable to meet its obligation; the risk that the Fund will be required to pay additional margin or set aside additional collateral to maintain open derivative positions; and the risk that the derivative transaction could expose the Fund to the effects of leverage, which could increase the Funds exposure to the market and magnify potential losses, particularly when derivatives are used to enhance return rather than offset risk. There is no guarantee that derivatives, to the extent employed, will have the intended effect, and their use could cause lower returns or even losses to the Fund. The use of derivatives by the Fund to hedge risk may reduce the opportunity for gain by offsetting the positive effect of favorable price movements. |
6
|
Aggressive Strategy
Fund |
Principal Investment Risks (continued)
| ● |
Emerging Markets
Risk: The Funds
investments in emerging market countries are subject to all of the risks
of foreign investing generally, and have additional heightened risks due
to a lack of established legal, political, business and social frameworks
to support securities markets, including: greater market volatility and
illiquidity, lower trading volume, delays in trading or settling portfolio
securities transactions; currency and capital controls or other government
restrictions or interventions, such as economic sanctions, expropriation, nationalization and repatriation restrictions; greater sensitivity to interest rate changes;
pervasiveness of corruption and crime; currency exchange rate volatility;
and higher levels of inflation, deflation or currency devaluation. The
prices of securities in emerging markets can fluctuate more significantly
than the prices of securities in more developed countries. The less
developed the country, the greater effect such risks may have on an
investment. |
| ● |
Equity Securities Risk: The prices of equity securities fluctuate from time to time based on changes in a companys financial condition or overall market and economic conditions. As a result, the value of equity securities may fluctuate drastically from day to day. The risks of investing in equity securities also include: |
| ● |
Capitalization Risk:
Stocks of large
capitalization companies may be volatile in the event of earnings
disappointments or other financial developments. Medium and smaller
capitalization companies may involve greater risks due to limited product
lines and market and financial or managerial resources. Stocks of these
companies may also be more volatile, more difficult to value accurately,
less liquid and subject to the potential for greater declines in stock
prices in response to selling pressure. Stocks of smaller capitalization
companies generally have more risk than medium capitalization companies.
|
| ● |
Issuer Risk: An issuers earnings prospects and overall financial position may deteriorate, causing a decline in the Funds net asset value. |
| ● |
Exchange Traded Fund
Risk: The risks of owning
shares of an ETF generally reflect the risks of owning the underlying
securities the ETF is designed to track, although lack of liquidity in the
market for an ETFs shares could result in the ETF being more volatile
than the underlying portfolio of securities. Disruptions in the markets
for the securities underlying ETFs purchased or sold by the Fund could
result in losses on the Funds investments. ETFs also have their own management fees and other fees and expenses, which the Fund bears in addition to its own expenses. |
| ● |
Foreign Securities
Risk: Investments in
foreign securities are generally considered riskier than investments in
U.S. securities, and are subject to additional risks, including
international trade, social, political, economic and regulatory risks;
fluctuating currency exchange rates; less liquid, developed or efficient
trading markets; the imposition of exchange controls, confiscations and
other government restrictions (e.g., sanctions or tariffs) by the United States or
other countries; expropriation or confiscatory taxation; imposition of
withholding or other taxes on dividend or interest payments (or, in some
cases, capital gains); and different corporate disclosure and governance
standards. |
| ● |
Index Fund Risk: The performance of an Underlying Fund that is an index fund may not correspond to its benchmark index for any period of time and may underperform the overall stock market. |
7
| Aggressive Strategy Fund |
| Summary Section |
Principal Investment Risks (continued)
| ● |
Leverage Risk:
Leverage created by
investments such as derivatives can diminish the Funds performance and
increase the volatility of the Funds net asset value. This is because
leverage tends to exaggerate the effect of any increase or decrease in the
value of the Funds portfolio securities. |
| ● |
Market Risk:
The value of the Funds
investments may decline due to changing economic, political, social,
regulatory or market conditions. Market risk may affect a single issuer,
industry or section of the economy or it may affect the economy as a
whole. Moreover, the conditions in one country or geographic region could
adversely affect the Funds investments in a different country or
geographic region. |
| ● |
Real Estate Risk:
A portion of the assets of
the Fund is allocated to Underlying Funds that invest primarily in real
estate related investments such as REITs. These investments will expose
the Fund to risks similar to those associated with direct ownership of
real estate, including losses from casualty or condemnation, and changes
in local and general economic conditions, supply and demand, interest
rates, zoning laws, overbuilding, decreases in real estate values,
regulatory limitations on rents, property taxes and operating expenses. In
addition, such investments may have limited diversification because they
invest in a limited number of properties, a narrow geographic area, or a
single type of property. REITs are heavily dependent upon their management
team and are subject to heavy cash flow dependency, defaults by borrowers
and self-liquidation. |
| ● |
Swap Risk:
The use of swap agreements,
which are agreements to exchange the return generated by one instrument
for the return generated by another instrument (or index), and similar
instruments involves risks that are different from those associated with
ordinary portfolio securities transactions. Swap agreements may also
subject the Fund to the risk that the counterparty to the transaction may
not meet its obligations, causing the Funds value to decrease. Swap
agreements may also be considered illiquid. |
| ● |
Quantitative Inputs
Risk: The Advisers use of
quantitative inputs to analyze portfolios and make fund investment
decisions creates specific risks. Notably, errors within quantitative
inputs and incorrect assumptions could lead to investment losses.
|
| ● |
Underlying Fund Selection Risk: The risk that the Fund may invest in Underlying Funds that underperform other similar funds or the markets more generally, due to poor investment decisions by the investment adviser(s) for the Underlying Funds or otherwise. Underlying Funds also have their own management fees and other fees and expenses, which the Fund bears in addition to its own expenses. |
An investment in the Fund is not a deposit of HSBC Bank USA, N.A. and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.
More information about the risks of an investment in the Fund is provided in the Additional Information About the World Selection Funds Investment Strategies and Risks section of this prospectus.
8
| Aggressive Strategy Fund |
| Summary Section |
Performance Bar Chart and Table
The bar chart and table below provide an indication of the risks of an investment in the Fund by showing changes in the Funds year-to-year performance and by showing how the Funds average annual returns compare with those of a broad measure of market performance. Performance reflects the historical performance of the Fund during periods when the Fund employed a different asset allocation model and strategy than the Fund currently employs. Past performance, including before- and after-tax returns, does not indicate how the Fund will perform in the future.
The bar chart below shows the Funds annual returns for Class A Shares and how performance has varied from year to year. The returns for Class B Shares and Class C Shares will be lower than the Class A Shares returns shown in the bar chart because the expenses of the classes differ.
Annual Total Returns as of 12/31 for
Class A Shares
(Excluding sales
charges, which if included, would cause returns to be lower.)

| Best Quarter: | Q3 2009 | 18.39% | |||
| Worst Quarter: | Q4 2008 | -23.14% |
9
| Aggressive Strategy Fund |
| Summary Section |
Performance Bar Chart and Table (continued)
The table below shows returns on a before-tax and after-tax basis. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investors tax situation and may differ from those shown. After-tax returns are not relevant to investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns shown in the table below are for Class A Shares of the Fund and after-tax returns for Class B and Class C Shares may vary. The table further compares the Funds performance over time to that of the Standard & Poors 500 Index, a broad-based securities index, the Morgan Stanley Capital International Europe Australasia and Far East Index (MSCI EAFE Index), the Bloomberg Barclays U.S. Aggregate Bond Index, the BofA Merrill Lynch U.S. High Yield Master II Index and the Citigroup U.S. Domestic 3-Month T-Bill.
Average Annual Total Returns^ (for the periods ended December 31, 2016)
| Inception | Since | ||||||||||
| Date | 1 Year | 5 Years | 10 Years | Inception | |||||||
| Class A Return Before Taxes | Feb. 14, 2005 | 2.22% | 7.24% | 3.05% | 4.93% | ||||||
| Class A Return After Taxes on Distributions | Feb. 14, 2005 | 2.00% | 5.31% | 2.00% | 4.02% | ||||||
| Class A Return After Taxes on | |||||||||||
| Distributions and Sale of Fund Shares | Feb. 14, 2005 | 1.44% | 5.46% | 2.32% | 3.90% | ||||||
| Class B Return Before Taxes (with | |||||||||||
| applicable CDSC) | Feb. 9, 2005 | 2.74% | 7.51% | 3.11% | 5.00% | ||||||
| Class C Return Before Taxes | |||||||||||
| (with applicable CDSC) | June 9, 2005 | 5.69% | 7.51% | 3.21% | 5.19% | ||||||
| S&P 500 Index (reflects no deduction | |||||||||||
| for fees, expenses or taxes) | | 11.96% | 14.66% | 6.95% | 7.69%* | ||||||
| MSCI EAFE Index (reflects no deduction | |||||||||||
| for fees, expenses or taxes) | | 1.51% | 7.02% | 1.22% | 4.35%* | ||||||
| Bloomberg Barclays U.S. Aggregate Bond | |||||||||||
| Index (reflects no deduction for fees, | |||||||||||
| expenses or taxes) | | 2.65% | 2.23% | 4.34% | 4.11%* | ||||||
| BofA Merrill Lynch U.S. High Yield | |||||||||||
| Master II Index (reflects no deduction | |||||||||||
| for fees, expenses or taxes) | | 17.49% | 7.35% | 7.34% | 7.30%* | ||||||
| Citigroup U.S. Domestic 3-Month T-Bill | |||||||||||
| (reflects no deduction for fees, | |||||||||||
| expenses or taxes) | | 0.27% | 0.09% | 0.73% | 1.24%* |
| ^ |
The Fund implemented its current investment strategy effective January 19, 2010. The performance of the Fund for periods prior to January 19, 2010 is not representative of the Funds current investment strategy. During the years ended December 31, 2008, 2009, 2010 and 2011, certain Underlying Funds received payments in respect of a class action settlement which had the result of increasing their total returns. By virtue of the Funds investments in these Underlying Funds, the total return for the years ended December 31, 2008, 2009, 2010 and 2011 was higher than it would have been had these Underlying Funds not received the payment. |
| * |
Since February 9, 2005. |
10
| Aggressive Strategy Fund |
| Summary Section |
Investment Adviser
HSBC Global Asset Management (USA) Inc. is the Funds investment adviser.
Portfolio Manager
Mr. Rayman Bovell, CFA, Senior Vice President and Head of Wealth Portfolio Management at the Adviser, has managed the Fund since February 2014.
Purchasing and Selling Your Shares
Generally, you may purchase or redeem Fund shares on any business day by mail (HSBC Funds, PO Box 8106, Boston, MA 02266-8106), wire transfer, or telephone at 1-800-782-8183. Investors who wish to purchase, exchange or redeem Fund shares through a broker-dealer should contact the broker-dealer directly.
| Minimum | Minimum | ||||||||||
| Initial | Subsequent | ||||||||||
| Account Type | Investment* | Investment* | |||||||||
| Regular (non-retirement) | $ | 1,000 | $ | 100 | |||||||
| Retirement (IRA) | $ | 250 | $ | 100 | |||||||
| Automatic Investment Plan | $ | 250 | $ | 25 | |||||||
* Omnibus accounts are eligible to meet the minimums at the omnibus account level.
Class B Shares may no longer be purchased or acquired by any new or existing Class B shareholder, except through dividend and/or capital gains reinvestment.
Tax Information
The Fund intends to declare and pay dividends from net investment income, if any, at least annually. The Funds distributions are taxable, and will be taxed as ordinary income or capital gains, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account. Such tax-deferred arrangements may be taxed later upon withdrawal of monies from those arrangements.
Payments to Broker-Dealers and Other Financial Intermediaries
If you purchase shares of the Fund through a financial intermediary, such as a broker-dealer or investment adviser, the Fund, the Adviser, the distributor and/or their affiliates may pay the intermediary for the sale of Fund shares and related services. These payments create a conflict of interest by influencing the broker-dealer or other financial intermediary and your salesperson to recommend the Fund over another investment. Ask your financial intermediary or visit your financial intermediarys Web site for more information.
11
| Balanced Strategy Fund |
| Summary Section |
Class A, Class B and Class C Shares
Investment Objective
The investment objective of the Balanced Strategy Fund (the Fund) is long-term growth of capital.
Fees and Expenses of the Fund
This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund. You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $50,000 in the HSBC Family of Funds. More information about these and other discounts is available from your financial professional, and is explained in Distribution Arrangements/Sales Charges on page 68 of this prospectus and in the Funds Statement of Additional Information (SAI) in Right of Accumulation on page 88.
| Shareholder Fees | |||||||
| (fees paid directly from your investment) | Class A | Class B | Class C | ||||
| Maximum Sales Charge (load) Imposed on | |||||||
| Purchases (as a % of offering price) | 5.00% | None | None | ||||
| Maximum Deferred Sales Charge (load) | |||||||
| (as a % of amount redeemed) | None | 4.00% | 1.00% | ||||
| Annual Fund Operating Expenses (expenses that you pay | |||||||
| each year as a percentage of the value of your investment) | Class A | Class B | Class C | ||||
| Management Fee | 0.25% | 0.25% | 0.25% | ||||
| Distribution (12b-1) Fee | 0.00% | 0.75% | 0.75% | ||||
| Other Expenses: | |||||||
| Shareholder Servicing Fee | 0.25% | 0.25% | 0.25% | ||||
| Other Operating Expenses | 0.73% | 0.73% | 0.73% | ||||
| Total Other Expenses | 0.98% | 0.98% | 0.98% | ||||
| Acquired Fund Fees and Expenses | 0.32% | 0.32% | 0.32% | ||||
| Total Annual Fund Operating Expenses* | 1.55% | 2.30% | 2.30% | ||||
| * | The Total Annual Fund Operating Expenses do not correlate to the ratios of net and total expenses to average net assets provided in the Financial Highlights, which reflect the operating expenses of the Fund and do not include Acquired Fund Fees and Expenses. |
12
| Balanced Strategy Fund |
| Summary Section |
Example
This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Funds operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
| 1 Year | 3 Years | 5 Years | 10 Years | ||||||
| Class A Shares | $650 | $965 | $1,302 | $2,253 | |||||
| Class B Shares | $633 | $918 | $1,230 | $2,276 | |||||
| Class C Shares | $333 | $718 | $1,230 | $2,195 |
For the share classes listed below, you would pay the following expenses if you did not redeem your shares:
| 1 Year | 3 Years | 5 Years | 10 Years | ||||||
| Class B Shares | $233 | $718 | $1,230 | $2,276 | |||||
| Class C Shares | $233 | $718 | $1,230 | $2,195 |
The Example does not reflect sales charges (loads) on reinvested dividends and other distributions. If these sales charges (loads) were included, your costs would be higher.
Portfolio Turnover
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in Annual Fund Operating Expenses or in the Example, affect the Funds performance. During the most recent fiscal year, the Funds portfolio turnover rate was 38% of the average value of its portfolio.
Principal Investment Strategies
The Fund is a fund of funds, meaning that it seeks to achieve its investment objective by investing primarily in underlying funds. The underlying funds may include mutual funds managed by HSBC Global Asset Management (USA) Inc., the Funds investment adviser (the Adviser), and mutual funds and exchange traded funds (ETFs) managed by investment advisers that are not associated with the Adviser (collectively, Underlying Funds). The Fund may invest in both actively-managed and passively-managed Underlying Funds to implement the Advisers investment views.
The Adviser uses a tactical or an active asset allocation strategy. This means that the Adviser, at its discretion, may change the Funds target asset allocation periodically. The Adviser considers a number of factors and inputs when determining the Funds target asset allocation and whether to change an allocation and reallocate investments. These include qualitative and quantitative inputs based on market trends, the Advisers outlook for companies with a given market capitalization, and its outlook for asset classes, sectors within asset classes, and such sectors performance in various market conditions.
13
| Balanced Strategy Fund |
| Summary Section |
Principal Investment Strategies (continued)
The Adviser anticipates maintaining each element (i.e., asset class or sector within an asset class) of the Funds targeted allocation within a target investment range, and has implemented a neutral target allocation for the Fund. The neutral target allocation represents the approximate allocation among asset classes that the Adviser believes would be appropriate for the Fund given its investment objective and targeted level of risk. The Adviser believes that the Funds actual allocation will typically vary (within the investment ranges listed in the table below) from the neutral target allocation. The Adviser will review the neutral target allocation quarterly and may revise the neutral target allocation.
The Adviser also believes that the Funds actual allocation may vary from its target allocation as a result of the disparate impact that market conditions may have on different elements of the Funds target allocation. The Adviser anticipates that the Fund will rebalance its investments periodically to bring its actual investment allocation in line with its current target allocation if one or more elements of its actual asset allocation varies from the target allocation beyond the tolerance level set for the element by the Adviser.
Compared to the other Funds included in this prospectus, the Fund is viewed as having a lesser potential for long-term investment returns and less investment risk than the Aggressive Strategy Fund, but a greater potential for long-term investment returns and more investment risk than the Moderate Strategy Fund, Conservative Strategy Fund or Income Strategy Fund.
This table shows how the Adviser expects to allocate the Funds investments among asset classes and the sectors that make up each asset class as of February 28, 2017.
| Neutral | |||||
| Investment Range | Target Allocation | ||||
| Asset Class (and Sector) | (Approximate Percentage of the Funds Assets) | ||||
| Underlying Equity Funds | 30-80% | 72% | |||
| U.S. Equity | |||||
| International Equity | |||||
| Emerging Markets Equity | |||||
| Underlying Fixed Income Funds | 15-65% | 21% | |||
| Government Bonds | |||||
| Investment Grade Corporates | |||||
| High Yield Fixed Income | |||||
| International Fixed Income | |||||
| Emerging Markets Fixed Income | |||||
| Other Underlying Funds and Investments | 0-20% | 5% | |||
| Real Estate Funds | |||||
| Money Market/Liquidity | 0-20% | 2% | |||
The Adviser selects Underlying Funds for investment using a process involving quantitative inputs and qualitative factors designed to determine how well the Underlying Fund represents its asset class. The Adviser will redeem or sell the Funds investment in an Underlying Fund if the Adviser determines that there is a better alternative selection. The Underlying Funds investments may include U.S. and foreign equity securities (including emerging market securities), real estate investment trusts (REITs) and investment grade and lower quality corporate securities (which may include “junk bonds”) and governmental fixed income securities. The Underlying Funds also may invest in financial instruments such as swaps and other derivatives to gain exposure to a particular group of securities, foreign exchange, an index or an asset class (such as commodities), or to hedge a position. The percentage weightings are targets that may be adjusted in the Advisers discretion.
14
| Balanced Strategy Fund |
| Summary Section |
Principal Investment Risks
You could lose money by investing in the Fund. The Fund has the following principal investment risks due to investments in Underlying Funds (for simplicity, this prospectus may use the term Fund, as applicable, to include the Underlying Funds):
| ● |
Allocation Risk:
The Funds ability to
achieve its investment goal depends upon the Advisers skill in
determining the Funds target asset and sector allocations and selecting
Underlying Funds. The Advisers target asset and sector allocations and
changes in such allocations may cause the Fund to underperform other
similar funds or cause you to lose money. Moreover, the Fund may not
achieve its target asset and sector allocations.
|
| ● |
Currency Risk:
Fluctuations in exchange
rates between the U.S. dollar and foreign currencies, or between various
foreign currencies, may negatively affect the Funds performance. The Fund
may seek to reduce currency risk by hedging part or all of its exposure to
various foreign currencies; however, even if such hedging techniques are
employed, there is no assurance that they will be successful.
|
| ● |
Debt Instruments
Risk: The risks of
investing in debt instruments include:
|
| ● |
Credit Risk:
The Fund could lose money
if an issuer or guarantor of a debt instrument is unable or unwilling to
make or perceived to be unable or unwilling to make timely payments of
interest or principal or enters bankruptcy. The issuer or guarantor could
also suffer a rapid decrease in credit quality rating, which would
adversely affect the volatility of the value and liquidity of the
instrument. This risk is greater for lower-quality bonds than for bonds
that are investment grade. |
| ● |
High-Yield Securities
(Junk Bond) Risk: Investments in high-yield securities (commonly referred to as junk
bonds) are considered speculative investments and have significantly
higher credit risk than investment-grade securities and tend to be less
marketable (i.e., less liquid) than higher rated securities. The prices of
high-yield securities, which may be more volatile than higher rated
securities of similar maturity, may be more vulnerable to adverse market,
economic, social or political conditions. |
| ● |
Interest Rate Risk:
Fluctuations in interest
rates may affect the yield, liquidity and value of investments in income
producing or debt instruments. Generally, if interest rates rise, the
value of such investments will fall. The risks associated with rising
interest rates are heightened given that interest rates are near historic
lows, but may increase in the future, with unpredictable effects on the
markets and the Funds investments. |
| ● |
Inventory Risk:
The market-making capacity
in debt markets has declined as a result of reduced broker-dealer
inventories relative to fund assets, reduced broker-dealer proprietary
trading activity and increased regulatory capital requirements for
financial institutions such as banks. Because market makers provide
stability to a market through their intermediary services, a significant
reduction in dealer market-making capacity has the potential to decrease
liquidity and increase volatility in the debt markets. A decrease in
liquidity may negatively affect the ability of the Fund to pay redemption
proceeds within the allowable time period.
|
| ● |
Derivatives Risk: The Funds use of derivative instruments involves risks different from, or possibly greater than, the risks associated with investing directly in securities and other traditional investments and could increase the volatility of the Funds net asset value per share and cause you to lose money. Risks associated with derivatives include the risk that the derivative is not well correlated with the security, index or currency to which it relates; the risk that derivatives may result in losses or missed opportunities; the risk that the Fund will be unable to sell the derivative because of an illiquid secondary market; the risk that a counterparty is unwilling or unable to meet its obligation; the risk that the Fund will be required to pay additional margin or set aside additional collateral to maintain open derivative positions; and the risk that the derivative transaction could expose the Fund to the effects of leverage, which could increase the Funds exposure to the market and magnify potential losses, particularly when derivatives are used to enhance return rather than offset risk. There is no guarantee that derivatives, to the extent employed, will have the intended effect, and their use could cause lower returns or even losses to the Fund. The use of derivatives by the Fund to hedge risk may reduce the opportunity for gain by offsetting the positive effect of favorable price movements. |
15
| Balanced Strategy Fund |
| Summary Section |
Principal Investment Risks (continued)
| ● |
Emerging Markets
Risk: The Funds
investments in emerging market countries are subject to all of the risks
of foreign investing generally, and have additional heightened risks due
to a lack of established legal, political, business and social frameworks
to support securities markets, including: greater market volatility and
illiquidity, lower trading volume, delays in trading or settling portfolio
securities transactions; currency and capital controls or other government
restrictions or interventions, such as economic sanctions, expropriation, nationalization and repatriation restrictions; greater sensitivity to interest rate changes;
pervasiveness of corruption and crime; currency exchange rate volatility;
and higher levels of inflation, deflation or currency devaluation. The
prices of securities in emerging markets can fluctuate more significantly
than the prices of securities in more developed countries. The less
developed the country, the greater effect such risks may have on an
investment. | |
| ● |
Equity Securities
Risk: The prices of equity
securities fluctuate from time to time based on changes in a companys
financial condition or overall market and economic conditions. As a
result, the value of equity securities may fluctuate drastically from day
to day. The risks of investing in equity securities also
include: | |
| ● |
Capitalization
Risk: Stocks of large
capitalization companies may be volatile in the event of earnings
disappointments or other financial developments. Medium and smaller
capitalization companies may involve greater risks due to limited product
lines and market and financial or managerial resources. Stocks of these
companies may also be more volatile, more difficult to value accurately,
less liquid and subject to the potential for greater declines in stock
prices in response to selling pressure. Stocks of smaller capitalization
companies generally have more risk than medium capitalization
companies. | |
| ● |
Issuer
Risk: An issuers earnings
prospects and overall financial position may deteriorate, causing a
decline in the Funds net asset value. | |
| ● |
Exchange Traded Fund
Risk: The risks of owning
shares of an ETF generally reflect the risks of owning the underlying
securities the ETF is designed to track, although lack of liquidity in the
market for an ETFs shares could result in the ETF being more volatile
than the underlying portfolio of securities. Disruptions in the markets
for the securities underlying ETFs purchased or sold by the Fund could
result in losses on the Funds investments. ETFs also have their own management fees and other fees and expenses, which the Fund bears in addition to its own expenses. | |
| ● |
Foreign Securities
Risk: Investments in
foreign securities are generally considered riskier than investments in
U.S. securities, and are subject to additional risks, including
international trade, social, political, economic and regulatory risks;
fluctuating currency exchange rates; less liquid, developed or efficient
trading markets; the imposition of exchange controls, confiscations and
other government restrictions (e.g., sanctions or tariffs) by the United States or
other countries; expropriation or confiscatory taxation; imposition of
withholding or other taxes on dividend or interest payments (or, in some
cases, capital gains); and different corporate disclosure and governance
standards. | |
| ● |
Index Fund
Risk: The performance of an
Underlying Fund that is an index fund may not correspond to its benchmark
index for any period of time and may underperform the overall stock
market. | |
| ● |
Leverage Risk: Leverage created by investments such as derivatives can diminish the Funds performance and increase the volatility of the Funds net asset value. This is because leverage tends to exaggerate the effect of any increase or decrease in the value of the Funds portfolio securities. | |
16
| Balanced Strategy Fund |
| Summary Section |
Principal Investment Risks (continued)
| ● |
Market
Risk: The value of the
Funds investments may decline due to changing economic, political,
social, regulatory or market conditions. Market risk may affect a single
issuer, industry or section of the economy or it may affect the economy as
a whole. Moreover, the conditions in one country or geographic region
could adversely affect the Funds investments in a different country or
geographic region. |
| ● |
Real Estate
Risk: A portion of the
assets of the Fund is allocated to Underlying Funds that invest primarily
in real estate related investments such as REITs. These investments will
expose the Fund to risks similar to those associated with direct ownership
of real estate, including losses from casualty or condemnation, and
changes in local and general economic conditions, supply and demand,
interest rates, zoning laws, overbuilding, decreases in real estate
values, regulatory limitations on rents, property taxes and operating
expenses. In addition, such investments may have limited diversification
because they invest in a limited number of properties, a narrow geographic
area, or a single type of property. REITs are heavily dependent upon their
management team and are subject to heavy cash flow dependency, defaults by
borrowers and self-liquidation. |
| ● |
Swap
Risk: The use of swap
agreements, which are agreements to exchange the return generated by one
instrument for the return generated by another instrument (or index), and
similar instruments involves risks that are different from those
associated with ordinary portfolio securities transactions. Swap
agreements may also subject the Fund to the risk that the counterparty to
the transaction may not meet its obligations, causing the Funds value to
decrease. Swap agreements may also be considered
illiquid. |
| ● |
Quantitative Inputs
Risk: The Advisers use of
quantitative inputs to analyze portfolios and make fund investment
decisions creates specific risks. Notably, errors within quantitative
inputs and incorrect assumptions could lead to investment
losses. |
| ● |
Underlying Fund Selection Risk: The risk that the Fund may invest in Underlying Funds that underperform other similar funds or the markets more generally, due to poor investment decisions by the investment adviser(s) for the Underlying Funds or otherwise. Underlying Funds also have their own management fees and other fees and expenses, which the Fund bears in addition to its own expenses. |
An investment in the Fund is not a deposit of HSBC Bank USA, N.A. and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.
More information about the risks of an investment in the Fund is provided in the Additional Information About the World Selection Funds Investment Strategies and Risks section of this prospectus.
17
| Balanced Strategy Fund |
| Summary Section |
Performance Bar Chart and Table
The bar chart and table below provide an indication of the risks of an investment in the Fund by showing changes in the Funds year-to-year performance and by showing how the Funds average annual returns compare with those of a broad measure of market performance. Performance reflects the historical performance of the Fund during periods when the Fund employed a different asset allocation model and strategy than the Fund currently employs. Past performance, including before- and after-tax returns, does not indicate how the Fund will perform in the future.
The bar chart below shows the Funds annual returns for Class A Shares and how performance has varied from year to year. The returns for Class B Shares and Class C Shares will be lower than the Class A Shares returns shown in the bar chart because the expenses of the classes differ.
Total Returns as of 12/31 for Class A
Shares
(Excluding sales charges, which
if included, would cause returns to be lower.)

| Best Quarter: | Q3 2009 | 16.21 | % | ||
| Worst Quarter: | Q4 2008 | -19.41 | % |
18
| Balanced Strategy Fund |
| Summary Section |
Performance Bar Chart and Table (continued)
The table below shows returns on a before-tax and after-tax basis. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investors tax situation and may differ from those shown. After-tax returns are not relevant to investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns shown in the table below are for Class A Shares of the Fund and after-tax returns for Class B and Class C Shares may vary. The table further compares the Funds performance over time to that of the Standard & Poors 500 Index, a broad-based securities index, the Morgan Stanley Capital International Europe Australasia and Far East Index (MSCI EAFE Index), the Bloomberg Barclays U.S. Aggregate Bond Index, the BofA Merrill Lynch U.S. High Yield Master II Index and the Citigroup U.S. Domestic 3-Month T-Bill.
Average Annual Total Returns^ (for the periods ended December 31, 2016)
| Inception | Since | |||||||||||||
| Date | 1 Year | 5 Years | 10 Years | Inception | ||||||||||
| Class A Return Before Taxes | Feb. 8, 2005 | 2.63% | 5.96% | 3.18% | 4.90 | % | ||||||||
| Class A Return After Taxes on Distributions | Feb. 8, 2005 | 2.24% | 4.09% | 1.97% | 3.85 | % | ||||||||
| Class A Return After Taxes on Distributions | ||||||||||||||
| and Sale of Fund Shares | Feb. 8, 2005 | 1.81% | 4.36% | 2.31% | 3.78 | % | ||||||||
| Class B Return Before Taxes (with | ||||||||||||||
| applicable CDSC) | Feb. 1, 2005 | 3.15% | 6.25% | 3.24% | 5.04 | % | ||||||||
| Class C Return Before Taxes (with | ||||||||||||||
| applicable CDSC) | April 27, 2005 | 6.10% | 6.25% | 3.32% | 5.24 | % | ||||||||
| S&P 500 Index (reflects no deduction | ||||||||||||||
| for fees, expenses or taxes) | | 11.96% | 14.66% | 6.95% | 7.70 | %* | ||||||||
| MSCI EAFE Index (reflects no deduction | ||||||||||||||
| for fees, expenses or taxes) | | 1.51% | 7.02% | 1.22% | 4.34 | %* | ||||||||
| Bloomberg Barclays U.S. Aggregate Bond | ||||||||||||||
| Index (reflects no deduction for fees, | ||||||||||||||
| expenses or taxes) | | 2.65% | 2.23% | 4.34% | 4.16 | %* | ||||||||
| BofA Merrill Lynch U.S. High Yield | ||||||||||||||
| Master II Index (reflects no deduction | ||||||||||||||
| for fees, expenses or taxes) | | 17.49% | 7.35% | 7.34% | 7.37 | %* | ||||||||
| Citigroup U.S. Domestic 3-Month T-Bill | ||||||||||||||
| (reflects no deduction for fees, expenses | ||||||||||||||
| or taxes) | | 0.27% | 0.09% | 0.73% | 1.24 | %* | ||||||||
| ^ |
The Fund implemented its current investment strategy effective January 19, 2010. The performance of the Fund for periods prior to January 19, 2010 is not representative of the Funds current investment strategy. During the years ended December 31, 2007, 2008, 2009, 2010 and 2011, certain Underlying Funds received payments in respect of a class action settlement which had the result of increasing their total returns. By virtue of the Funds investments in these Underlying Funds, the total return for the years ended December 31, 2007, 2008, 2009, 2010 and 2011 was higher than it would have been had these Underlying Funds not received the payment. |
|
* |
Since February 1, 2005. |
19
| Balanced Strategy Fund |
| Summary Section |
Investment Adviser
HSBC Global Asset Management (USA) Inc. is the Funds investment adviser.
Portfolio Manager
Mr. Rayman Bovell, CFA, Senior Vice President and Head of Wealth Portfolio Management at the Adviser, has managed the Fund since February 2014.
Purchasing and Selling Your Shares
Generally, you may purchase or redeem Fund shares on any business day by mail (HSBC Funds, PO Box 8106, Boston, MA 02266-8106), wire transfer, or telephone at 1-800-782-8183. Investors who wish to purchase, exchange or redeem Fund shares through a broker-dealer should contact the broker-dealer directly.
| Minimum | Minimum | ||||||||||
| Initial | Subsequent | ||||||||||
| Account Type | Investment* | Investment* | |||||||||
| Regular (non-retirement) | $ | 1,000 | $ | 100 | |||||||
| Retirement (IRA) | $ | 250 | $ | 100 | |||||||
| Automatic Investment Plan | $ | 250 | $ | 25 | |||||||
| * | Omnibus accounts are eligible to meet the minimums at the omnibus account level. |
Class B Shares may no longer be purchased or acquired by any new or existing Class B shareholder, except through dividend and/or capital gains reinvestment.
Tax Information
The Fund intends to declare and pay dividends from net investment income, if any, at least annually. The Funds distributions are taxable, and will be taxed as ordinary income or capital gains, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account. Such tax-deferred arrangements may be taxed later upon withdrawal of monies from those arrangements.
Payments to Broker-Dealers and Other Financial Intermediaries
If you purchase shares of the Fund through a financial intermediary, such as a broker-dealer or investment adviser, the Fund, the Adviser, the distributor and/or their affiliates may pay the intermediary for the sale of Fund shares and related services. These payments create a conflict of interest by influencing the broker-dealer or other financial intermediary and your sales person to recommend the Fund over another investment. Ask your financial intermediary or visit your financial intermediarys Web site for more information.
20
| Moderate Strategy Fund |
| Summary Section |
Class A, Class B and Class C Shares
Investment Objective
The investment objective of the Moderate Strategy Fund (the Fund) is high total return consisting of long-term growth of capital and current income.
Fees and Expenses of the Fund
This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund. You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $50,000 in the HSBC Family of Funds. More information about these and other discounts is available from your financial professional, and is explained in Distribution Arrangements/Sales Charges on page 68 of this prospectus and in the Funds Statement of Additional Information (SAI) in Right of Accumulation on page 88.
| Shareholder Fees | |||||||||
| (fees paid directly from your investment) | Class A | Class B | Class C | ||||||
| Maximum Sales Charge (load) Imposed on Purchases | |||||||||
| (as a % of offering price) | 5.00 | % | None | None | |||||
| Maximum Deferred Sales Charge (load) | |||||||||
| (as a % of amount redeemed) | None | 4.00 | % | 1.00 | % | ||||
| Annual Fund Operating Expenses (expenses that you pay | |||||||||
| each year as a percentage of the value of your investment) | Class A | Class B | Class C | ||||||
| Management Fee | 0.25 | % | 0.25 | % | 0.25 | % | |||
| Distribution (12b-1) Fee | 0.00 | % | 0.75 | % | 0.75 | % | |||
| Other Expenses: | |||||||||
| Shareholder Servicing Fee | 0.25 | % | 0.25 | % | 0.25 | % | |||
| Other Operating Expenses | 0.75 | % | 0.75 | % | 0.75 | % | |||
| Total Other Expenses | 1.00 | % | 1.00 | % | 1.00 | % | |||
| Acquired Fund Fees and Expenses | 0.31 | % | 0.31 | % | 0.31 | % | |||
| Total Annual Fund Operating Expenses* | 1.56 | % | 2.31 | % | 2.31 | % | |||
| * | The Total Annual Fund Operating Expenses do not correlate to the ratios of net and total expenses to average net assets provided in the Financial Highlights, which reflect the operating expenses of the Fund and do not include Acquired Fund Fees and Expenses. |
21
| Moderate Strategy Fund |
| Summary Section |
Example
This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Funds operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
| 1 Year | 3 Years | 5 Years | 10 Years | ||||||
| Class A Shares | $651 | $968 | $1,307 | $2,264 | |||||
| Class B Shares | $634 | $921 | $1,235 | $2,286 | |||||
| Class C Shares | $334 | $721 | $1,235 | $2,206 |
For the share classes listed below, you would pay the following expenses if you did not redeem your shares:
| 1 Year | 3 Years | 5 Years | 10 Years | ||||||
| Class B Shares | $234 | $721 | $1,235 | $2,286 | |||||
| Class C Shares | $234 | $721 | $1,235 | $2,206 |
The Example does not reflect sales charges (loads) on reinvested dividends and other distributions. If these sales charges (loads) were included, your costs would be higher.
Portfolio Turnover
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in Annual Fund Operating Expenses or in the Example, affect the Funds performance. During the most recent fiscal year, the Funds portfolio turnover rate was 33% of the average value of its portfolio.
Principal Investment Strategies
The Fund is a fund of funds, meaning that it seeks to achieve its investment objective by investing primarily in underlying funds. The underlying funds may include mutual funds managed by HSBC Global Asset Management (USA) Inc., the Funds investment adviser (the Adviser) and mutual funds and exchange traded funds (ETFs) managed by investment advisers that are not associated with the Adviser (collectively, Underlying Funds). The Fund may invest in both actively-managed and passively-managed Underlying Funds to implement the Advisers investment views.
The Adviser uses a tactical or an active asset allocation strategy. This means that the Adviser, at its discretion, may change the Funds target asset allocation periodically. The Adviser considers a number of factors and inputs when determining the Funds target asset allocation and whether to change an allocation and reallocate investments. These include qualitative and quantitative inputs based on market trends, the Advisers outlook for companies with a given market capitalization, and its outlook for asset classes, sectors within asset classes, and such sectors performance in various market conditions.
22
| Moderate Strategy Fund |
| Summary Section |
Principal Investment Strategies (continued)
The Adviser anticipates maintaining each element (i.e., asset class or sector within an asset class) of the Funds targeted allocation within a target investment range, and has implemented a neutral target allocation for the Fund. The neutral target allocation represents the approximate allocation among asset classes that the Adviser believes would be appropriate for the Fund given its investment objective and targeted level of risk. The Adviser believes that the Funds actual allocation will typically vary (within the investment ranges listed in the table below) from the neutral target allocation. The Adviser will review the neutral target allocation quarterly and may revise the neutral target allocation.
The Adviser also believes that the Funds actual allocation may vary from its target allocation as a result of the disparate impact that market conditions may have on different elements of the Funds target allocation. The Adviser anticipates that the Fund will rebalance its investments periodically to bring its actual investment allocation in line with its current target allocation if one or more elements of its actual asset allocation varies from the target allocation beyond the tolerance level set for the element by the Adviser.
Compared to the other Funds included in this prospectus, the Fund is viewed as having a lesser potential for long-term investment returns and less investment risk than the Aggressive Strategy Fund or Balanced Strategy Fund, but a greater potential for long-term investment returns and more investment risk than the Conservative Strategy Fund or Income Strategy Fund.
This table shows how the Adviser expects to allocate the Funds investments among asset classes and the sectors that make up each asset class as of February 28 2017.
| Neutral | |||||
| Investment Range | Target Allocation | ||||
| Asset Class (and Sector) | (Approximate Percentage of the Funds Assets) | ||||
| Underlying Equity Funds | 20-70% | 48% | |||
| U.S. Equity | |||||
| International Equity | |||||
| Emerging Markets Equity | |||||
| Underlying Fixed Income Funds | 30-80% | 45% | |||
| Government Bonds | |||||
| Investment Grade Corporates | |||||
| High Yield Fixed Income | |||||
| International Fixed Income | |||||
| Emerging Markets Fixed Income | |||||
| Other Underlying Funds and Investments | 0-20% | 5% | |||
| Real Estate Funds | |||||
| Money Market/Liquidity | 0-20% | 2% | |||
The Adviser selects Underlying Funds for investment using a process involving quantitative inputs and qualitative factors designed to determine how well the Underlying Fund represents its asset class. The Adviser will redeem or sell the Funds investment in an Underlying Fund if the Adviser determines that there is a better alternative selection. The Underlying Funds investments may include U.S. and foreign equity securities (including emerging market securities), real estate investment trusts (REITs) and investment grade and lower quality corporate securities (which may include “junk bonds”) and governmental fixed income securities. The Underlying Funds also may invest in financial instruments such as swaps and other derivatives to gain exposure to a particular group of securities, foreign exchange, an index or an asset class (such as commodities), or to hedge a position. The percentage weightings are targets that may be adjusted in the Advisers discretion.
23
| Moderate Strategy Fund |
| Summary Section |
Principal Investment Risks
You could lose money by investing in the Fund. The Fund has the following principal investment risks due to investments in Underlying Funds (for simplicity, this prospectus may use the term Fund, as applicable, to include the Underlying Funds):
| ● | Allocation Risk: The Funds ability to achieve its investment
goal depends upon the Advisers skill in determining the Funds target
asset and sector allocations and selecting Underlying Funds. The Advisers
target asset and sector allocations and changes in such allocations may
cause the Fund to underperform other similar funds or cause you to lose
money. Moreover, the Fund may not achieve its target asset and sector
allocations. |
| ● | Currency Risk: Fluctuations in exchange rates between the
U.S. dollar and foreign currencies, or between various foreign currencies,
may negatively affect the Funds performance. The Fund may seek to reduce
currency risk by hedging part or all of its exposure to various foreign
currencies; however, even if such hedging techniques are employed, there
is no assurance that they will be successful. |
| ● | Debt Instruments Risk: The risks of investing in debt instruments
include: |
| ● | Credit Risk: The Fund could lose money if an issuer or
guarantor of a debt instrument is unable or unwilling to make or perceived
to be unable or unwilling to make timely payments of interest or principal
or enters bankruptcy. The issuer or guarantor could also suffer a rapid
decrease in credit quality rating, which would adversely affect the
volatility of the value and liquidity of the instrument. This risk is
greater for lower-quality bonds than for bonds that are investment
grade. |
| ● | High-Yield Securities (Junk Bond) Risk:
Investments in high-yield
securities (commonly referred to as junk bonds) are considered
speculative investments and have significantly higher credit risk than
investment-grade securities and tend to be less marketable (i.e., less
liquid) than higher rated securities. The prices of high-yield securities,
which may be more volatile than higher rated securities of similar
maturity, may be more vulnerable to adverse market, economic, social or
political conditions. |
| ● | Interest Rate Risk: Fluctuations in interest rates may affect
the yield, liquidity and value of investments in income producing or debt
instruments. Generally, if interest rates rise, the value of such
investments will fall. The risks associated with rising interest rates are
heightened given that interest rates are near historic lows, but may
increase in the future, with unpredictable effects on the markets and the
Funds investments. |
| ● | Inventory Risk: The market-making capacity in debt markets
has declined as a result of reduced broker-dealer inventories relative to
fund assets, reduced broker-dealer proprietary trading activity and
increased regulatory capital requirements for financial institutions such
as banks. Because market makers provide stability to a market through
their intermediary services, a significant reduction in dealer
market-making capacity has the potential to decrease liquidity and
increase volatility in the debt markets. A decrease in liquidity may
negatively affect the ability of the Fund to pay redemption proceeds
within the allowable time period. |
| ● | Derivatives Risk: The Funds use of derivative instruments involves risks different from, or possibly greater than, the risks associated with investing directly in securities and other traditional investments and could increase the volatility of the Funds net asset value per share and cause you to lose money. Risks associated with derivatives include the risk that the derivative is not well correlated with the security, index or currency to which it relates; the risk that derivatives may result in losses or missed opportunities; the risk that the Fund will be unable to sell the derivative because of an illiquid secondary market; the risk that a counterparty is unwilling or unable to meet its obligation; the risk that the Fund will be required to pay additional margin or set aside additional collateral to maintain open derivative positions; and the risk that the derivative transaction could expose the Fund to the effects of leverage, which could increase the Funds exposure to the market and magnify potential losses, particularly when derivatives are used to enhance return rather than offset risk. There is no guarantee that derivatives, to the extent employed, will have the intended effect, and their use could cause lower returns or even losses to the Fund. The use of derivatives by the Fund to hedge risk may reduce the opportunity for gain by offsetting the positive effect of favorable price movements. |
24
| Moderate Strategy Fund |
| Summary Section |
Principal Investment Risks (continued)
| ● | Emerging Markets Risk: The Funds investments in emerging market
countries are subject to all of the risks of foreign investing generally,
and have additional heightened risks due to a lack of established legal,
political, business and social frameworks to support securities markets,
including: greater market volatility and illiquidity, lower trading
volume, delays in trading or settling portfolio securities transactions;
currency and capital controls or other government restrictions or
interventions, such as economic sanctions, expropriation, nationalization and repatriation restrictions; greater sensitivity to interest rate changes;
pervasiveness of corruption and crime; currency exchange rate volatility;
and higher levels of inflation, deflation or currency devaluation. The
prices of securities in emerging markets can fluctuate more significantly
than the prices of securities in more developed countries. The less
developed the country, the greater effect such risks may have on an
investment. |
| ● | Equity Securities Risk: The prices of equity securities fluctuate
from time to time based on changes in a companys financial condition or
overall market and economic conditions. As a result, the value of equity
securities may fluctuate drastically from day to day. The risks of
investing in equity securities also
include: |
| ● | Capitalization Risk:
Stocks of large capitalization
companies may be volatile in the event of earnings disappointments or
other financial developments. Medium and smaller capitalization companies
may involve greater risks due to limited product lines and market and
financial or managerial resources. Stocks of these companies may also be
more volatile, more difficult to value accurately, less liquid and subject
to the potential for greater declines in stock prices in response to
selling pressure. Stocks of smaller capitalization companies generally
have more risk than medium capitalization
companies. |
| ● | Issuer Risk: An issuers earnings prospects and overall
financial position may deteriorate, causing a decline in the Funds net
asset value. |
| ● | Exchange Traded Fund
Risk: The risks of owning shares
of an ETF generally reflect the risks of owning the underlying securities
the ETF is designed to track, although lack of liquidity in the market for
an ETFs shares could result in the ETF being more volatile than the
underlying portfolio of securities. Disruptions in the markets for the
securities underlying ETFs purchased or sold by the Fund could result in
losses on the Funds investments. ETFs also have their
own management fees and other fees and expenses, which the Fund bears in addition to its own expenses.
|
| ● | Foreign Securities
Risk: Investments in foreign
securities are generally considered riskier than investments in U.S.
securities, and are subject to additional risks, including international
trade, social, political, economic and regulatory risks; fluctuating
currency exchange rates; less liquid, developed or efficient trading
markets; the imposition of exchange controls, confiscations and other
government restrictions (e.g., sanctions or tariffs) by the United States or other
countries; expropriation or confiscatory taxation; imposition of
withholding or other taxes on dividend or interest payments (or, in some
cases, capital gains); and different corporate disclosure and governance
standards. |
| ● | Index Fund Risk: The performance of an Underlying Fund that
is an index fund may not correspond to its benchmark index for any period
of time and may underperform the overall stock
market. |
| ● | Leverage Risk: Leverage created by investments such as
derivatives can diminish the Funds performance and increase the
volatility of the Funds net asset value. This is because leverage tends
to exaggerate the effect of any increase or decrease in the value of the
Funds portfolio securities. |
| ● | Market Risk: The value of the Funds investments may decline due to changing economic, political, social, regulatory or market conditions. Market risk may affect a single issuer, industry or section of the economy or it may affect the economy as a whole. Moreover, the conditions in one country or geographic region could adversely affect the Funds investments in a different country or geographic region. |
25
| Moderate Strategy Fund |
| Summary Section |
Principal Investment Risks (continued)
| ● | Real Estate Risk: A portion of the assets of the Fund is
allocated to Underlying Funds that invest primarily in real estate related
investments such as REITs. These investments will expose the Fund to risks
similar to those associated with direct ownership of real estate,
including losses from casualty or condemnation, and changes in local and
general economic conditions, supply and demand, interest rates, zoning
laws, overbuilding, decreases in real estate values, regulatory
limitations on rents, property taxes and operating expenses. In addition,
such investments may have limited diversification because they invest in a
limited number of properties, a narrow geographic area, or a single type
of property. REITs are heavily dependent upon their management team and
are subject to heavy cash flow dependency, defaults by borrowers and
self-liquidation. |
| ● | Swap Risk: The use of swap agreements, which are
agreements to exchange the return generated by one instrument for the
return generated by another instrument (or index), and similar instruments
involves risks that are different from those associated with ordinary
portfolio securities transactions. Swap agreements may also subject the
Fund to the risk that the counterparty to the transaction may not meet its
obligations, causing the Funds value to decrease. Swap agreements may
also be considered illiquid. |
| ● | Quantitative Inputs Risk: The Advisers use of quantitative inputs to
analyze portfolios and make fund investment decisions creates specific
risks. Notably, errors within quantitative inputs and incorrect
assumptions could lead to investment losses. |
| ● | Underlying Fund Selection Risk: The risk that the Fund may invest in Underlying Funds that underperform other similar funds or the markets more generally, due to poor investment decisions by the investment adviser(s) for the Underlying Funds or otherwise. Underlying Funds also have their own management fees and other fees and expenses, which the Fund bears in addition to its own expenses. |
An investment in the Fund is not a deposit of HSBC Bank USA, N.A. and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.
More information about the risks of an investment in the Fund is provided in the Additional Information About the World Selection Funds Investment Strategies and Risks section of this prospectus.
26
| Moderate Strategy Fund |
| Summary Section |
Performance Bar Chart and Table
The bar chart and table below provide an indication of the risks of an investment in the Fund by showing changes in the Funds year-to-year performance and by showing how the Funds average annual returns compare with those of a broad measure of market performance. Performance reflects the historical performance of the Fund during periods when the Fund employed a different asset allocation model and strategy than the Fund currently employs. Past performance, including before- and after-tax returns, does not indicate how the Fund will perform in the future.
The bar chart below shows the Funds annual returns for Class A Shares and how performance has varied from year to year. The returns for Class B Shares and Class C Shares will be lower than the Class A Shares returns shown in the bar chart because the expenses of the classes differ.
Annual Total Returns as of 12/31
for Class A Shares
(Excluding sales charges,
which if included, would cause returns to be lower.)

| Best Quarter: | Q3 2009 | 13.43% | |||
| Worst Quarter: | Q4 2008 | -15.57% |
27
| Moderate Strategy Fund |
| Summary Section |
Performance Bar Chart and Table (continued)
The table below shows returns on a before-tax and after-tax basis. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investors tax situation and may differ from those shown. After-tax returns are not relevant to investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns shown in the table below are for Class A Shares of the Fund and after-tax returns for Class B and Class C Shares may vary. The table further compares the Funds performance over time to that of the Standard & Poors 500 Index, a broad-based securities index, the Morgan Stanley Capital International Europe Australasia and Far East Index (MSCI EAFE Index), the Bloomberg Barclays U.S. Aggregate Bond Index, the BofA Merrill Lynch U.S. High Yield Master II Index and the Citigroup U.S. Domestic 3-Month T-Bill.
Average Annual Total Returns^ (for the periods ended December 31, 2016)
| Inception | Since | ||||||||||
| Date | 1 Year | 5 Years | 10 Years | Inception | |||||||
| Class A Return Before Taxes | Feb. 3, 2005 | 1.37% | 4.60% | 2.99% | 4.29% | ||||||
| Class A Return After Taxes on | |||||||||||
| Distributions | Feb. 3, 2005 | 0.89% | 3.13% | 1.84% | 3.26% | ||||||
| Class A Return After Taxes on | |||||||||||
| Distributions and Sale of Fund Shares | Feb. 3, 2005 | 0.96% | 3.28% | 2.09% | 3.20% | ||||||
| Class B Return Before Taxes (with | |||||||||||
| applicable CDSC) | Feb. 1, 2005 | 1.92% | 4.90% | 3.06% | 4.39% | ||||||
| Class C Return Before Taxes (with | |||||||||||
| applicable CDSC) | June 9, 2005 | 4.94% | 4.91% | 3.13% | 4.38% | ||||||
| S&P 500 Index (reflects no deduction | |||||||||||
| for fees, expenses or taxes) | | 11.96% | 14.66% | 6.95% | 7.70%* | ||||||
| MSCI EAFE Index (reflects no deduction | |||||||||||
| for fees, expenses or taxes) | | 1.51% | 7.02% | 1.22% | 4.34%* | ||||||
| Bloomberg Barclays U.S. Aggregate Bond | |||||||||||
| Index (reflects no deduction for fees, | |||||||||||
| expenses or taxes) | | 2.65% | 2.23% | 4.34% | 4.16%* | ||||||
| BofA Merrill Lynch U.S. High Yield | |||||||||||
| Master II Index (reflects no deduction | |||||||||||
| for fees, expenses or taxes) | | 17.49% | 7.35% | 7.34% | 7.37%* | ||||||
| Citigroup U.S. Domestic 3-Month T-Bill | |||||||||||
| (reflects no deduction for fees, expenses | |||||||||||
| or taxes) | | 0.27% | 0.09% | 0.73% | 1.24%* |
| ^ | The Fund implemented its current investment strategy effective January 19, 2010. The performance of the Fund for periods prior to January 19, 2010 is not representative of the Funds current investment strategy. During the years ended December 31, 2007, 2008, 2009, 2010 and 2011, certain Underlying Funds received payments in respect of a class action settlement which had the result of increasing their total returns. By virtue of the Funds investments in these Underlying Funds, the total return for the years ended December 31, 2007, 2008, 2009, 2010 and 2011 was higher than it would have been had these Underlying Funds not received the payment. |
| * | Since February 1, 2005. |
28
| Moderate Strategy Fund |
| Summary Section |
Investment Adviser
HSBC Global Asset Management (USA) Inc. is the Funds investment adviser.
Portfolio Manager
Mr. Rayman Bovell, CFA, Senior Vice President and Head of Wealth Portfolio Management at the Adviser, has managed the Fund since February 2014.
Purchasing and Selling Your Shares
Generally, you may purchase or redeem Fund shares on any business day by mail (HSBC Funds, PO Box 8106, Boston, MA 02266-8106), wire transfer, or telephone at 1-800-782-8183. Investors who wish to purchase, exchange or redeem Fund shares through a broker-dealer should contact the broker-dealer directly.
| Minimum | Minimum | ||||||||
| Initial | Subsequent | ||||||||
| Account Type | Investment* | Investment* | |||||||
| Regular (non-retirement) | $ | 1,000 | $ | 100 | |||||
| Retirement (IRA) | $ | 250 | $ | 100 | |||||
| Automatic Investment Plan | $ | 250 | $ | 25 | |||||
| * | Omnibus accounts are eligible to meet the minimums at the omnibus account level. |
Class B Shares may no longer be purchased or acquired by any new or existing Class B shareholder, except through dividend and/or capital gains reinvestment.
Tax Information
The Fund intends to declare and pay dividends from net investment income, if any, quarterly. The Funds distributions are taxable, and will be taxed as ordinary income or capital gains, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account. Such tax-deferred arrangements may be taxed later upon withdrawal of monies from those arrangements.
Payments to Broker-Dealers and Other Financial Intermediaries
If you purchase shares of the Fund through a financial intermediary, such as a broker-dealer or investment adviser, the Fund, the Adviser, the distributor and/or their affiliates may pay the intermediary for the sale of Fund shares and related services. These payments create a conflict of interest by influencing the broker-dealer or other financial intermediary and your salesperson to recommend the Fund over another investment. Ask your financial intermediary or visit your financial intermediarys Web site for more information.
29
| Conservative Strategy Fund |
| Summary Section |
Class A, Class B and Class C Shares
Investment Objective
The investment objective of the Conservative Strategy Fund (the Fund) is high total return consisting of long-term growth of capital and current income.
Fees and Expenses of the Fund
This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund. You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $50,000 in the HSBC Family of Funds. More information about these and other discounts is available from your financial professional, and is explained in Distribution Arrangements/Sales Charges on page 68 of this prospectus and in the Funds Statement of Additional Information (SAI) in Right of Accumulation on page 88.
| Shareholder Fees | |||||||
| (fees paid directly from your investment) | Class A | Class B | Class C | ||||
| Maximum Sales Charge (load) Imposed on Purchases | |||||||
| (as a % of offering price) | 5.00% | None | None | ||||
| Maximum Deferred Sales Charge (load) | |||||||
| (as a % of amount redeemed) | None | 4.00% | 1.00% | ||||
| Annual Fund Operating Expenses (expenses that you pay | |||||||
| each year as a percentage of the value of your investment) | Class A | Class B | Class C | ||||
| Management Fee | 0.25% | 0.25% | 0.25% | ||||
| Distribution (12b-1) Fee | 0.00% | 0.75% | 0.75% | ||||
| Other Expenses: | |||||||
| Shareholder Servicing Fee | 0.25% | 0.25% | 0.25% | ||||
| Other Operating Expenses | 1.16% | 1.16% | 1.16% | ||||
| Total Other Expenses | 1.41% | 1.41% | 1.41% | ||||
| Acquired Fund Fees and Expenses | 0.30% | 0.30% | 0.30% | ||||
| Total Annual Fund Operating Expenses* | 1.96% | 2.71% | 2.71% | ||||
| Fee Waiver and/or Expense Reimbursement** | 0.16% | 0.16% | 0.16% | ||||
| Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement | 1.80% | 2.55% | 2.55% | ||||
| * | The Total Annual Fund Operating Expenses do not correlate to the ratios of net and total expenses to average net assets provided in the Financial Highlights, which reflect the operating expenses of the Fund and do not include Acquired Fund Fees and Expenses. |
| ** | HSBC Global Asset Management (USA) Inc., the Fund’s investment adviser (‘‘Adviser’’), has entered into a contractual expense limitation agreement with the Fund (‘‘Expense Limitation Agreement’’) under which it will limit total expenses of the Fund (excluding interest, taxes, brokerage commissions, extraordinary expenses and estimated indirect expenses attributable to the Fund’s investments in investment companies other than the HSBC Opportunity Portfolio) to an annual rate of 1.50% for Class A Shares, 2.25% for Class B Shares and 2.25% for Class C Shares. Any amounts contractually waived or reimbursed by the Adviser will be subject to repayment by the Fund to the Adviser within three years to the extent that the repayment will not cause the Fund’s operating expenses to exceed the contractual expense limit that was in effect at the time of such waiver or reimbursement. The expense limitation shall be in effect until March 1, 2018. The Expense Limitation Agreement shall terminate upon the termination of the Investment Advisory Contract between HSBC Funds (the ‘‘Trust’’) and the Adviser, or it may be terminated upon written notice to the Adviser by the Trust’s Board of Trustees. |
30
| Conservative Strategy Fund |
| Summary Section |
Example
This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Funds operating expenses remain the same. The Example takes the Funds Expense Limitation Agreement into account for the first year only. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
| 1 Year | 3 Years | 5 Years | 10 Years | ||||||
| Class A Shares | $674 | $1,070 | $1,490 | $2,659 | |||||
| Class B Shares | $658 | $1,026 | $1,421 | $2,684 | |||||
| Class C Shares | $358 | $826 | $1,421 | $2,606 |
For the share classes listed below, you would pay the following expenses if you did not redeem your shares:
| 1 Year | 3 Years | 5 Years | 10 Years | ||||||
| Class B Shares | $258 | $826 | $1,421 | $2,684 | |||||
| Class C Shares | $258 | $826 | $1,421 | $2,606 |
The Example does not reflect sales charges (loads) on reinvested dividends and other distributions. If these sales charges (loads) were included, your costs would be higher.
Portfolio Turnover
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in Annual Fund Operating Expenses or in the Example, affect the Funds performance. During the most recent fiscal year, the Funds portfolio turnover rate was 25% of the average value of its portfolio.
Principal Investment Strategies
The Fund is a fund of funds, meaning that it seeks to achieve its investment objective by investing primarily in underlying funds. The underlying funds may include mutual funds managed by HSBC Global Asset Management (USA) Inc., the Funds investment adviser (the Adviser) and mutual funds and exchange traded funds (ETFs) managed by investment advisers that are not associated with the Adviser (collectively, Underlying Funds). The Fund may invest in both actively-managed and passively-managed Underlying Funds to implement the Advisers investment views.
The Adviser uses a tactical or an active asset allocation strategy. This means that the Adviser, at its discretion, may change the Funds target asset allocation periodically. The Adviser considers a number of factors and inputs when determining the Funds target asset allocation and whether to change an allocation and reallocate investments. These include qualitative and quantitative inputs based on market trends, the Advisers outlook for companies with a given market capitalization, and its outlook for asset classes, sectors within asset classes, and such sectors performance in various market conditions.
31
| Conservative Strategy Fund |
| Summary Section |
Principal Investment Strategies (continued)
The Adviser anticipates maintaining each element (i.e., asset class or sector within an asset class) of the Funds targeted allocation within a target investment range, and has implemented a neutral target allocation for the Fund. The neutral target allocation represents the approximate allocation among asset classes that the Adviser believes would be appropriate for the Fund given its investment objective and targeted level of risk. The Adviser believes that the Funds actual allocation will typically vary (within the investment ranges listed in the table below) from the neutral target allocation. The Adviser will review the neutral target allocation quarterly and may revise the neutral target allocation.
The Adviser also believes that the Funds actual allocation may vary from its target allocation as a result of the disparate impact that market conditions may have on different elements of the Funds target allocation. The Adviser anticipates that the Fund will rebalance its investments periodically to bring its actual investment allocation in line with its current target allocation if one or more elements of its actual asset allocation varies from the target allocation beyond the tolerance level set for the element by the Adviser.
Compared to the other Funds included in this prospectus, the Fund and the Income Strategy Fund are viewed as having the lowest potential for long-term investment returns, as well as the lowest investment risk.
This table shows how the Adviser expects to allocate the Funds investments among asset classes and the sectors that make up each asset class as of February 28, 2017.
| Neutral | |||||
| Investment Range | Target Allocation | ||||
| Asset Class (and Sector) | (Approximate Percentage of the Funds Assets) | ||||
| Underlying Equity Funds | 0-50% | 23% | |||
| U.S. Equity | |||||
| International Equity | |||||
| Emerging Markets Equity | |||||
| Underlying Fixed Income Funds | 50-100% | 70% | |||
| Government Bonds | |||||
| Investment Grade Corporates | |||||
| High Yield Fixed Income | |||||
| International Fixed Income | |||||
| Emerging Markets Fixed Income | |||||
| Other Underlying Funds and Investments | 0-20% | 5% | |||
| Real Estate Funds | |||||
| Money Market/Liquidity | 0-20% | 2% | |||
The Adviser selects Underlying Funds for investment using a process involving quantitative inputs and qualitative factors designed to determine how well the Underlying Fund represents its asset class. The Adviser will redeem or sell the Funds investment in an Underlying Fund if the Adviser determines that there is a better alternative selection. The Underlying Funds investments may include U.S. and foreign equity securities (including emerging market securities), real estate investment trusts (REITs) and investment grade and lower quality corporate securities (which may include “junk bonds”) and governmental fixed income securities. The Underlying Funds also may invest in financial instruments such as swaps and other derivatives to gain exposure to a particular group of securities, foreign exchange, an index or an asset class (such as commodities), or to hedge a position. The percentage weightings are targets that may be adjusted in the Advisers discretion.
32
| Conservative Strategy Fund |
| Summary Section |
Principal Investment Risks
You could lose money by investing in the Fund. The Fund has the following principal investment risks due to investments in Underlying Funds (for simplicity, this prospectus may use the term Fund, as applicable, to include the Underlying Funds):
| ● | Allocation Risk: The Funds ability to achieve its investment
goal depends upon the Advisers skill in determining the Funds target
asset and sector allocations and selecting Underlying Funds. The Advisers
target asset and sector allocations and changes in such allocations may
cause the Fund to underperform other similar funds or cause you to lose
money. Moreover, the Fund may not achieve its target asset and sector
allocations. |
| ● | Currency Risk: Fluctuations in exchange rates between the
U.S. dollar and foreign currencies, or between various foreign currencies,
may negatively affect the Funds performance. The Fund may seek to reduce
currency risk by hedging part or all of its exposure to various foreign
currencies; however, even if such hedging techniques are employed, there
is no assurance that they will be successful. |
| ● | Debt Instruments Risk: The risks of investing in debt instruments include: |
| ● | Credit Risk: The Fund could lose money if an issuer or
guarantor of a debt instrument is unable or unwilling to make or perceived
to be unable or unwilling to make timely payments of interest or principal
or enters bankruptcy. The issuer or guarantor could also suffer rapid
decrease in credit quality rating, which would adversely affect the
volatility of the value and liquidity of the instrument. This risk is
greater for lower-quality bonds than for bonds that are investment grade.
|
| ● | High-Yield Securities (Junk Bond)
Risk: Investments in high-yield
securities (commonly referred to as junk bonds) are considered
speculative investments and have significantly higher credit risk than
investment-grade securities and tend to be less marketable (i.e., less
liquid) than higher rated securities. The prices of high-yield securities,
which may be more volatile than higher rated securities of similar
maturity, may be more vulnerable to adverse market, economic, social or
political conditions. |
| ● | Interest Rate Risk: Fluctuations in interest rates may affect
the yield, liquidity and value of investments in income producing or debt
instruments. Generally, if interest rates rise, the value of such
investments will fall. The risks associated with rising interest rates are
heightened given that interest rates are near historic lows, but may
increase in the future, with unpredictable effects on the markets and the
Funds investments. |
| ● | Inventory Risk: The market-making capacity in debt markets has declined as a result of reduced broker-dealer inventories relative to fund assets, reduced broker-dealer proprietary trading activity and increased regulatory capital requirements for financial institutions such as banks. Because market makers provide stability to a market through their intermediary services, a significant reduction in dealer market-making capacity has the potential to decrease liquidity and increase volatility in the debt markets. A decrease in liquidity may negatively affect the ability of the Fund to pay redemption proceeds within the allowable time period. |
| ● | Derivatives Risk: The Funds use of derivative instruments involves risks different from, or possibly greater than, the risks associated with investing directly in securities and other traditional investments and could increase the volatility of the Funds net asset value per share and cause you to lose money. Risks associated with derivatives include the risk that the derivative is not well correlated with the security, index or currency to which it relates; the risk that derivatives may result in losses or missed opportunities; the risk that the Fund will be unable to sell the derivative because of an illiquid secondary market; the risk that a counterparty is unwilling or unable to meet its obligation; the risk that the Fund will be required to pay additional margin or set aside additional collateral to maintain open derivative positions; and the risk that the derivative transaction could expose the Fund to the effects of leverage, which could increase the Funds exposure to the market and magnify potential losses, particularly when derivatives are used to enhance return rather than offset risk. There is no guarantee that derivatives, to the extent employed, will have the intended effect, and their use could cause lower returns or even losses to the Fund. The use of derivatives by the Fund to hedge risk may reduce the opportunity for gain by offsetting the positive effect of favorable price movements. |
33
| Conservative Strategy Fund |
| Summary Section |
Principal Investment Risks (continued)
| ● | Emerging Markets Risk:
The Funds investments in emerging market countries are subject to all of
the risks of foreign investing generally, and have additional heightened
risks due to a lack of established legal, political, business and social
frameworks to support securities markets, including: greater market
volatility and illiquidity, lower trading volume, delays in trading or
settling portfolio securities transactions; currency and capital controls
or other government restrictions or interventions, such as economic
sanctions, expropriation, nationalization and repatriation restrictions; greater sensitivity to
interest rate changes; pervasiveness of corruption and crime; currency
exchange rate volatility; and higher levels of inflation, deflation or
currency devaluation. The prices of securities in emerging markets can
fluctuate more significantly than the prices of securities in more
developed countries. The less developed the country, the greater effect
such risks may have on an investment. |
| ● | Equity Securities Risk: The prices of equity securities fluctuate from time to time based on changes in a companys financial condition or overall market and economic conditions. As a result, the value of equity securities may fluctuate drastically from day to day. The risks of investing in equity securities also include: |
| ● | Capitalization Risk:
Stocks of large capitalization companies may be volatile in the event of
earnings disappointments or other financial developments. Medium and
smaller capitalization companies may involve greater risks due to limited
product lines and market and financial or managerial resources. Stocks of
these companies may also be more volatile, more difficult to value
accurately, less liquid and subject to the potential for greater declines
in stock prices in response to selling pressure. Stocks of smaller
capitalization companies generally have more risk than medium
capitalization companies. |
| ● | Issuer Risk: An issuers earnings prospects and overall financial position may deteriorate, causing a decline in the Funds net asset value. |
| ● | Exchange Traded Fund Risk: The risks of owning shares of an ETF generally reflect the risks
of owning the underlying securities the ETF is designed to track, although
lack of liquidity in the market for an ETFs shares could result in the
ETF being more volatile than the underlying portfolio of securities.
Disruptions in the markets for the securities underlying ETFs purchased or
sold by the Fund could result in losses on the Funds investments. ETFs
also have their own management fees and other fees and expenses, which the Fund bears in addition to its own expenses. |
| ● | Foreign Securities Risk: Investments in foreign securities are generally considered riskier than
investments in U.S. securities, and are subject to additional risks,
including international trade, social, political, economic and regulatory
risks; fluctuating currency exchange rates; less liquid, developed or
efficient trading markets; the imposition of exchange controls,
confiscations and other government restrictions (e.g., sanctions or tariffs) by the
United States or other countries; expropriation or confiscatory taxation;
imposition of withholding or other taxes on dividend or interest payments
(or, in some cases, capital gains); and different corporate disclosure and
governance standards. |
| ● | Index Fund Risk: The
performance of an Underlying Fund that is an index fund may not correspond
to its benchmark index for any period of time and may underperform the
overall stock market. |
| ● | Leverage Risk: Leverage
created by investments such as derivatives can diminish the Funds
performance and increase the volatility of the Funds net asset value.
This is because leverage tends to exaggerate the effect of any increase or
decrease in the value of the Funds portfolio securities. |
| ● | Market Risk: The value of the Funds investments may decline due to changing economic, political, social, regulatory or market conditions. Market risk may affect a single issuer, industry or section of the economy or it may affect the economy as a whole. Moreover, the conditions in one country or geographic region could adversely affect the Funds investments in a different country or geographic region. |
34
| Conservative Strategy Fund |
| Summary Section |
Principal Investment Risks (continued)
| ● | Real Estate Risk: A portion of the assets of the Fund is
allocated to Underlying Funds that invest primarily in real estate related
investments such as REITs. These investments will expose the Fund to risks
similar to those associated with direct ownership of real estate,
including losses from casualty or condemnation, and changes in local and
general economic conditions, supply and demand, interest rates, zoning
laws, overbuilding, decreases in real estate values, regulatory
limitations on rents, property taxes and operating expenses. In addition,
such investments may have limited diversification because they invest in a
limited number of properties, a narrow geographic area, or a single type
of property. REITs are heavily dependent upon their management team and
are subject to heavy cash flow dependency, defaults by borrowers and
self-liquidation. |
| ● | Swap Risk: The use of swap agreements, which are
agreements to exchange the return generated by one instrument for the
return generated by another instrument (or index), and similar instruments
involves risks that are different from those associated with ordinary
portfolio securities transactions. Swap agreements may also subject the
Fund to the risk that the counterparty to the transaction may not meet its
obligations, causing the Funds value to decrease. Swap agreements may
also be considered illiquid. |
| ● | Quantitative Inputs
Risk: The Advisers use of
quantitative inputs to analyze portfolios and make fund investment
decisions creates specific risks. Notably, errors within quantitative
inputs and incorrect assumptions could lead to investment
losses. |
| ● | Underlying Fund Selection Risk: The risk that the Fund may invest in Underlying Funds that underperform other similar funds or the markets more generally, due to poor investment decisions by the investment adviser(s) for the Underlying Funds or otherwise. Underlying Funds also have their own management fees and other fees and expenses, which the Fund bears in addition to its own expenses. |
An investment in the Fund is not a deposit of HSBC Bank USA, N.A. and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.
More information about the risks of an investment in the Fund is provided in the Additional Information About World Selection Funds Investment Strategies and Risks section of this prospectus.
35
| Conservative Strategy Fund |
| Summary Section |
Performance Bar Chart and Table
The bar chart and table below provide an indication of the risks of an investment in the Fund by showing changes in the Funds year-to-year performance and by showing how the Funds average annual returns compare with those of a broad measure of market performance. Performance reflects the historical performance of the Fund during periods when the Fund employed a different asset allocation model and strategy than the Fund currently employs. Past performance, including before- and after-tax returns, does not indicate how the Fund will perform in the future.
The bar chart below shows the Funds annual returns for Class A Shares and how performance has varied from year to year. The returns for Class B Shares and Class C Shares will be lower than the Class A Shares returns shown in the bar chart because the expenses of the classes differ.
Annual Total Returns as of 12/31 for
Class A Shares
(Excluding sales
charges, which if included, would cause returns to be lower.)
| Best Quarter: | Q2 2009 | 10.18% | ||
| Worst Quarter: | Q4 2008 | -11.36% |
36
| Conservative Strategy Fund |
| Summary Section |
Performance Bar Chart and Table (continued)
The table below shows returns on a before-tax and after-tax basis. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investors tax situation and may differ from those shown. After-tax returns are not relevant to investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns shown in the table below are for Class A Shares of the Fund and after-tax returns for Class B and Class C Shares may vary. The table further compares the Funds performance over time to that of the Standard & Poors 500 Index, a broad-based securities index, the Morgan Stanley Capital International Europe Australasia and Far East Index (MSCI EAFE Index), the Bloomberg Barclays U.S. Aggregate Bond Index, the BofA Merrill Lynch U.S. High Yield Master II Index and the Citigroup U.S. Domestic 3-Month T-Bill.
Average Annual Total Returns^ (for the periods ended December 31, 2016)
| Inception | Since | |||||||||||
| Date | 1 Year | 5 Years | 10 Years | Inception | ||||||||
| Class A Return Before Taxes | Feb. 23, 2005 | -0.79% | 3.02% | 2.60% | 3.53% | |||||||
| Class A Return After Taxes on | ||||||||||||
| Distributions | Feb. 23, 2005 | -1.15% | 1.84% | 1.53% | 2.54% | |||||||
| Class A Return After Taxes on | ||||||||||||
| Distributions and Sale of Fund Shares | Feb. 23, 2005 | -0.27% | 2.07% | 1.75% | 2.53% | |||||||
| Class B Return Before Taxes (with | ||||||||||||
| applicable CDSC) | Feb. 17, 2005 | -0.38% | 3.30% | 2.68% | 3.55% | |||||||
| Class C Return Before Taxes (with | ||||||||||||
| applicable CDSC) | April 19, 2005 | 2.60% | 3.31% | 2.80% | 3.89% | |||||||
| S&P 500 Index (reflects no deduction | ||||||||||||
| for fees, expenses or taxes) | | 11.96% | 14.66% | 6.95% | 7.63%* | |||||||
| MSCI EAFE Index (reflects no deduction | ||||||||||||
| for fees, expenses or taxes) | | 1.51% | 7.02% | 1.22% | 4.14%* | |||||||
| Bloomberg Barclays U.S. Aggregate Bond | ||||||||||||
| Index (reflects no deduction for fees, | ||||||||||||
| expenses or taxes) | | 2.65% | 2.23% | 4.34% | 4.17%* | |||||||
| BofA Merrill Lynch U.S. High Yield | ||||||||||||
| Master II Index (reflects no deduction | ||||||||||||
| for fees, expenses or taxes) | | 17.49% | 7.35% | 7.34% | 7.29%* | |||||||
| Citigroup U.S. Domestic 3-Month T-Bill | ||||||||||||
| (reflects no deduction for fees, expenses | ||||||||||||
| or taxes) | | 0.27% | 0.09% | 0.73% | 1.24%* |
| ^ | The Fund implemented its current investment strategy effective January 19, 2010. The performance of the Fund for periods prior to January 19, 2010 is not representative of the Funds current investment strategy. During the years ended December 31, 2007, 2008, 2009, 2010 and 2011, certain Underlying Funds received payments in respect of a class action settlement which had the result of increasing their total returns. By virtue of the Funds investments in these Underlying Funds, the total return for the years ended December 31, 2007, 2008, 2009, 2010 and 2011 was higher than it would have been had these Underlying Funds not received the payment. |
| * | Since February 17, 2005. |
37
| Conservative Strategy Fund |
| Summary Section |
Investment Adviser
HSBC Global Asset Management (USA) Inc. is the Funds investment adviser.
Portfolio Manager
Mr. Rayman Bovell, CFA, Senior Vice President and Head of Wealth Portfolio Management at the Adviser, has managed the Fund since February 2014.
Purchasing and Selling Your Shares
Generally, you may purchase or redeem Fund shares on any business day by mail (HSBC Funds, PO Box 8106, Boston, MA 02266-8106), wire transfer, or telephone at 1-800-782-8183. Investors who wish to purchase, exchange or redeem Fund shares through a broker-dealer should contact the broker-dealer directly.
| Minimum | Minimum | |||||||||||
| Initial | Subsequent | |||||||||||
| Account Type | Investment* | Investment* | ||||||||||
| Regular (non-retirement) | $ | 1,000 | $ | 100 | ||||||||
| Retirement (IRA) | $ | 250 | $ | 100 | ||||||||
| Automatic Investment Plan | $ | 250 | $ | 25 | ||||||||
| * | Omnibus accounts are eligible to meet the minimums at the omnibus account level. |
Class B Shares may no longer be purchased or acquired by any new or existing Class B shareholder, except through dividend and/or capital gains reinvestment.
Tax Information
The Fund intends to declare and pay dividends from net investment income, if any, quarterly. The Funds distributions are taxable, and will be taxed as ordinary income or capital gains, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account. Such tax-deferred arrangements may be taxed later upon withdrawal of monies from those arrangements.
Payments to Broker-Dealers and Other Financial Intermediaries
If you purchase shares of the Fund through a financial intermediary, such as a broker-dealer or investment adviser, the Fund, the Adviser, the distributor and/or their affiliates may pay the intermediary for the sale of Fund shares and related services. These payments create a conflict of interest by influencing the broker-dealer or other financial intermediary and your sales person to recommend the Fund over another investment. Ask your financial intermediary or visit your financial intermediarys Web site for more information.
38
| Income Strategy Fund |
| Summary Section |
Class A, Class B and Class C Shares
Investment Objective
The investment objective of the Income Strategy Fund (the Fund) is to provide current income. The Funds secondary objective is to provide long-term growth of capital.
Fees and Expenses of the Fund
This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund. You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $50,000 in the HSBC Family of Funds. More information about these and other discounts is available from your financial professional, and is explained in Distribution Arrangements/Sales Charges on page 68 of this prospectus and in the Funds Statement of Additional Information (SAI) in Right of Accumulation on page 88.
| Shareholder Fees | |||||||
| (fees paid directly from your investment) | Class A | Class B | Class C | ||||
| Maximum Sales Charge (load) Imposed on Purchases | |||||||
| (as a % of offering price) | 4.75% | None | None | ||||
| Maximum Deferred Sales Charge (load) | |||||||
| (as a % of amount redeemed) | None | 4.00% | 1.00% | ||||
| Annual Fund Operating Expenses (expenses that you pay | |||||||
| each year as a percentage of the value of your investment) | Class A | Class B | Class C | ||||
| Management Fee | 0.25% | 0.25% | 0.25% | ||||
| Distribution (12b-1) Fee | 0.00% | 0.75% | 0.75% | ||||
| Other Expenses: | |||||||
| Shareholder Servicing Fee | 0.25% | 0.25% | 0.25% | ||||
| Other Operating Expenses | 12.88% | 12.88% | 12.88% | ||||
| Total Other Expenses | 13.13% | 13.13% | 13.13% | ||||
| Acquired Fund Fees and Expenses | 0.27% | 0.27% | 0.27% | ||||
| Total Annual Fund Operating Expenses* | 13.65% | 14.40% | 14.40% | ||||
| Fee Waiver and/or Expense Reimbursement** | 11.88% | 11.88% | 11.88% | ||||
| Total Annual Fund Operating Expenses After Fee Waiver and/or | |||||||
| Expense Reimbursement | 1.77% | 2.52% | 2.52% | ||||
| * | The Total Annual Fund Operating Expenses do not correlate to the ratios of net and total expenses to average net assets provided in the Financial Highlights, which reflect the operating expenses of the Fund and do not include Acquired Fund Fees and Expenses. |
| ** | HSBC Global Asset Management (USA) Inc., the Funds investment adviser (Adviser), has entered into a contractual expense limitation agreement with the Fund (Expense Limitation Agreement) under which it will limit total expenses of the Fund (excluding interest, taxes, brokerage commissions, extraordinary expenses and estimated indirect expenses attributable to the Funds investments in investment companies other than the HSBC Opportunity Portfolio) to an annual rate of 1.50% for Class A Shares, 2.25% for Class B Shares and 2.25% for Class C Shares. Any amounts contractually waived or reimbursed by the Adviser will be subject to repayment by the Fund to the Adviser within three years to the extent that the repayment will not cause the Funds operating expenses to exceed the contractual expense limit that was in effect at the time of such waiver or reimbursement. The expense limitation shall be in effect until March 1, 2018. The Expense Limitation Agreement shall terminate upon the termination of the Investment Advisory Contract between HSBC Funds (the Trust) and the Adviser, or it may be terminated upon written notice to the Adviser by the Trust’s Board of Trustees. |
39
|
Income Strategy
Fund |
Example
This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Funds operating expenses remain the same. The Example takes the Funds Expense Limitation Agreement into account for the first year only. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
| 1 Year | 3 Years | 5 Years | 10 Years | ||||||
| Class A Shares | $646 | $3,103 | $5,154 | $8,915 | |||||
| Class B Shares | $655 | $3,136 | $5,136 | $8,951 | |||||
| Class C Shares | $355 | $2,936 | $5,136 | $8,929 |
For the share classes listed below, you would pay the following expenses if you did not redeem your shares:
| 1 Year | 3 Years | 5 Years | 10 Years | ||||||
| Class B Shares | $255 | $2,936 | $5,136 | $8,951 | |||||
| Class C Shares | $255 | $2,936 | $5,136 | $8,929 |
The Example does not reflect sales charges (loads) on reinvested dividends and other distributions. If these sales charges (loads) were included, your costs would be higher.
Portfolio Turnover
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in Annual Fund Operating Expenses or in the Example, affect the Funds performance. During the most recent fiscal year, the Funds portfolio turnover rate was 28% of the average value of its portfolio.
Principal Investment Strategies
The Fund is a fund of funds, meaning that it seeks to achieve its investment objective by investing primarily in underlying funds. The underlying funds may include mutual funds managed by HSBC Global Asset Management (USA) Inc., the Funds investment adviser (the Adviser) and mutual funds and exchange traded funds (ETFs) managed by investment advisers that are not associated with the Adviser (collectively, Underlying Funds). The Fund may invest in both actively-managed and passively-managed Underlying Funds to implement the Advisers investment views.
The Adviser uses a tactical or an active asset allocation strategy. This means that the Adviser, at its discretion, may change the Funds target asset allocation periodically. The Adviser considers a number of factors and inputs when determining the Funds target asset allocation and whether to change an allocation and reallocate investments. These include qualitative and quantitative inputs based on market trends, the Advisers outlook for asset classes, sectors within asset classes, and such sectors performance in various market conditions.
40
|
Income Strategy
Fund |
Principal Investment Strategies (continued)
The Adviser anticipates maintaining each element (i.e., asset class or sector within an asset class) of the Funds targeted allocation within a target investment range, and has implemented a neutral target allocation for the Fund. The neutral target allocation represents the approximate allocation among asset classes that the Adviser believes would be appropriate for the Fund given its investment objective and targeted level of risk. The Adviser believes that the Funds actual allocation will typically vary (within the investment ranges listed in the table below) from the neutral target allocation. The Adviser will review the neutral target allocation quarterly and may revise the neutral target allocation.
The Adviser also believes that the Funds actual allocation may vary from its target allocation as a result of the disparate impact that market conditions may have on different elements of the Funds target allocation. The Adviser anticipates that the Fund will rebalance its investments periodically to bring its actual investment allocation in line with its current target allocation if one or more elements of its actual asset allocation varies from the target allocation beyond the tolerance level set for the element by the Adviser.
Compared to the other Funds included in this prospectus, the Fund and the Conservative Strategy Fund are viewed as having the lowest potential for long-term investment returns, as well as the lowest investment risk.
This table shows how the Adviser expects to allocate the Funds investments among asset classes and the sectors that make up each asset class as of February 28, 2017.
| Neutral | |||||
| Investment Range | Target Allocation | ||||
| Asset Class (and Sector) | (Approximate Percentage of the Funds Assets) | ||||
| Underlying Equity Funds | 0-50% | 18% | |||
| U.S. Equity | |||||
| International Equity | |||||
| Emerging Markets Equity | |||||
| Underlying Fixed Income Funds | 50-100% | 79% | |||
| Government Bonds | |||||
| Investment Grade Corporates | |||||
| High Yield Fixed Income | |||||
| International Fixed Income | |||||
| Emerging Markets Fixed Income | |||||
| Other Underlying Funds and Investments | 0-20% | 2% | |||
| Real Estate Funds | |||||
| Money Market/Liquidity | 0-20% | 2% | |||
The Adviser selects Underlying Funds for investment using a process involving quantitative inputs and qualitative factors designed to determine how well the Underlying Fund represents its asset class. The Adviser will redeem or sell the Funds investment in an Underlying Fund if the Adviser determines that there is a better alternative selection. The Underlying Funds investments may include U.S. and foreign equity securities (including emerging market securities), real estate investment trusts (REITs) and investment grade and lower quality corporate securities (which may include “junk bonds”) and governmental fixed income securities. The Underlying Funds also may invest in financial instruments such as swaps and other derivatives to gain exposure to a particular group of securities, foreign exchange, an index or an asset class (such as commodities), or to hedge a position. The percentage weightings are targets that may be adjusted in the Advisers discretion.
41
|
Income Strategy
Fund |
Principal Investment Risks
You could lose money by investing in the Fund. The Fund has the following principal investment risks due to investment in Underlying Funds (for simplicity, this prospectus may use the term Fund, as applicable, to include the Underlying Funds):
| ● |
Allocation Risk:
The Funds ability to
achieve its investment goal depends upon the Advisers skill in
determining the Funds target asset and sector allocations and selecting
Underlying Funds. The Advisers target asset and sector allocations and
changes in such allocations may cause the Fund to underperform other
similar funds or cause you to lose money. Moreover, the Fund may not
achieve its target asset and sector allocations.
|
| ● |
Currency Risk:
Fluctuations in exchange
rates between the U.S. dollar and foreign currencies, or between various
foreign currencies, may negatively affect the Funds performance. The Fund
may seek to reduce currency risk by hedging part or all of its exposure to
various foreign currencies; however, even if such hedging techniques are
employed, there is no assurance that they will be successful.
|
| ● |
Debt Instruments
Risk: The risks of
investing in debt instruments
include: |
| ● |
Credit Risk:
The Fund could lose money
if an issuer or guarantor of a debt instrument is unable or unwilling to
make or perceived to be unable or unwilling to make timely payments of
interest or principal or enters bankruptcy. The issuer or guarantor could
also suffer rapid decrease in credit quality rating, which would adversely
affect the volatility of the value and liquidity of the instrument. This
risk is greater for lower-quality bonds than for bonds that are investment
grade. |
| ● |
High-Yield Securities
(Junk Bond) Risk: Investments in high-yield securities (commonly referred to as junk
bonds) are considered speculative investments and have significantly
higher credit risk than investment-grade securities and tend to be less
marketable (i.e., less liquid) than higher rated securities. The prices of
high-yield securities, which may be more volatile than higher rated
securities of similar maturity, may be more vulnerable to adverse market,
economic, social or political conditions. |
| ● |
Interest Rate Risk:
Fluctuations in interest
rates may affect the yield, liquidity and value of investments in income
producing or debt instruments. Generally, if interest rates rise, the
value of such investments will fall. The risks associated with rising
interest rates are heightened given that interest rates are near historic
lows, but may increase in the future, with unpredictable effects on the
markets and the Funds investments. |
| ● |
Inventory Risk:
The market-making capacity
in debt markets has declined as a result of reduced broker-dealer
inventories relative to fund assets, reduced broker-dealer proprietary
trading activity and increased regulatory capital requirements for
financial institutions such as banks. Because market makers provide
stability to a market through their intermediary services, a significant
reduction in dealer market-making capacity has the potential to decrease
liquidity and increase volatility in the debt markets. A decrease in
liquidity may negatively affect the ability of the Fund to pay redemption
proceeds within the allowable time period.
|
| ● |
Derivatives Risk: The Funds use of derivative instruments involves risks different from, or possibly greater than, the risks associated with investing directly in securities and other traditional investments and could increase the volatility of the Funds net asset value per share and cause you to lose money. Risks associated with derivatives include the risk that the derivative is not well correlated with the security, index or currency to which it relates; the risk that derivatives may result in losses or missed opportunities; the risk that the Fund will be unable to sell the derivative because of an illiquid secondary market; the risk that a counterparty is unwilling or unable to meet its obligation; the risk that the Fund will be required to pay additional margin or set aside additional collateral to maintain open derivative positions; and the risk that the derivative transaction could expose the Fund to the effects of leverage, which could increase the Funds exposure to the market and magnify potential losses, particularly when derivatives are used to enhance return rather than offset risk. There is no guarantee that derivatives, to the extent employed, will have the intended effect, and their use could cause lower returns or even losses to the Fund. The use of derivatives by the Fund to hedge risk may reduce the opportunity for gain by offsetting the positive effect of favorable price movements. |
42
|
Income Strategy
Fund |
Principal Investment Risks (continued)
| ● |
Emerging Markets
Risk: The Funds
investments in emerging market countries are subject to all of the risks
of foreign investing generally, and have additional heightened risks due
to a lack of established legal, political, business and social frameworks
to support securities markets, including: greater market volatility and
illiquidity, lower trading volume, delays in trading or settling portfolio
securities transactions; currency and capital controls or other government
restrictions or interventions, such as economic sanctions, expropriation, nationalization and repatriation restrictions; greater sensitivity to interest rate changes;
pervasiveness of corruption and crime; currency exchange rate volatility;
and higher levels of inflation, deflation or currency devaluation. The
prices of securities in emerging markets can fluctuate more significantly
than the prices of securities in more developed countries. The less
developed the country, the greater effect such risks may have on an
investment. |
| ● |
Equity Securities
Risk: The prices of equity
securities fluctuate from time to time based on changes in a companys
financial condition or overall market and economic conditions. As a
result, the value of equity securities may fluctuate drastically from day
to day. The risks of investing in equity securities also include:
|
| ● |
Capitalization
Risk: Stocks of large
capitalization companies may be volatile in the event of earnings
disappointments or other financial developments. Medium and smaller
capitalization companies may involve greater risks due to limited product
lines and market and financial or managerial resources. Stocks of these
companies may also be more volatile, more difficult to value accurately,
less liquid and subject to the potential for greater declines in stock
prices in response to selling pressure. Stocks of smaller capitalization
companies generally have more risk than medium capitalization companies.
|
| ● |
Issuer Risk:
An issuers earnings
prospects and overall financial position may deteriorate, causing a
decline in the Funds net asset value.
|
| ● |
Exchange Traded Fund
Risk: The risks of owning
shares of an ETF generally reflect the risks of owning the underlying
securities the ETF is designed to track, although lack of liquidity in the
market for an ETFs shares could result in the ETF being more volatile
than the underlying portfolio of securities. Disruptions in the markets
for the securities underlying ETFs purchased or sold by the Fund could
result in losses on the Funds investments. ETFs also have their
own management fees and other fees and expenses, which the Fund bears in addition to its own expenses. |
| ● |
Foreign Securities
Risk: Investments in
foreign securities are generally considered riskier than investments in
U.S. securities, and are subject to additional risks, including
international trade, social, political, economic and regulatory risks;
fluctuating currency exchange rates; less liquid, developed or efficient
trading markets; the imposition of exchange controls, confiscations and
other government restrictions (e.g., sanctions or tariffs) by the United States or
other countries; expropriation or confiscatory taxation; imposition of
withholding or other taxes on dividend or interest payments (or, in some
cases, capital gains); and different corporate disclosure and governance
standards. |
| ● |
Index Fund Risk:
The performance of an
Underlying Fund that is an index fund may not correspond to its benchmark
index for any period of time and may underperform the overall stock
market. |
| ● |
Leverage Risk:
Leverage created by
investments such as derivatives can diminish the Funds performance and
increase the volatility of the Funds net asset value. This is because
leverage tends to exaggerate the effect of any increase or decrease in the
value of the Funds portfolio securities. |
| ● |
Market Risk: The value of the Funds investments may decline due to changing economic, political, social, regulatory or market conditions. Market risk may affect a single issuer, industry or section of the economy or it may affect the economy as a whole. Moreover, the conditions in one country or geographic region could adversely affect the Funds investments in a different country or geographic region. |
43
|
Income Strategy
Fund |
Principal Investment Risks (continued)
| ● |
Real Estate Risk:
A portion of the assets of
the Fund is allocated to Underlying Funds that invest primarily in real
estate related investments such as REITs. These investments will expose
the Fund to risks similar to those associated with direct ownership of
real estate, including losses from casualty or condemnation, and changes
in local and general economic conditions, supply and demand, interest
rates, zoning laws, overbuilding, decreases in real estate values,
regulatory limitations on rents, property taxes and operating expenses. In
addition, such investments may have limited diversification because they
invest in a limited number of properties, a narrow geographic area, or a
single type of property. REITs are heavily dependent upon their management
team and are subject to heavy cash flow dependency, defaults by borrowers
and self-liquidation. |
| ● |
Swap Risk:
The use of swap agreements,
which are agreements to exchange the return generated by one instrument
for the return generated by another instrument (or index), and similar
instruments involves risks that are different from those associated with
ordinary portfolio securities transactions. Swap agreements may also
subject the Fund to the risk that the counterparty to the transaction may
not meet its obligations, causing the Funds value to decrease. Swap
agreements may also be considered illiquid. |
| ● |
Quantitative Inputs
Risk: The Advisers use of
quantitative inputs to analyze portfolios and make fund investment
decisions creates specific risks. Notably, errors within quantitative
inputs and incorrect assumptions could lead to investment losses.
|
| ● |
Underlying Fund Selection Risk: The risk that the Fund may invest in Underlying Funds that underperform other similar funds or the markets more generally, due to poor investment decisions by the investment adviser(s) for the Underlying Funds or otherwise. Underlying Funds also have their own management fees and other fees and expenses, which the Fund bears in addition to its own expenses. |
An investment in the Fund is not a deposit of HSBC Bank USA, N.A. and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.
More information about the risks of an investment in the Fund is provided in the Additional Information About the World Selection Funds Investment Strategies and Risks section of this prospectus.
44
|
Income Strategy
Fund |
Performance Bar Chart and Table
The bar chart and table below provide an indication of the risks of an investment in the Fund by showing changes in the Funds year-to-year performance and by showing how the Funds average annual returns compare with those of a broad measure of market performance. Past performance, including before- and after-tax returns, does not indicate how the Fund will perform in the future.
The bar chart below shows the Funds annual returns for Class A Shares and how performance has varied from year to year. The returns for the Class B Shares and Class C Shares will differ from the Class A Shares returns shown in the bar chart because the expenses of the classes differ.
Annual Total Returns as of 12/31 for
Class A Shares
(Excluding sales
charges, which if included, would cause returns to be lower.)

| Best Quarter: | Q2 2014 | 2.67% | ||
| Worst Quarter: | Q2 2013 | -2.69% |
45
|
Income Strategy
Fund |
Performance Bar Chart and Table (continued)
The table below shows returns on a before-tax and after-tax basis. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investors tax situation and may differ from those shown. After-tax returns are not relevant to investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns shown in the table below are for Class A Shares of the Fund and after-tax returns for Class B and Class C Shares may vary. The table further compares the Funds performance over time to that of the Standard & Poors 500 Index, a broad-based securities index, the Morgan Stanley Capital International Europe Australasia and Far East Index (MSCI EAFE Index), the Bloomberg Barclays U.S. Aggregate Bond Index, the BofA Merrill Lynch U.S. High Yield Master II Index and the Citigroup U.S. Domestic 3-Month T-Bill.
Average Annual Total Returns (for the periods ended December 31, 2016)
| Inception | Since | ||||||
| Date | 1 Year | Inception | |||||
| Class A Return Before Taxes | March 20, 2012 | -1.53% | 1.54% | ||||
| Class A Return After Taxes on | |||||||
| Distributions | March 20, 2012 | -1.86% | 0.72% | ||||
| Class A Return After Taxes on | |||||||
| Distributions and Sale of Fund Shares | March 20, 2012 | -0.63% | 0.94% | ||||
| Class B Return Before Taxes (with | |||||||
| applicable CDSC) | March 20, 2012 | -1.36% | 1.81% | ||||
| Class C Return Before Taxes (with | |||||||
| applicable CDSC) | March 20, 2012 | 1.73% | 1.81% | ||||
| S&P 500 Index (reflects no deduction | |||||||
| for fees, expenses or taxes) | | 11.96% | 12.61%* | ||||
| MSCI EAFE Index (reflects no deduction | |||||||
| for fees, expenses or taxes) | | 1.51% | 4.89%* | ||||
| Bloomberg Barclays U.S. Aggregate Bond | |||||||
| Index (reflects no deduction for fees, | |||||||
| expenses or taxes) | | 2.65% | 2.40%* | ||||
| BofA Merrill Lynch U.S. High Yield Master II | |||||||
| Index (reflects no deduction for fees, expenses | |||||||
| or taxes) | | 17.49% | 6.59%* | ||||
| Citigroup U.S. Domestic 3-Month T-Bill | |||||||
| (reflects no deduction for fees, expenses | |||||||
| or taxes) | | 0.27% | 0.09%* |
* Since March 20, 2012.
46
|
Income Strategy
Fund |
Investment Adviser
HSBC Global Asset Management (USA) Inc. is the Funds investment adviser.
Portfolio Manager
Mr. Rayman Bovell, CFA, Senior Vice President and Head of Wealth Portfolio Management at the Adviser, has managed the Fund since February 2014.
Purchasing and Selling Your Shares
Generally, you may purchase or redeem Fund shares on any business day by mail (HSBC Funds, PO Box 8106, Boston, MA 02266-8106), wire transfer, or telephone at 1-800-782-8183. Investors who wish to purchase, exchange or redeem Fund shares through a broker-dealer should contact the broker-dealer directly.
| Minimum | Minimum | ||||||||||
| Initial | Subsequent | ||||||||||
| Account Type | Investment* | Investment* | |||||||||
| Regular (non-retirement) | $ | 1,000 | $ | 100 | |||||||
| Retirement (IRA) | $ | 250 | $ | 100 | |||||||
| Automatic Investment Plan | $ | 250 | $ | 25 | |||||||
* Omnibus accounts are eligible to meet the minimums at the omnibus account level.
Class B Shares may no longer be purchased or acquired by any new or existing Class B shareholder, except through dividend and/or capital gains reinvestment.
Tax Information
The Fund intends to declare and pay dividends from net investment income, if any, monthly. The Funds distributions are taxable, and will be taxed as ordinary income or capital gains, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account. Such tax deferred arrangements may be taxed later upon withdrawal of monies from those arrangements.
Payments to Broker-Dealers and Other Financial Intermediaries
If you purchase shares of the Fund through a financial intermediary, such as a broker-dealer or investment adviser, the Fund, the Adviser, the distributor and/or their affiliates may pay the intermediary for the sale of Fund shares and related services. These payments create a conflict of interest by influencing the broker-dealer or other financial intermediary and your salesperson to recommend the Fund over another investment. Ask your financial intermediary or visit your financial intermediarys Web site for more information.
47
| Additional Information About the World Selection Funds |
| Investment Strategies and Risks |
More About Risks and Investment Strategies
Each Fund is a series of HSBC Funds (the Trust). The investment objective and strategies of each Fund are not fundamental and may be changed without shareholder approval. Shareholders will be given advance notice of material changes to a Funds investment objective or other non-fundamental policies. As a Funds allocations among the Underlying Funds change from time to time, or to the extent that the expense ratios of the Underlying Funds change, the weighted average operating expenses borne by the Fund may increase or decrease. If there is a change in the investment objective or strategies of a Fund, shareholders should consider whether the Fund remains an appropriate investment in light of their current financial position and needs. There can be no assurance that the investment objective of a Fund or any Underlying Fund will be achieved.
Certain HSBC fund-of-funds and other investment products and institutional investors are permitted to invest in the Funds. As a result, the Funds may have large inflows or outflows of cash from time to time. This could have adverse effects on a Funds performance if the Fund were required to sell securities or invest cash at times when it otherwise would not do so. This activity could also accelerate the realization of capital gains and increase a Funds transaction costs.
Each Fund may seek a temporary or defensive position in response to unfavorable economic or market conditions, while waiting for suitable investment opportunities, or under other circumstances (e.g., to seek returns on excess cash) as the Adviser deems appropriate. When a Fund is seeking a temporary or defensive position, it may invest part or all of its assets in: cash or cash equivalents; time deposits, certificates of deposit and bankers acceptances issued by a commercial bank or savings and loan association; commercial paper rated at the time of purchase by one or more nationally recognized statistical rating organizations (NRSROs) in one of the two highest categories or, if not rated, issued by a corporation having an outstanding unsecured debt issue rated high-grade by an NRSRO; short-term corporate obligations rated high-grade by an NRSRO; U.S. Government obligations; Government agency securities issued or guaranteed by U.S. Government-sponsored instrumentalities and federal agencies; repurchase agreements collateralized by the securities listed above; and both affiliated (including the HSBC U.S. Government Money Market Fund) and unaffiliated money market fund shares. A Funds investment objective may not be achieved while it is invested in a temporary or defensive position. Each Fund may also borrow money for temporary or emergency purposes.
48
| Additional Information About the World Selection Funds |
| Investment Strategies and Risks |
Principal Investment Risks
An investment in a Fund is subject to investment risks, including the possible loss of the principal amount invested. Each Funds relative exposure to these risks depends on its investment allocation. This section provides more detailed information about the Funds and the Underlying Funds principal investments and risks. This prospectus does not disclose all the types of securities or investment strategies that the Funds or Underlying Funds may use. The Funds SAI provides more detailed information about the securities, investment policies and risks described in this prospectus.
Each Fund and its Underlying Funds are subject to one or more of the following principal investment risks (for simplicity, this prospectus may use the term Fund, as applicable, to include the Underlying Funds):
| ● |
Allocation
Risk: Each Funds ability
to achieve its investment goal depends upon the Advisers skill in
determining the Funds target asset and sector allocations and selecting
Underlying Funds. The Advisers target asset and sector allocations and
changes in such allocations may cause a Fund to underperform other similar
funds or cause you to lose money. Moreover, a Fund may not achieve its
target asset and sector allocations. There can be no assurances that the
Advisers selection of and adjustments to target asset and sector
allocations will enable a Fund to achieve its investment objective.
|
| ● |
Currency
Risk: Fluctuations in
exchange rates between the U.S. dollar and foreign currencies, or between
various foreign currencies, may negatively affect a Funds performance.
Adverse changes in exchange rates may erode or reverse any gains produced
by foreign-currency denominated investments and may widen any losses.
Currency exchange rates can be volatile and can be affected by, among
other factors, the actions or inactions by U.S. or foreign governments,
central banks or supranational entities, the imposition of currency
controls, speculation, or general economic or political developments in
the U.S. or a foreign country. A Fund may seek to reduce currency risk by
hedging part or all of its exposure to various foreign currencies;
however, even if such hedging techniques are employed, there is no
assurance that they will be successful. |
| ● |
Debt Instruments
Risk: The risks of
investing in debt instruments include:
|
| ● |
Credit
Risk: A Fund could lose
money if an issuer or guarantor of a debt instrument is unable or
unwilling to make timely payments of interest or principal or enters
bankruptcy. Furthermore, the value of a debt instrument may decline if the
market believes that the issuer or guarantor is unable or unwilling to
make such payments on time. Changes in economic conditions could cause
issuers or guarantors of these instruments to be unable or unwilling to
meet their financial obligations. This risk is greater for lower-quality
bonds than for bonds that are investment grade.
|
| ● |
Extension
Risk: The risk that during
periods of rising interest rates, borrowers pay off their debt later than
expected, preventing an Underlying Fund from reinvesting principal
proceeds at higher interest rates, increasing the Funds sensitivity to
changes in interest rates and resulting in less income than potentially
available. |
| ● |
High-Yield Securities (Junk Bond) Risk: High-yield securities (sometimes called junk bonds) are typically rated below investment grade by one or more of the rating agencies or, if not rated, are determined to be of equivalent quality. High-yield securities are considered speculative investments that have significantly higher credit risk than investment-grade securities and tend to be less marketable (i.e., less liquid) than higher rated securities. The prices of high-yield securities, which may be more volatile and less liquid than higher rated securities of similar maturity, may be more vulnerable to adverse market, economic or political conditions, or the expectation of adverse market, economic or political conditions. High-yield securities, which are typically issued by smaller, less credit worthy companies or by highly indebted companies, pay investors a premium (i.e., a higher interest rate or yield) because of the increased risk of loss. |
49
| Additional Information About the World Selection Funds |
| Investment Strategies and Risks |
Principal Investment Risks – (continued)
| ● |
Interest Rate Risk: Fluctuations in interest rates may affect the yield, liquidity and value of investments in income-producing or debt instruments. Generally, if interest rates rise, the value of such investments will fall. During periods of falling interest rates, borrowers may pay off their debt sooner than expected, forcing the reinvestment of principal proceeds at lower interest rates, resulting in less interest income. Conversely, during periods of rising interest rates, borrowers may pay off their debt later than expected, thereby preventing reinvestment of principal proceeds at higher interest rates, increasing a Funds sensitivity to changes in interest rates and resulting in less income to the Fund than potentially available. Interest rate changes can be sudden and unpredictable, and a Fund may lose money if these changes are not anticipated by the Adviser. A wide variety of factors can cause interest rates to rise (e.g., central bank monetary policies, inflation rates, general economic conditions, etc.). The risks associated with rising interest rates are heightened given that interest rates are near historic lows, but may increase in the future, with unpredictable effects on the markets and a Funds investments. Following the financial
crisis in 2007, the Board of Governors of the Federal Reserve System (the
Federal Reserve) has attempted to stabilize the U.S. economy and support
the U.S. economic recovery by keeping the federal funds rate at or near
zero percent. However, as the Federal Reserve raises the federal funds
rate, these policy changes may expose debt instrument and related markets
to heightened volatility and may reduce liquidity for certain Fund
investments, which could cause the value of a Funds investments and share
price to decline. To the extent a Fund experiences high redemptions
because of these policy changes, a Fund may experience increased portfolio
turnover, which will increase the costs that a Fund incurs and may lower a
Funds performance. The liquidity levels of a Funds portfolio may also be
affected. |
| ● |
Inventory Risk:
The market-making capacity
in debt markets has declined as a result of reduced broker-dealer
inventories relative to fund assets, reduced broker-dealer proprietary
trading activity and increased regulatory capital requirements for
financial institutions such as banks. Because market makers provide
stability to a market through their intermediary services, a significant
reduction in dealer market-making capacity has the potential to decrease
liquidity and increase volatility in the debt markets. A decrease in
liquidity may negatively affect the ability of a Fund to pay redemption
proceeds within the allowable time period. |
| ● |
Prepayment Risk:
During periods of falling
interest rates, borrowers may pay off their debt sooner than expected,
forcing an Underlying Fund to reinvest the principal proceeds at lower
interest rates, resulting in less income. |
| ● |
Derivatives Risk: The term derivatives covers a broad range of investments, including swaps, futures and currency forwards. In general, a derivative refers to any financial instrument whose value is derived, at least in part, from the price of another security or a specified index, asset or rate. The use of derivatives presents risks different from, and possibly greater than, the risks associated with investing directly in traditional securities. The use of derivatives can lead to losses because of adverse movements in the price or value of the underlying asset, index or rate, which may be magnified by certain features of the derivatives. These risks are heightened when the Adviser uses derivatives to enhance a Funds return or as a substitute for a position or security, rather than solely to hedge (or offset) the risk of a position or security held by a Fund. The success of the Advisers derivatives strategies will also be affected by the ability of the Adviser to assess and predict the impact of market or economic developments on the underlying asset, index or rate and the derivative itself, without the benefit of observing the performance of the derivative under all possible market conditions. Derivatives involve the risk of mispricing or improper valuation and the risk that changes in the value of the derivative may not correlate perfectly with the underlying asset, index or rate. Certain derivative positions may be difficult to close out when a Funds portfolio manager may believe it would be appropriate to do so. Also, suitable derivative transactions may not be available in all circumstances and there can be no assurance that a Fund will engage in these transactions to reduce exposure to other risks when that would be beneficial. In December 2015, the Securities and Exchange Commission (SEC) proposed new regulations relating to a mutual funds use of derivatives and related instruments. If these or other regulations are adopted, they could significantly limit or impact the Funds ability to invest in derivatives and other instruments and adversely affect the Funds performance and ability to pursue its investment objectives. |
50
| Additional Information About the World Selection Funds |
| Investment Strategies and Risks |
Principal Investment Risks – (continued)
| ● |
Emerging Markets
Risk: A Funds investments
in emerging market countries are subject to all of the risks of foreign
investing generally, and have additional heightened risks due to a lack of
established legal, political, business and social frameworks to support
securities markets. Investments in emerging markets are subject to a
greater risk of loss than investments in a developed market. This is due
to, among other things, greater market volatility and illiquidity, lower
trading volume, delays in trading or settling portfolio securities
transactions; currency and capital controls or other government
restrictions or intervention, such as the imposition of economic sanctions
and tariffs or the expropriation and nationalization of private assets,
companies or industries; greater sensitivity to interest rate changes;
pervasiveness of corruption and crime; currency exchange rate volatility;
and higher levels of inflation, deflation or currency devaluation. In
addition, the financial stability of issuers (including governments) in
emerging market countries may be more precarious than in other countries,
and rising interest rates, combined with widening credit spreads, could
negatively impact the value of emerging market debt and increase the
funding costs of such issuers. As a result, there will tend to be an
increased risk of price volatility in a Funds investments in instruments
with exposure to emerging market countries, which may be magnified by
currency fluctuations relative to the U.S. dollar. Settlement practices
for transactions in foreign markets may differ from those in U.S. markets.
Such differences include delays beyond periods customary in the United
States and practices that could result in losses, such as delivery of
securities prior to receipt of payment, which increase the likelihood of a
failed settlement. |
| ● |
Equity Securities
Risk: The prices of equity
securities fluctuate from time to time based on changes in a companys
financial condition or overall market and economic conditions. Individual
companies may report poor results or be negatively affected by industry
and/or economic trends and developments, and the prices of equity
securities issued by such companies may suffer a decline in response.
These factors contribute to price volatility, which is the principal risk
of investing in funds that primarily hold, directly or indirectly, equity
securities. Historically, the equity markets have moved in cycles and
investments in equity securities and equity derivatives in general are
subject to market risks that may cause their prices to fluctuate over
time. As a result, the value of equity securities may fluctuate
drastically from day to day, as the market price of such securities
increases or decreases. Equity securities have greater price volatility
than debt instruments. The risks of investing in equity securities also
include: |
| ● |
Capitalization Risk: Stocks of large capitalization companies may be volatile in the event of earnings disappointments or other financial developments. Large capitalization stocks can perform differently from other segments of the equity market or the equity market as a whole. Large capitalization companies may also be less flexible in evolving markets or unable to implement change as quickly as small or medium capitalization companies. Stocks of medium and smaller capitalization companies may involve greater risks due to limited product lines and market and financial or managerial resources. Stocks of these companies may also be more volatile, more difficult to value accurately, less liquid and subject to the potential for greater declines in stock prices in response to selling pressure. Stocks of smaller
capitalization companies generally have more risk than medium
capitalization companies. Small capitalization stocks tend to perform
differently from other segments of the equity market or the equity market
as a whole, and can be more volatile than stocks of medium or large
capitalization companies. Small-capitalization companies may be newer or
less established. |
| ● |
Issuer
Risk: The value of a
security may fluctuate for a variety of reasons that relate to the issuer,
including, but not limited to, earnings prospects and overall financial
position, management performance and reduced demand for the issuers
products and services. |
| ● |
Exchange Traded Fund Risk: Investments in ETFs are generally intended to assist a Fund track the return of the particular market segments or indices that are represented by the ETFs. The risks of owning shares of an ETF generally reflect the risks of owning the underlying securities the ETF is designed to track, although lack of liquidity in the market for an ETFs shares could result in the ETF being more volatile than the underlying portfolio of securities. Disruptions in the markets for the securities underlying ETFs purchased or sold by a Fund could result in losses on the Funds investments. ETFs also have their own management fees and other fees and expenses, which the Fund bears in addition to its own expenses. In addition, an ETF may fail to accurately track the market segment or index that underlies its investment objective, and is subject to the risk that the market price of the ETFs shares may trade at a premium or a discount to their net asset value, especially during times of high market volatility; an active trading market for an ETFs shares may not develop or be maintained; and there is no assurance that the requirements of the exchange necessary to maintain the listing of an ETF will continue to be met or remain unchanged. |
51
| Additional Information About the World Selection Funds |
| Investment Strategies and Risks |
Principal Investment Risks – (continued)
| ● |
Foreign Securities
Risk: Investments in
foreign securities are generally considered riskier than investments in
U.S. securities, and are subject to additional risks, including
international trade, social, political, economic and regulatory risks;
fluctuating currency exchange rates; less liquid, developed or efficient
trading markets; the imposition of exchange controls, confiscations and
other government restrictions and controls (e.g., sanctions or tariffs)
by the United States or other countries; expropriation or confiscatory
taxation; imposition of withholding or other taxes on dividend or interest
payments (or, in some cases, capital gains); and different corporate
disclosure and governance standards. Securities of emerging market issuers
generally have more risk than securities issued by issuers of more
developed markets. Foreign issuers are generally not subject to the same
degree of regulations as U.S. issuers, and political changes could
adversely affect a Funds investments in a foreign country. In addition,
the lack of regulatory controls may expose a Fund to additional risks.
Securities markets of many foreign countries are relatively small, with a
limited number of companies representing a smaller number of industries.
To the extent a Funds investments in a single country or a group of
countries represent a larger percentage of the Funds assets, the Funds
performance may be adversely affected by the economic, political and
social conditions in that country or group of countries. Each Funds
annual and semi-annual reports to shareholders disclose the extent to
which the Funds invest in a particular group of countries.
|
| ● |
Index Fund Risk:
The performance of an
Underlying Fund that is an index fund may not correspond to its benchmark
index for any period of time and may underperform the overall stock
market. Additionally, to the extent that such an Underlying Funds
investments vary from the composition of its benchmark index, the
Underlying Funds performance could potentially vary from the indexs
performance to a greater extent than if the Underlying Fund merely
attempted to replicate the index. |
| ● |
Leverage Risk:
Certain transactions may
give rise to a form of leverage. Such transactions may include
derivatives. The use of reverse repurchase agreements and when-issued,
delayed delivery or forward commitment transactions may also create
leverage. The use of leverage may cause a Fund to liquidate portfolio
positions when it may not be advantageous to do so. Leveraging, including
borrowing, may cause a Fund to be more volatile than if a Fund had not
been leveraged. This is because leverage tends to increase a Funds
exposure to market risk, interest rate risk or other risks by, in effect,
increasing assets available for investment.
|
| ● |
Market Risk: The value of a Funds investments may decline due to changing economic, political, social, regulatory or market conditions. Issuer, political, economic, regulatory, social or market developments can affect a single issuer, issuers within an industry or economic sector or geographic region, or the market as a whole. In the short term, a Funds investments can fluctuate dramatically in response to these developments. Different parts of the market and different types of securities can react differently to these developments. Moreover, the conditions in one country or geographic region could adversely affect a Funds investments in a different country or geographic region due to increasingly interconnected global economies and financial markets. Even when markets perform well, there is no assurance that the investments held by a Fund will increase in value along with the broader market. In addition, market risk includes the risk that geopolitical events will disrupt the economy on a regional, national or global level. For instance, terrorism, regional conflicts, market manipulation, government defaults, government shutdowns, and natural/environmental disasters can all negatively impact the securities markets, which could cause the Funds to lose value. Any market disruptions could also prevent a Fund from executing advantageous investment decisions in a timely manner. Funds that have focused their investments in a region enduring geopolitical market disruption will face higher risks of loss. Thus, investors should closely monitor current market conditions to determine whether a specific Fund meets their individual financial needs and tolerance for risk. Also, it is not possible
or practicable for the Adviser to factor all relevant and available
elements into investment decisions. The Adviser will use its discretion to
determine what inputs to gather with respect to trading decisions. The
Adviser will also decide what weight to place on each one. There can be no
assurance that these methodologies, which may change from time to time in
the discretion of the Adviser, will enable a Fund to achieve its
objective. |
| ● |
Real Estate Risk: A portion of the assets of the Funds is allocated to Underlying Funds that invest primarily in real estate related investments such as REITs. These investments will expose a Fund to risks similar to those associated with direct ownership of real estate, including losses from casualty or condemnation, and changes in local and general economic conditions, supply and demand, interest rates, zoning laws, overbuilding, decreases in real estate values, regulatory limitations on rents, property taxes and operating expenses. In addition, such investments may have limited diversification because they invest in a limited number of properties, a narrow geographic area, or a single type of property. REITs are heavily dependent upon their management team and are subject to heavy cash f low dependency, defaults by borrowers and self-liquidation. |
52
| Additional Information About the World Selection Funds |
| Investment Strategies and Risks |
Principal Investment Risks (continued)
| ● |
Swap
Risk: The use of swap
agreements, which are agreements to exchange the return generated by one
instrument for the return generated by another instrument (or index), and
similar instruments involves risks that are different from those
associated with ordinary portfolio securities transactions. For example, a
Fund bears the risk of loss of the amount expected to be received under a
swap agreement in the event of the default or bankruptcy of a swap
agreement counterparty. Swap agreements may also subject a Fund to the
risk that the counterparty to the transaction may not meet its
obligations, causing the Funds value to decrease. Swap agreements may
also be considered illiquid. Certain standardized swaps are subject to
mandatory central clearing. Central clearing is expected to reduce
counterparty credit risk and increase liquidity, but central clearing does
not make swap transactions risk free. |
| ● |
Quantitative Inputs
Risk: The Adviser uses
various quantitative inputs to select investments for the Funds, which can
expose a Fund to specific risks of loss. Quantitative inputs rely on
market data, expectations and formulas which can be wrong, outdated,
misinterpreted or simply perform differently from the Advisers
expectations. Accordingly, investment decisions that take these inputs
into consideration can also be wrong and lead to investment losses.
Because of the complexity of quantitative-focused investment inputs, there
is a risk that an input is based on an undetected error.
|
| ● |
Underlying Fund Selection Risk: The risk that a Fund may invest in Underlying Funds that underperform other similar funds or the markets more generally, due to poor investment decisions by the investment adviser(s) for the Underlying Funds or otherwise. It is possible that one or more Underlying Funds will not meet their own investment objectives, which would affect a Funds performance. There can be no assurances that the investment objective of any Fund or any Underlying Fund will be achieved. Underlying Funds also have their own management fees and other fees and expenses, which the Fund bears in addition to its own expenses. |
Additional Risks
Each Fund has a different level of risk depending on its investment allocation in the Underlying Funds. Generally, in addition to the principal investment risks described above, each Fund and its Underlying Funds will be subject to the following additional risks (for simplicity, this prospectus may use the term Fund, as applicable, to include the Underlying Funds):
| ● |
Exposure to
Technology Risk: The
mid-cap sector of the stock market includes a significant number of
companies the securities of which may be characterized as technology or
technology-related investments. The value of a Funds investments in the
mid cap sector of the stock market may be impacted by developments
affecting technology and technology-related stocks generally. Each Fund
does not as a matter of investment strategy seek to invest
disproportionately in such securities. |
| ● |
Large Scale
Redemption Risk: Certain
HSBC fund-of-funds and other investment products and institutional
investors are permitted to invest in the Funds. As a result, the Funds may
experience redemptions resulting in large outflows of cash from time to
time. This could have adverse effects on a Funds performance if a Fund
were required to sell securities at times when it otherwise would not do
so. This activity could also accelerate the realization of capital gains
or losses and increase the Funds transaction costs or decrease the
liquidity of a Funds portfolio. Similarly, large purchases of Fund shares
may adversely affect a Funds performance to the extent that the Fund is
delayed in investing new cash and is required to maintain a larger cash
position than it ordinarily would. Large purchases of Fund shares could also result in a Funds current expenses being allocated
over a smaller asset base, leading to an increase in a Funds expense ratio. Although large shareholder transactions
may be more frequent under certain circumstances, a Fund is generally
subject to the risk that a large shareholder can purchase or redeem a
significant percentage of Fund shares at any time. Moreover, a Fund is
subject to the risk that other shareholders may make investment decisions
based on the choices of a large shareholder, which could exacerbate any
potential negative effects experienced by a
Fund. |
| ● |
Liquidity Risk: A Fund may not be able to sell some or all of its investments at desired prices, or may be unable to sell investments at all, due to a lack of demand in the market for, or a reduction in the number or capacity of market participants making a market in, such investments. Additionally, a Fund may, at times, hold illiquid securities, by virtue of the absence of a readily available market for certain of its investments, or because of legal or contractual restrictions on sales. A Fund will not make investments in illiquid securities to the extent that it would hold 15% of its net assets in securities deemed to be illiquid following the investment. A Fund could lose money if it is unable to dispose of an investment at a time that is most beneficial to the Fund, which could prevent the Fund from taking advantage of other investment opportunities. Investments that are illiquid or that trade in lower volumes may be more difficult to value, particularly during changing economic, political or market conditions. Liquidity risk may be magnified in a rising interest rate environment, when credit quality is deteriorating or in other circumstances where investor redemptions may be higher than normal. A security may become illiquid after purchase. |
53
| Additional Information About the World Selection Funds |
| Investment Strategies and Risks |
Additional Risks (continued)
| ● |
Mortgage- and
Asset-Backed Securities Risk: Mortgage- and asset-backed securities are debt instruments that
are secured by interests in pools of mortgage loans or other financial
assets, such as credit card or automobile receivables. The value of these
securities will be influenced by the factors affecting the assets
underlying such securities, changes in interest rates, changes in default
rates of borrowers and private insurers or deteriorating economic
conditions. During periods of declining asset values, mortgage- and
asset-backed securities may be difficult to value or become more volatile
and/or illiquid. The risk of default is generally higher in the case of
securities backed by loans made to borrowers with sub-prime credit
metrics. If market interest rates increase substantially and a Funds
adjustable-rate securities are not able to reset to market interest rates
during any one adjustment period, the value of the Funds holdings and its
net asset value may decline until the adjustable-rate securities are able
to reset to market rates. In the event of a dramatic increase in interest
rates, the lifetime limit on a securitys interest rate may prevent the
rate from adjusting to prevailing market rates. In such an event the
security could underperform and affect a Funds net asset value. In
addition, mortgage-backed securities can be highly sensitive to rising
interest rates, such that even small movements can cause an investing Fund
to lose value. Mortgage- and asset-backed securities are subject to
interest rate, prepayment, extension, market, and credit risks, all of
which are described elsewhere in this prospectus. Asset-backed securities
may not have the benefit of a security interest in collateral comparable
to that of mortgage assets, resulting in additional credit risk.
|
| ● |
Repurchase Agreement
Risk: The use of repurchase
agreements, in which a party buys a security from another party (seller)
and the seller agrees to repurchase the security at an agreed-upon date
and price (which reflects a market rate of interest), involves certain
risks. If the seller in a repurchase agreement defaults on its obligation
to repurchase the underlying securities at a time when the value of these
securities has declined, a Fund may incur a loss upon disposition of the
securities. There is also a risk that the seller of the agreement may
become insolvent and subject to liquidation. |
| ● |
Temporary Defensive
Position Risk: A Fund may
temporarily depart from its principal investment strategies for temporary
defensive purposes in response to adverse market, economic or political
conditions. This may result in a Fund not achieving its investment
objective during that period. If the market advances during periods when a
Fund is holding a large cash position, a Fund may not participate to the
extent it would have if it had been more fully invested.
|
| ● |
When-Issued Securities Risk: The price and yield of securities purchased on a when-issued basis is fixed on the date of the commitment but payment and delivery are scheduled for a future date. Consequently, these securities present a risk of loss if the other party to a when-issued transaction fails to deliver or pay for the security. In addition, purchasing securities on a when-issued basis can involve a risk that the yields available in the market on the settlement date may actually be higher (or lower) than those obtained in the transaction itself and, as a result, the when-issued security may have a lesser (or greater) value at the time of settlement than a Funds payment obligation with respect to that security. |
More Information About Indices
An index measures the market prices of a specific group of securities in a particular market or market sector. You cannot invest directly in an index. Unlike a mutual fund, an index does not have an investment adviser and does not pay any commissions or expenses. If an index had expenses, the performance would be lower.
S&P 500 Index: The S&P 500 Index is widely regarded as a gauge of the U.S. equities market. It includes 500 leading companies in leading industries of the U.S. economy.
Morgan Stanley Capital International Europe Australasia and Far East Index: The MSCI EAFE® Index (Europe, Australasia, Far East) is a free float-adjusted market capitalization index that is designed to measure the equity market performance of developed markets, excluding the U.S. and Canada. As of February 1, 2017 the MSCI EAFE Index consisted of the following 21 developed market country indices: Australia, Austria, Belgium, Denmark, Finland, France, Germany, Hong Kong, Ireland, Israel, Italy, Japan, the Netherlands, New Zealand, Norway, Portugal, Singapore, Spain, Sweden, Switzerland, and the United Kingdom.
Bloomberg Barclays U.S. Aggregate Bond Index: The Bloomberg Barclays U.S. Aggregate Bond Index covers the U.S.-dollar-denominated, investment-grade, fixed-rate, taxable bond market of SEC-registered securities. The index includes bonds from the Treasury, Government-Related, Corporate, MBS (agency fixed-rate and hybrid ARM pass-throughs), ABS, and CMBS sectors with maturities of at least one year.
BofA Merrill Lynch U.S. High Yield Master II Index: The BofA Merrill Lynch U.S. High Yield Index tracks the performance of U.S. dollar denominated below investment grade corporate debt publicly issued in the U.S. domestic market. Qualifying securities must have a below investment grade rating (based on an average of Moodys, S&P and Fitch), at least 18 months to final maturity at the time of issuance, at least one year remaining term to final maturity as of the rebalancing date, a fixed coupon schedule and a minimum amount outstanding of $100 million. In addition, qualifying securities must have risk exposure to countries that are members of the FX-G10, Western Europe or territories of the U.S. and Western Europe. The FX-G10 includes all Euro members, the U.S, Japan, the U.K., Canada, Australia, New Zealand, Switzerland, Norway and Sweden.
54
| Additional Information About the World Selection Funds |
| Investment Strategies and Risks |
More Information About Indices (continued)
Source: BofA Merrill Lynch, used with permission. BOFA MERRILL LYNCH IS LICENSING THE BOFA MERRILL LYNCH INDICES AS IS, MAKES NO WARRANTIES REGARDING SAME, DOES NOT GUARANTEE THE SUITABILITY, QUALITY, ACCURACY, TIMELINESS, AND/OR COMPLETENESS OF THE BOFA MERRILL LYNCH INDICES OR ANY DATA INCLUDED IN, RELATED TO, OR DERIVED THEREFROM, ASSUMES NO LIABILITY IN CONNECTION WITH THEIR USE, AND DOES NOT SPONSOR, ENDORSE, OR RECOMMEND THE FUNDS, OR ANY OF THEIR PRODUCTS OR SERVICES.
Citigroup U.S. Domestic 3-Month T-Bill: The Citigroup U.S. Domestic 3-Month Treasury Bill Index is comprised of equal dollar amounts of 3-month treasury bills purchased at the beginning of each of three consecutive months. As each bill matures, all proceeds are rolled over and reinvested in a new 3-month treasury bill. The income used to calculate the monthly return is derived from subtracting the original amount invested from the maturity value. The yield curve average is the basis for calculating the return on the Index. The Index is rebalanced monthly by market capitalization.
Other Information
To the extent authorized by law, each Fund reserves the right to discontinue offering shares at any time, merge, reorganize itself or any class of shares or cease operations and liquidate.
Who May Want To Invest?
Consider investing in a Fund if you are:
| ● |
Seeking a single investment in the asset
classes and sectors in which a Fund invests that diversifies your assets
in a portfolio of Underlying Funds by utilizing an asset allocation
strategy, including tactical asset allocation |
| ● |
Seeking to invest for long-term goals, such
as retirement |
| ● |
Willing to accept the higher risks of
investing at least a portion of your investment in the stock market and/or
the bond market in exchange for potentially higher long-term total returns
|
| ● |
Seeking an investment that generates current income from a portfolio of Underlying Funds (Income Strategy Fund only) |
A Fund will not be appropriate for anyone:
| ● |
Seeking to invest solely in either the stock
market or the bond market |
| ● |
Pursuing a short-term goal
|
| ● |
Investing emergency
reserves |
| ● |
Seeking safety of principal, as investors
should be prepared to lose money and experience potentially significant
market volatility in connection with their investment
|
| ● |
Seeking capital appreciation as a primary investment objective (Income Strategy Fund only) |
More Information About Fund Investments
This prospectus describes the Funds principal strategies, and the Funds will normally invest in the types of securities described in this prospectus. However, in addition to the investments and strategies described in this prospectus, each Fund also may invest in other securities and engage in other investment practices. These securities and investment practices, as well as those described in this prospectus, are described in detail in the SAI. Of course, a Fund cannot guarantee that it will achieve its investment goal.
Portfolio Holdings
A description of the Funds policies and procedures with respect to the disclosure of the Funds portfolio securities is available in the SAI and on the Funds website at www.investorfunds.us.hsbc.com. To request a copy of the SAI, please refer to the back cover of this prospectus.
55
|
Additional Information About the World Selection Funds’ |
The Two-Tier Fund Structure
Other mutual funds and institutional investors may invest in the Underlying Funds on the same terms and conditions as the Funds (although they may have different sales commissions and other operating expenses that may generate different returns). As with traditionally structured funds which have large investors, the actions of these mutual funds and institutional investors (or other large investors) may have a material effect on other investors in an Underlying Fund, including a Fund. For example, if a large investor withdraws from an Underlying Fund, operating expenses may increase, thereby producing lower returns for investors in the Funds. Additionally, an Underlying Fund may become less diversified, which could increase risks.
By investing in a Fund, you will indirectly bear fees and expenses charged by the Underlying Funds in which the Fund invests, in addition to the Funds direct fees and expenses. Your cost of investing in a Fund, therefore, may be higher than the cost of investing in a mutual fund that invests directly in individual stocks and bonds. In addition, the use of a fund of funds structure could affect the timing, amount and character of distributions to you and therefore may increase the amount of taxes payable by you.
The Adviser may be subject to potential conflicts of interest in selecting Underlying Funds because the fees paid to it and its affiliates by some Underlying Funds are higher than the fees paid by other Underlying Funds. Similarly, the Adviser or the Funds portfolio managers may have an incentive to select Underlying Funds managed by the Adviser or certain Underlying Funds due to compensation considerations. However, the Adviser and the portfolio managers have a fiduciary duty to the Funds to act in the Funds best interests when selecting Underlying Funds, and the Board of Trustees of the Funds oversees the Advisers performance.
56
|
Fund Management |
The Investment Adviser
HSBC Global Asset Management (USA) Inc. (the Adviser), 452 Fifth Avenue, New York, New York, 10018, is the investment adviser for the Funds pursuant to an investment advisory contract with the Trust (the Investment Advisory Agreement). The Adviser is a wholly-owned subsidiary of HSBC Bank USA, N.A., which is a wholly-owned subsidiary of HSBC USA, Inc., a registered bank holding company (collectively, HSBC). HSBC currently provides investment advisory services for individuals, trusts, estates and institutions. As of September 30, 2016, the Adviser had approximately $67.1 billion in assets under management.
In rendering investment advisory services, the Adviser may use the resources of affiliated investment advisers. With respect to the provision of investment advisory services for the Funds, the Adviser relies upon the services of HSBC Global Asset Management (UK) Limited, 78 St. James Street, London, United Kingdom, SWIA, IEJ, (AMEU), an affiliated investment adviser. In order for personnel of AMEU to provide portfolio management, research or trading advice to the Advisers U.S. clients, such as the Funds, the Adviser and AMEU have entered into a memorandum of understanding (MOU). Under the terms of the MOU, investment professionals from AMEU may render portfolio management, research or trading services to the Funds, as associated persons of the Adviser, subject to supervision by the Adviser. The Adviser may also utilize the research and expertise of other affiliates and third parties in managing the Funds investments.
The Trust and the Adviser have received an exemptive order from the Securities and Exchange Commission (the SEC) that allows the Adviser to implement new investment sub-advisory contracts and to make material changes to existing sub-advisory contracts with the approval of the Board of Trustees, but without shareholder approval. Subject to the terms of the exemptive order, the Adviser may currently hire and/or terminate subadvisers without shareholder approval. None of the Funds currently uses a subadviser. However, the exemptive order could be applied to the use of one or more unaffiliated subadvisers at a future time.
For these advisory and management services, during the last fiscal year the Funds paid fees (net of fee waivers) as follows:*
| Percentage of Average | |
| Net Assets for Fiscal Year | |
| Ended 10/31/16 | |
| Aggressive Strategy Fund | 0.00% |
| Balanced Strategy Fund | 0.25% |
| Moderate Strategy Fund | 0.25% |
| Conservative Strategy Fund | 0.00% |
| Income Strategy Fund | 0.00% |
| * | The Adviser may voluntarily waive all or a portion of its management fee. The Adviser has done so for periods of operation during which a Funds Total Annual Fund Operating Expenses were above that Funds expense cap, as set forth in the applicable contractual expense limitation agreement. The Adviser has entered into a contractual expense limitation agreement with each Fund (Agreement) under which it will limit the total expenses of each respective Fund (excluding interest, taxes, brokerage commissions, extraordinary expenses and estimated indirect expenses attributable to the Funds investments in investment companies other than the HSBC Opportunity Portfolio) to an annual rate of 1.50% of Class A Shares of each Fund, 2.25% of Class B Shares of each Fund and 2.25% of Class C Shares of each Fund. Any amounts contractually waived or reimbursed by the Adviser will be subject to repayment by the Fund to the Adviser within three years to the extent that the repayment will not cause the Funds operating expenses to exceed the contractual expense limit that was in effect at the time of such waiver or reimbursement. The expense limitations shall be in effect until March 1, 2018. The Agreement shall terminate upon the termination of the Investment Advisory Agreement between the Trust and the Adviser, or it may be terminated upon written notice to the Adviser by the Trusts Board of Trustees. |
A discussion regarding the basis for the Board of Trustees approval of the Investment Advisory Agreement is available in the Funds April 30, 2016 semi-annual report and will be available in the April 30, 2017 semi-annual report.
57
|
Fund Management |
Portfolio Manager
The portfolio manager primarily responsible for the day-to-day management of the Funds is:
Rayman Bovell, CFA. Mr. Bovell is primarily responsible for developing and implementing the asset allocation and selecting the Underlying Funds and investments that provide exposure to each asset class. He is responsible for managing the Wealth Portfolio Management Team in New York and Toronto and joined the Adviser in 2008 after having worked in the industry since 2001. Mr. Bovells current role includes asset allocation, portfolio management and research responsibilities across broad equity and fixed income asset classes covered by the Wealth Portfolio Management team.
Prior to joining the Adviser, Mr. Bovell was an Analyst at Merrill Lynch and was responsible for researching US equity managers, where he worked since 2005. Previous to that he worked at Lehman Brothers as a Financial Adviser, where he joined in 2001. Mr. Bovell started his career as a Technical Specialist at Pfizer and manufactured oral and intravenous products.
Mr. Bovell holds a Bachelors of Science degree from Columbia University in Chemical Engineering and an MBA from the Ross School of Business at the University of Michigan. He leads the Investment Committee for Columbia Engineering Alumni Association. Mr. Bovell is a Chartered Financial Analyst and a member of the New York Society of Security Analysts and the CFA Institute.
Additional information about the portfolio managers compensation, other accounts managed by the portfolio manager, and ownership of securities in the Funds is available in the SAI. You can obtain a copy of the SAI on the Funds website at www.investorfunds.us.hsbc.com.
The Distributor, Administrator and Sub-Administrator
The Adviser also serves as the Trusts administrator (the Administrator), and in that role oversees and coordinates the activities of other service providers, and monitors certain aspects of the Trusts operations. The Administrator has retained Citi Fund Services Ohio, Inc. (Citi), whose address is 4400 Easton Commons, Suite 200, Columbus, OH 43219, as sub-administrator to the Funds (the Sub-Administrator). The services provided by the Administrator and Sub-Administrator include: providing office space, equipment and clerical personnel to the Funds, and supervising custodial, auditing, valuation, bookkeeping, regulatory and dividend disbursing services.
Foreside Distribution Services, L.P. (the Distributor), a member of the Financial Industry Regulatory Authority (FINRA), is the Trusts principal underwriter and acts as the Trusts distributor in connection with the offering of Fund shares. The Distributor may enter into agreements with banks, broker-dealers, or other financial intermediaries through which investors may purchase or redeem shares.
The SAI has more detailed information about the Adviser, Distributor, Administrator and Sub-Administrator, and other service providers. You can obtain a copy of the SAI on the Funds website at www.investorfunds.us.hsbc.com.
58
|
Shareholder Information |
Pricing of Fund Shares
| How NAV is Calculated |
|
The net asset value (NAV) for each class of shares is calculated by dividing the total value (current market value based on readily available market quotations) of a Funds investments and other assets attributable to a class, less any liabilities attributable to that class, by the total number of outstanding shares of that class: |
| NAV = | Total Assets Liabilities |
| Number of Shares | |
| Outstanding |
Underlying Funds that are mutual funds are valued based upon the NAV reported by those Underlying Funds. ETFs are normally valued at the last sale price on the relevant exchange.
The NAV is generally determined once each day at the close of regular trading on the New York Stock Exchange (Exchange), normally at 4 p.m. Eastern time on days the Exchange is open.
The Exchange is generally not open, and the Funds do not price their shares, on most U.S. national holidays and on Good Friday.
The value of securities traded in markets outside the United States or denominated in currencies other than the U.S. dollar may be affected significantly on a day that the Exchange is closed and an investor is not able to purchase, redeem or exchange shares.
Your order for purchase, sale or exchange of shares is priced at the next NAV calculated after your order is accepted by a Fund or its agent, plus any applicable sales charges for purchases. If you sell Class B Shares or Class C Shares, a contingent deferred sales charge may apply to a redemption, which would reduce the amount of money paid to you. For more information about sales charges, see the section on Distribution Arrangements/Sales Charges.
Fair Value Pricing Policies
A Fund will fair value price its securities in accordance with Board-approved procedures when market quotations are not readily available. Generally, this would include securities for which trading has been halted, securities whose value has been materially affected by the occurrence of a significant event (as defined below), and other securities where a market price is not available from either a national pricing service or a broker. In addition, exception-priced securities (i.e., securities for which the market value is provided by a quote from a single broker rather than a national pricing service) will be reviewed on a quarterly basis. Fair valuations will be reviewed by the Board of Trustees or its Valuation and Investment Oversight Committee not less than four times a year. Fair value pricing should result in a more accurate determination of a Funds NAV, which should eliminate the potential for stale pricing arbitrage opportunities in a Fund. However, fair value pricing involves the risk that the values used by a Fund to price its investments may be different from those used by other investment companies and investors to price the same investments.
A significant event is one that occurred prior to a Funds valuation time, is not reflected in the most recent market price of a security, and that could materially affects the value of a security. Generally, such significant events relate to developments in foreign securities that occur after the close of trading in their respective markets. The Funds accounting agent may obtain fair value prices of foreign securities through utilization of a Fair Value Pricing Service previously approved by the Board where the level of a movement in a designated market or index is sufficiently large to constitute a significant event.
59
|
Shareholder Information |
Purchasing and Adding to Your Shares
| Purchasing Shares |
|
You may purchase, redeem or exchange shares of the Fund through the Funds Transfer Agent or through banks, brokers and other investment representatives, which may charge additional fees and may require higher minimum investments or impose other limitations on buying and selling shares. If you purchase, redeem or exchange shares through a bank, broker or other investment representative, that party is responsible for transmitting orders to the Funds Transfer Agent and may have an earlier cut-off time for purchase, redemption and exchange orders. Purchase, redemption and exchange orders will be executed at the NAV next calculated after the Funds Transfer Agent has received and accepted the order in good order. In addition, certain banks, brokers and other investment representatives are authorized to accept, on behalf of the Trust, purchase, redemption and exchange orders placed by or on behalf of their customers. If a bank, broker or other investment representative is authorized to accept, on behalf of the Trust, purchase, redemption and exchange orders (and provided such authorized agent complies with its agreement with the Trust or the Distributor), the Fund or the Funds Transfer Agent will be deemed to have received an order for the purchase, redemption or exchange of Fund shares when the order is received and accepted in good order by such authorized agent, and the order will be executed at the NAV next calculated. Each authorized agents agreement with the Trust or the Distributor allows orders to be executed at the NAV next calculated, after the order is received and accepted in good order by such authorized agent, although the order may not be transmitted to the Trust or the Funds Transfer Agent until after the time at which a Fund next calculates its NAV. In general, good order means that payment for your purchase and all the information needed to complete your order must be received by the Fund, the Funds Transfer Agent or their authorized agents before your order is processed. Purchase proceeds must be received by 6:00 p.m. Eastern time. You should contact the bank, broker or other investment representative through whom you purchase, redeem or exchange shares of the Fund to learn whether it is authorized to accept orders on behalf of the Trust. You should also consult such bank, broker or other investment representative for specific information about the purchase, redemption and/or exchange of Fund shares. |
All purchases must be in U.S. dollars. A fee will be charged for any checks that do not clear. Third-party checks, money orders, travelers checks and credit card convenience checks are not accepted. Bank starter checks will not be accepted for initial purchases.
A Fund may reject a purchase order if it considers it in the best interest of the Fund and its shareholders. A Fund has the option of not accepting purchase orders from non-U.S. investors.
Investment minimums for any class may be waived or lowered, at the discretion of the Adviser, for investments in a Fund by clients of the Adviser and its affiliates, or in other situations where the Adviser determines that it is in the best interests of a Fund and its shareholders to do so.
Class B Shares may no longer be purchased or acquired by any new or existing Class B shareholder, except through dividend and/or capital gains reinvestment. Any other order to purchase Class B Shares will be rejected. Class B shareholders may continue to hold Class B Shares until such shares automatically convert under the existing conversion schedule, or until the shareholder redeems such Class B Shares, subject to any applicable contingent deferred sales charge (CDSC).
| Minimum | Minimum | ||||||
| Class A or C | Initial | Subsequent | |||||
| Shares | Investment* | Investment* | |||||
| Regular | $ | 1,000 | $ | 100 | |||
| (non-retirement) | |||||||
| Retirement (IRA) | $ | 250 | $ | 100 | |||
| Automatic | |||||||
| Investment Plan | $ | 250 | $ | 25 | |||
| * | Omnibus accounts are eligible to meet the minimums at the omnibus account level. |
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|
Shareholder Information |
|
Purchasing and Adding to Your
Shares |
| Avoid 28% Tax Withholding |
|
The Funds are required to withhold 28% of taxable dividends, capital gains distributions and redemptions paid to shareholders who have not provided the Funds with their certified taxpayer identification number in compliance with Internal Revenue Service (IRS) rules, or if you have been notified by the IRS that you are subject to backup withholding. Backup withholding is not an additional tax; rather, it is a way in which the IRS ensures that it will collect taxes otherwise due. Any amounts withheld may be credited against your U.S. federal income tax liability. To avoid this make sure you provide your correct Tax Identification Number (social security number for most investors) on your Account Application. |
Instructions for Opening or Adding to an Account
By Regular Mail or By Overnight Service
Initial Investment:
If purchasing through your financial adviser or brokerage account, simply tell your adviser or broker that you wish to purchase shares of the Funds and he or she will take care of the necessary documentation. For all other purchases, follow the instructions below.
| 1. | Carefully read, complete, and sign the Account Application. Establishing your account privileges now saves you the inconvenience of having to add them later. A copy of the application can be found on the Funds website at www.investorfunds.us.hsbc.com. |
| 2. | Make your check payable to HSBC Funds and include the name of the appropriate Fund(s) on the check. |
| 3. | Mail to: HSBC Funds, PO Box 8106, Boston, MA 02266-8106. |
Subsequent Investment:
| 1. | Use the investment slip attached to your account statement. Or, if unavailable, |
| 2. | Include the following information in writing: |
| ● |
Fund
name |
| ● |
Share
class |
| ● |
Amount invested |
| ● |
Account
name |
| ● |
Account number |
| Electronic vs. Wire Transfer |
|
Wire transfers allow financial institutions to send funds to each other, almost instantaneously. With an electronic purchase or sale, the transaction is made through the Automated Clearing House (ACH) and may take up to eight days to clear. There is generally no fee for ACH transactions. |
| 3. | Mail to: HSBC Funds, PO Box 8106, Boston, MA 02266-8106. |
Electronic Purchases
Your bank must participate in the ACH and must be a U.S. bank. Your bank or broker may charge for this service.
Select the electronic purchase option on your Account Application or call 1-800-782-8183.
Your account can generally be set up for electronic purchases within 15 days.
Call 1-800-782-8183 to arrange a transfer from your bank account.
By Wire Transfer
For information on how to request a wire transfer, call 1-800-782-8183.
61
|
Shareholder Information |
|
Purchasing and Adding to Your
Shares |
Automatic Investment Plan
You can make automatic investments in the Funds from your bank account through payroll deduction or from your federal employment, Social Security or other regular government checks. Automatic investments can be as little as $25, once you have invested the $250 minimum required to open the account. Class B shareholders are no longer permitted to make investments in Class B Shares through any Automatic Investment Plan, and no new Class B Automatic Investment Plans will be established.
To invest regularly from your bank account:
Complete the Automatic Investment Plan portion on your Account Application.
Make sure you note:
| ■ |
Your bank name, address and account number |
| ■ |
The amount you wish to invest automatically (minimum $25) |
| ■ |
How often you want to invest (every month, 4 times a year, twice a year or once a year) |
| ■ |
Attach a voided personal check. |
To invest regularly from your paycheck or government check:
Call 1-800-782-8183 for an enrollment form.
| Directed Dividend Option |
|
By selecting the appropriate box in the Account Application, you can elect to receive your distributions (capital gains and dividends) in cash (check) or have distributions reinvested in the applicable Fund or reinvested in another HSBC Fund without a sales charge. You must maintain the minimum balance in each Fund into which you plan to reinvest dividends or the reinvestment will be suspended and your dividends paid to you. The Funds may modify or terminate this reinvestment option without notice. You can change or terminate your participation in the reinvestment option at any time by calling 1-800-782-8183. |
Customer Identification Information
To help the U.S. Government fight the funding of terrorism and money laundering activities, federal law requires all financial institutions to obtain, verify and record information that identifies each person that opens a new account, and to determine whether such persons name appears on U.S. Government lists of known or suspected terrorists and terrorist organizations.
As a result, the Funds must obtain the following information for each person that opens a new account:
| ● |
Name;
|
| ● |
Date of birth (for
individuals); |
| ● |
Residential or business
street address (although post office boxes are still permitted for
mailing); and |
| ● |
Social security number, taxpayer identification number, or other identifying number. |
You may also be asked for a copy of your drivers license, passport or other identifying document in order to verify your identity. In addition, it may be necessary to verify your identity by cross-referencing your identification information with a consumer report or other electronic database. Additional information may be required to open accounts for corporations and other entities.
Federal law prohibits the Funds and other financial institutions from opening a new account unless they receive from an investor the minimum identifying information listed above. After an account is opened, the Funds may restrict your ability to purchase additional shares until your identity is verified. The Funds may close your account or take other appropriate action if they are unable to verify your identity within a reasonable time. If your account is closed for this reason, your shares will be redeemed at the NAV next calculated after the account is closed.
62
|
Shareholder Information |
|
Purchasing and Adding to Your
Shares |
Restrictions on Offers and Sales to Canadian Residents
The shares described in this prospectus may only be distributed in Canada through HSBC Global Asset Management (Canada) Limited, and this prospectus may not be used to solicit, and will not constitute a solicitation of, an offer to buy shares in Canada unless such solicitation is made by HSBC Global Asset Management (Canada) Limited. A distribution or solicitation may be deemed to occur in Canada where a distribution or solicitation is made to a person (including an individual, corporation, trust, partnership or other entity, or other legal person) resident or otherwise located in Canada at the applicable time. For these purposes, the following persons will generally be considered to be a Canadian resident:
1. An individual, if
| ● |
the individuals primary
principal residence is located in Canada; or |
| ● |
the individual is physically located in Canada at the time of the offer, sale or other relevant activity. |
2. A corporation, if
| ● |
the corporations head
office or principal office is located in Canada;
or |
| ● |
securities of the
corporation that entitle the holder to elect a majority of the directors
are held by Canadian Resident individuals (as described above) or by legal
persons resident or otherwise located in Canada;
or |
| ● |
the individuals that make investment decisions or provide instructions on behalf of the corporation are Canadian Resident individuals (as described above). |
3. A trust, if
| ● |
the principal office of
the trust (if any) is located in Canada; or |
| ● |
the trustee (or in the
case of multiple trustees, the majority of trustees) are Canadian Resident
individuals (as described above) or are legal persons resident or
otherwise located in Canada; or |
| ● |
the individuals that make investment decisions or provide instructions on behalf of the trust are Canadian Resident individuals (as described above). |
4. A partnership, if
| ● |
the partnerships head
office or principal office (if any) is located in Canada;
or |
| ● |
the holders of the
majority of the interests of or in the partnership are held by Canadian
Residents (as described above); or |
| ● |
the general partner (if
any) is a Canadian Resident (as described above);
or |
| ● |
the individuals that make investment decisions or provide instructions on behalf of the partnership are Canadian Resident individuals (as described above). |
63
| Shareholder Information |
|
Purchasing and Adding to Your
Shares |
Market Timing
In accordance with policies and procedures adopted by the Board of Trustees, the Funds discourage market timing and other excessive trading practices. The Funds are intended primarily for use as long-term investment vehicles. Frequent short-term (market timing) trading practices may disrupt portfolio management strategies, increase brokerage and administrative costs, harm Fund performance and result in dilution in the value of Fund shares held by longer-term shareholders.
In addition, certain Underlying Funds may be more susceptible to the risks of short-term trading than other funds that do not invest substantially in the foreign securities markets. The nature of the holdings of these Underlying Funds may present opportunities for a shareholder to engage in a short-term trading strategy that exploits possible delays between changes in the prices of these Underlying Funds portfolio holdings and the reflection of those changes in these Underlying Funds net asset value (referred to as time zone arbitrage). These delays may occur if an Underlying Fund has significant investments in foreign securities where, due to time zone differences, the values of those securities are established some time before the Underlying Fund calculates its respective net asset value. In such circumstances, the available market prices for such foreign securities may not accurately reflect the latest indications of value at the time these Underlying Funds calculate their net asset values. There is a possibility that time zone arbitrage may dilute the value of these Underlying Funds shares if redeeming shareholders receive proceeds (and purchasing shareholders receive shares) based upon a net asset value that does not reflect appropriate fair value prices.
Frequent purchases and redemptions of shares of a mutual fund (including activities of market timers) can result in the dilution in the value of Trust shares held by long-term shareholders, interference with the efficient management of a Funds investment portfolio and increased brokerage and administrative costs. The Board of Trustees has considered the extent to which the Funds may be vulnerable to such risks. The Funds reserve the right to reject any purchase or exchange order for any reason. The Funds are not designed to serve as vehicles for frequent trading.
As a deterrent to excessive trading, Underlying Funds may use an independent pricing service using fair valuation methodologies approved and monitored by their respective board of trustees. For more information on fair valuation, see Shareholder Information-Pricing of Fund Shares-Fair Value Pricing Policies.
It is the practice of the Funds to monitor purchases, sales and exchanges of Fund shares, and to take appropriate action if it is determined that there is transactional activity in the Funds shares that is deemed inappropriate. The Funds and the Adviser reserve the right to reject or restrict purchase or exchange requests from any investor and also reserve the right to close any account in which a pattern of excessive trading has been identified.
The Funds cannot guarantee that they will detect every market timer due to the limitations inherent in their technological systems. Under Rule 22c-2 of the Investment Company Act of 1940, as amended, the Funds have entered into agreements with financial intermediaries obligating them to provide, upon each Funds request, information regarding their customers and their customers transactions in shares of the Funds. However, there can be no guarantee that all market timing will be detected in a timely manner, since the Funds will rely on the financial intermediaries to provide the trading information, and the Funds cannot be assured that the trading information, when received, will be in a format that can be quickly analyzed or evaluated by the Funds. The Funds reserve the right to modify their policies and procedures at any time without prior notice as the Funds deem necessary in their sole discretion, to be in the best interests of Fund shareholders, or to comply with state or federal legal requirements.
64
| Shareholder Information |
Selling Your Shares
Generally, you may sell your Fund shares at any time. Your sales price will generally be the next NAV calculated after your sell order is received and accepted in good order by a Fund, its transfer agent, or your investment representative, as described under Purchasing Shares above. Normally, unless you request a wire transfer you will receive your proceeds within a week after your request is received. For more information on wire transfer requests, please see below.
|
Withdrawing Money from Your Fund Investment As a mutual fund shareholder, you are technically selling shares when you request a withdrawal in cash. This is also known as redeeming shares or a redemption of shares. Contingent Deferred Sales Charge When you sell Class B or C Shares, you will be charged a fee for any shares that have not been held for a sufficient length of time. These fees will be deducted from the money paid to you. See the sections on Distribution Arrangements/Sales Charges and Exchanging Your Shares for details. |
Instructions for Selling Shares
If selling your Fund shares through your financial adviser or broker, ask him or her for redemption procedures. Your adviser and/or broker may have transaction minimums and/or transaction times that will affect your redemption. For all other sales transactions, follow the instructions below.
By Telephone
(unless you have declined telephone sales privileges)
| 1. | Call 1-800-782-8183 with instructions as to how you wish to receive your funds (mail, wire, electronic transfer). (See Selling Your SharesVerifying Telephone Redemptions) |
By Mail or Overnight Service
(See Selling Your SharesRedemptions in Writing Required)
| 1. | Call 1-800-782-8183 to request redemption forms or write a letter of instruction indicating: |
| ● |
Your Fund and account
number |
| ● |
Amount you wish to
redeem |
| ● |
Address where your check
should be sent |
| ● |
Account owners signature |
| 2. | Mail to: HSBC Funds, PO Box 8106, Boston, MA 02266-8106. |
Wire Transfer
You must indicate this option on your Account Application.
Call 1-800-782-8183 to request a wire transfer.
If you call by 4 p.m. Eastern time, your payment will normally be wired to your bank on the next business day. Otherwise, it will normally be wired on the second business day after your call.
The Funds may charge a wire transfer fee.
Note: Your financial institution may also charge a separate fee.
Electronic Redemptions
Call 1-800-782-8183 to request an electronic redemption. Your bank must participate in the ACH and must be a U.S. bank. Redemption proceeds will normally be credited within 7 days. Your bank may charge for this service.
65
| Shareholder Information |
|
Selling Your
Shares |
Systematic Withdrawal Plan
You can receive automatic payments from your account on a monthly, quarterly, semi-annual or annual basis. The minimum withdrawal is $50. To activate this feature:
| ● |
Make sure you have
checked the appropriate box on the Account Application, or call
1-800-782-8183. |
| ● |
Include a voided
personal check. |
| ● |
Your account must have a value of $10,000 or more to start withdrawals. |
If the value of your account falls below $1,000, you may be asked to add sufficient funds to bring the account back to $1,000, or a Fund may close your account and mail the proceeds to you.
Redemptions in Writing Required
You must request redemptions in writing in the following situations:
| 1. | Certain types of
redemptions by Individual Retirement Accounts (IRAs). | |
| 2. | Redemption requests requiring a Medallion Signature Guarantee, which include any of the following: |
| ● |
Your account address has changed within the last 15 calendar days; |
| ● |
The check is not being mailed to the address on your account; |
| ● |
The check is not being made payable to the owner of the account; |
| ● |
The redemption proceeds are being transferred to another Fund account with a different registration; |
| ● |
The redemption proceeds are being wired to bank instructions currently not on your account; or |
| ● |
Other unusual situations as determined by the Funds transfer agent. |
You must obtain a Medallion Signature Guarantee from members of the STAMP (Securities Transfer Agents Medallion Program), MSP (New York Stock Exchange Signature Program) or SEMP (Stock Exchanges Medallion Program). Members are subject to dollar limitations which must be considered when requesting their guarantee. The transfer agent may reject any signature guarantee if it believes the transaction would otherwise be improper.
The transfer agent reserves the right to waive signature guarantee requirements, require a Medallion Signature Guarantee under other circumstances or reject or delay a redemption if the signature guarantee is not in good form. Faxed signature guarantees are generally not accepted. A notary public cannot provide a signature guarantee. The transfer agent reserves the right to reject a signature guarantee if it is not provided by a STAMP 2000 Medallion guarantor.
Signature Validation ProgramNon-Financial Transactions
The Signature Validation Program (SVP) is intended to provide validation of authorized signatures for those transactions considered non-financial (i.e., do not involve the sale, redemption or transfer of securities). The purpose of the SVP stamp on a document is to authenticate your signature and to confirm that you have the authority to provide the instructions in the document. This stamp may be obtained from eligible members of a Medallion Signature Guarantee Program (see above) or other eligible guarantor institutions in accordance with SVP. Eligible guarantor institutions generally include banks, broker/dealers, credit unions, members of national securities exchanges, registered securities associations, clearing agencies and savings associations. You should verify with the institution that they are an eligible guarantor institution prior to signing. A notary public cannot provide an SVP stamp. The transfer agent accepts an SVP stamp or a Medallion Signature Guarantee stamp if you request any of the following non-financial transactions:
| ● |
A change of name; |
| ● |
Add or change banking instructions; |
| ● |
Add or change beneficiaries; |
| ● |
Add or change authorized account traders; |
| ● |
Add a Power of Attorney; |
| ● |
Add or change a Trustee; or |
| ● |
A UTMA/UGMA custodian change. |
66
| Shareholder Information |
|
Selling Your
Shares |
Verifying Telephone Redemptions
The Funds attempt to ensure that telephone redemptions are only made by authorized shareholders. All telephone calls are recorded for your protection and you will be asked for information to verify your identity. Given these precautions, unless you have specifically indicated on your Account Application that you do not want the telephone redemption feature, you may be responsible for any fraudulent telephone orders.
Redemptions Within 10 Days of Shares Purchased by Check
When you have made an investment by check and subsequently request a redemption you will not receive the redemption proceeds until the Funds transfer agent is satisfied that the check has cleared (which may require up to 10 business days).
Redemption Proceeds
Redemption proceeds are generally paid in cash, but the Funds reserve the right to pay, above certain limits, all or part of any redemption proceeds in kind, that is, in securities with a market value equal to the redemption price. If the Funds make a payment in securities, the securities will be valued in the same manner as NAV is calculated. The Funds may provide these securities in lieu of cash without prior notice. You would have to pay transaction costs to sell the securities distributed to you, as well as taxes on any capital gains you may realize from the sale, or from the sale of securities you receive. Additional information is available in the Funds SAI.
Delay or Suspension in Payment of Redemption Proceeds
The Funds may suspend the right of redemption and postpone for more than seven days the date of payment upon redemption: (i) during periods when the New York Stock Exchange is closed other than for weekends and holidays or when trading on such Exchange is restricted, (ii) during periods in which, as a result of emergency, disposal, or evaluation of the net asset value, of the portfolio securities is not reasonably practicable or (iii) for such other periods as the SEC may permit.
Closing of Small Accounts
If your account falls below $50 due to redemptions, a Fund may ask you to increase your balance. If it is still below $50 after 30 days, a Fund may close your account and send you the proceeds at the current NAV.
Undeliverable and Uncashed Checks
Any check tendered in payment of a redemption transaction that cannot be delivered by the post office or which remains uncashed for more than six months may be reinvested in the shareholders account at the then-current NAV. No interest will accrue on amounts represented by uncashed redemption checks.
Any check tendered in payment of dividends or other distributions that cannot be delivered by the post office or which remains uncashed for more than six months may be reinvested in the shareholders account at the then-current NAV, and if a Fund cannot locate the shareholder, the dividend option may be changed from cash to reinvest. Distributions are reinvested on the pay-date at the NAV determined at the close of business on that date.
Unclaimed Accounts
Per state requirements, property may be transferred to the appropriate state if no activity occurs in the account within the time period specified by state law.
67
| Shareholder Information |
Distribution Arrangements/Sales Charges
This section describes the sales charges and fees you will pay as an investor in different share classes offered by the Funds. The offering price of Class A Shares includes the front-end sales load.
Aggressive Strategy, Balanced Strategy, Moderate Strategy and Conservative Strategy Funds
| Class A Shares | Class B Shares | Class C Shares | |||||
| Percentage | No front-end sales charge. A contingent deferred sales charge (CDSC) may be imposed on shares redeemed within four years after purchase. Shares automatically convert to Class A Shares after 6 years. | No front-end sales charge. A contingent deferred sales charge (CDSC) may be imposed on shares redeemed within one year after purchase. Shares automatically convert to Class A Shares after 5 years. | |||||
| of | Percentage | ||||||
| Offering | of | ||||||
| Sales Charge (Load) | Price* | Investment | |||||
| Amount of Purchase | |||||||
| Less than $50,000 | 5.00% | 5.26% | |||||
| $50,000 but less than | |||||||
| $100,000 | 4.50% | 4.71% | |||||
| $100,000 but less than | |||||||
| $250,000 | 3.75% | 3.90% | |||||
| $250,000 but less than | |||||||
| $500,000 | 2.50% | 2.56% | |||||
| $500,000 but less than | |||||||
| $1,000,000 | 2.00% | 2.04% | |||||
| $1,000,000 and over | N/A | N/A | |||||
| Distribution (12b-1)** and Servicing Fee | Subject to shareholder servicing fees of up to 0.25% annually of a Funds average daily net assets attributable to Class A Shares. | Subject to combined annual distribution and shareholder servicing fees of up to 1.00% of a Funds average daily net assets attributable to Class B Shares. | Subject to combined annual distribution and shareholder servicing fees of up to 1.00% of a Funds average daily net assets attributable to Class C Shares. | ||||
| Fund Expenses | Lower annual expenses than Class B or C Shares. | Higher annual expenses than Class A Shares. | Higher annual expenses than Class A Shares. | ||||
| * | The offering price of Class A Shares includes the front-end sales load. |
| ** | Class A Shares may pay a 12b-1 fee of up to 0.25% of the average daily net assets of Class A Shares of the applicable Fund. Class A Shares have a non-compensatory 12b-1 Plan. No payments have been made under this plan and there is no current intention to charge this fee. |
68
| Shareholder Information |
|
Distribution Arrangements/Sales
Charges |
Income Strategy Fund
| Class A Shares | Class B Shares | Class C Shares | |||||
| Percentage | No front-end sales charge. A contingent deferred sales charge (CDSC) may be imposed on shares redeemed within four years after purchase. Shares automatically convert to Class A Shares after 6 years. | No front-end sales charge. A contingent deferred sales charge (CDSC) may be imposed on shares redeemed within one year after purchase. Shares automatically convert to Class A Shares after 5 years. | |||||
| of | Percentage | ||||||
| Offering | of | ||||||
| Sales Charge (Load) | Price* | Investment | |||||
| Amount of Purchase | |||||||
| Less than $50,000 | 4.75% | 4.99% | |||||
| $50,000 but less | |||||||
| than $100,000 | 4.25% | 4.44% | |||||
| $100,000 but less | |||||||
| than $250,000 | 3.50% | 3.63% | |||||
| $250,000 but less | |||||||
| than $500,000 | 2.50% | 2.56% | |||||
| $500,000 but less | |||||||
| than $1,000,000 | 2.00% | 2.04% | |||||
| $1,000,000 and over | None | None | |||||
| Distribution (12b-1)** and Servicing Fees | Subject to shareholder servicing fees of up to 0.25% annually of the Funds average daily net assets attributable to Class A Shares. | Subject to combined annual distribution and shareholder servicing fees of up to 1.00% of the Funds average daily net assets attributable to Class B Shares. | Subject to combined annual distribution and shareholder servicing fees of up to 1.00% of the Funds average daily net assets attributable to Class C Shares. | ||||
| | |||||||
| Fund Expenses | Lower annual expenses than Class B or C Shares. | Higher annual expenses than Class A Shares. | Higher annual expenses than Class A Shares. | ||||
| * | The offering price of Class A Shares includes the front-end sales load. |
| ** | Class A Shares may pay a 12b-1 fee of up to 0.25% of the average daily net assets of Class A Shares of the Fund. Class A Shares have a non-compensatory 12b-1 Plan. No payments have been made under this plan and there is no current intention to charge this fee. |
69
| Shareholder Information |
|
Distribution Arrangements/Sales
Charges |
You should note that the sales charge that appears in your trade confirmation may differ slightly from the rate disclosed in the prospectus due to rounding calculations.
As indicated in the above charts, and as discussed further below, you may, under certain circumstances, be entitled to pay reduced sales charges on your purchases of Class A Shares or have those charges waived entirely. To take advantage of these discounts, you or your broker-dealer or financial intermediary must notify the Funds transfer agent at the time of your purchase order that a discount may apply to your current purchase. You may also be required to provide appropriate documentation to receive these discounts, including:
| (A) | Information or records regarding shares of the HSBC Funds held in all accounts (e.g., retirement accounts) of the shareholder at the financial intermediary; | |
| (B) | Information or records regarding shares of the HSBC Funds held in any account of the shareholder at another financial intermediary; and | |
| (C) | Information or records regarding shares of the HSBC Funds held at any financial intermediary by related parties of the shareholder, such as members of the same family or household. | |
You should note in particular that, if the Funds transfer agent is properly notified, as described in Right of Accumulation and Combination Privilege, below, the Amount of Purchase in the above chart will be deemed to include all Class A, B or C Shares of the HSBC Funds that were acquired by purchase or exchange, and (with respect to Class A Shares) that were subject to a sales charge, that are held at the time of purchase by you, your spouse and your children under the age of 21. This includes, for example, any shares held at a broker-dealer or financial intermediary other than the one handling your current purchase. In some circumstances, other Fund shares may be aggregated with your current purchase under the Right of Accumulation as described in the SAI. For purposes of determining the Amount of Purchase, all qualifying shares held at the time of purchase will be valued at their current market value.
You should also note that if you provide the Funds transfer agent a signed written letter of intent to invest a total of at least $50,000 in Class A Shares in one or more of the HSBC Funds within a 13 month period, any investments you make during the 13 months will be treated as though the total quantity were invested in one lump sum and you will receive the discounted sales charge based on your investment commitment. You must, however, inform the transfer agent that the letter of intent is in effect each time shares are purchased. Each purchase will be made at net asset value plus the sales charge applicable at the time of such purchase to a single transaction of the total amount indicated in the letter of intent.
In addition to the information provided in this prospectus and the SAI, information about sales charge discounts is available from your broker or financial intermediary and, free of charge, on the Funds website at www.investorfunds.us.hsbc.com.
Class A Shares
Sales Charge Reductions
Reduced sales charges for Class A Shares are available to shareholders with investments of $50,000 or more. In addition, you may qualify for reduced sales charges under the following circumstances. See the SAI for additional details.
| ● |
Letter of Intent.
You inform a Fund in
writing that you intend to purchase enough shares over a 13-month period
to qualify for a reduced sales charge. You must include a minimum of 5% of
the total amount you intend to purchase with your letter of
intent. |
| ● |
Right of
Accumulation. When the
value of Class A Shares that were subject to a sales charge at the time of
acquisition, and/or any Class B or Class C Shares, that you already own
plus the amount you intend to invest in Class A Shares reaches the amount
needed to qualify for reduced sales charges, your added investment will
qualify for the reduced sales charge. You must, at the time of purchase,
give the Funds transfer agent sufficient information
to permit confirmation of your qualification for the right of
accumulation. |
| ● |
Combination Privilege. In addition to combining share classes (to the extent set forth above), you can combine accounts of multiple HSBC Funds (excluding the HSBC Funds that are money market funds (the HSBC Money Market Funds)) or accounts of immediate family household members (spouse and children under the age of 21) to achieve reduced sales charges. The reduced sales charge will apply only to current purchases and must be requested in writing when you buy your shares. If you qualify for a reduced sales charge, it will apply to the total amount of money being invested, even if only a portion of that amount exceeds the breakpoint for the reduced sales charge. For example, if you already own qualifying Class A Shares of an HSBC Fund with a value of $40,000 and wish to invest an additional $20,000 in Class A Shares of an HSBC Fund, the reduced initial sales charge of 4.25% or 4.50%, as applicable, will apply to the full $20,000 purchase and not just to the $10,000 in excess of the $50,000 breakpoint. To qualify for obtaining the discount applicable to a particular purchase, you or your financial intermediary must furnish the transfer agent with a list of the account numbers and the names in which your accounts are registered at the time the purchase is made. |
70
| Shareholder Information |
|
Distribution Arrangements/Sales
Charges |
Class A Shares
Waiver of Sales Charges
The following qualify for waivers of sales charges:
| ● |
Shares purchased by
investment representatives through fee-based investment products or
accounts. |
| ● |
Proceeds from
redemptions from any of the HSBC Funds within 60 days after redemption, if
you paid a front-end sales charge for those
shares. |
| ● |
Proceeds from
redemptions of Class B Shares of any of the HSBC Funds within 60 days
after redemption. |
| ● |
Proceeds from redemption
of Class A Shares received from the automatic conversion of Class B Shares
of any of the HSBC Funds or Class C Shares of any of the World Selection
Funds within 60 days after redemption of the Class A
Shares. |
| ● |
Proceeds from
redemptions of Class A Shares of any HSBC Money Market Fund within 60 days
after redemption, if you purchased the shares of the HSBC Money Market
Fund with the proceeds of Class A Shares of any of the HSBC Funds on which
you paid a front-end sales charge or which were received from the
automatic conversion of Class B Shares of any of the HSBC Funds or Class C
Shares of any of the World Selection Funds. |
| ● |
Reinvestment of
distributions from a deferred compensation plan, agency, trust, or custody
account that was maintained by the Adviser or its affiliates or invested
in any of the HSBC Funds. |
| ● |
Shares purchased for
trust or other advisory accounts established with the Adviser or its
affiliates. |
| ● |
Shares purchased by
tax-qualified employee benefit plans. |
| ● |
Shares purchased by directors, trustees, employees, and family members of the Adviser or its affiliates and any organization that provides services to the HSBC Funds; current and retired Fund trustees; dealers who have an agreement with the Distributor; and any trade organization to which the Adviser or the Sub-Administrator belongs. |
Additional information concerning your ability to qualify for sales charge reductions is set forth in the SAI. You can obtain a copy of the SAI on the Funds website at www.investorfunds.us.hsbc.com.
Distribution (12b-1) and Shareholder Servicing Fees
The Funds have adopted Distribution (12b-1) Plans for Class A, Class B and Class C Shares. 12b-1 fees compensate the Distributor and other dealers and investment representatives for services and expenses relating to the sale and distribution of the Funds shares and/or for providing shareholder services. 12b-1 fees are paid from Fund assets on an ongoing basis, will decrease the return on your investment and may cost you more than paying other types of sales charges. The Funds have also adopted a Shareholder Services Plan for Class A, Class B and Class C Shares. The Shareholder Services Plan provides that certain financial institutions and securities brokers (Shareholder Servicing Agents) provide certain services to the shareholders of the Funds, including performing certain shareholder account, administrative and service functions.
| ● |
The 12b-1 fees and shareholder services fees vary by share class as follows: |
| ● |
Class A Shares may pay a 12b-1 fee of up to 0.25% of the average daily net assets of the Class A Shares of the applicable Fund. Class A Shares have a non-compensatory 12b-1 Plan. No payments have been made under this plan and there is no current intention to charge this fee. |
71
| Shareholder Information |
|
Distribution Arrangements/Sales
Charges |
| ● |
Class B and Class C
Shares pay a 12b-1 fee of up to 0.75% of the average daily net assets of
the respective classes of the applicable Fund. This will cause expenses
for Class B and Class C Shares to be higher and dividends to be lower than
for Class A Shares. | |
| ● |
The higher 12b-1 fee on
Class B and Class C Shares, together with the CDSC, helps sell Class B and
Class C Shares without an up-front sales charge. In particular, these
fees help to defray the costs of advancing brokerage commissions to
investment representatives. | |
| ● |
In addition to the 12b-1
fees, Class A, Class B and Class C Shares are subject to a shareholder
servicing fee of up to 0.25% of the average daily net assets of the
respective classes of the Funds. | |
| ● |
The combination of the 12b-1 fees and shareholder servicing fees will not exceed 0.50% of the average daily net assets for the Class A Shares, and 1.00% of the average daily net assets of the respective classes of the Funds for the Class B and Class C Shares. | |
Long-term Class B and Class C shareholders may pay indirectly more than the equivalent of the maximum permitted front-end sales charge due to the recurring nature of 12b-1 distribution and shareholder service fees.
Class B Shares
Investors may be subject to a CDSC on redemptions of Class B Shares. In such cases, the CDSC will be as illustrated in the chart.
| CDSC as a % of Dollar | |
| Years Since Purchase | Amount Subject to Charge |
| 0-1 | 4.00% |
| 1-2 | 3.00% |
| 2-3 | 2.00% |
| 3-4 | 1.00% |
| more than 4 | None |
The CDSC will be based upon the lower of the NAV at the time of purchase or the NAV at the time of redemption. There is no CDSC on reinvested dividends or distributions.
If you sell some but not all of your Class B Shares, shares not subject to the CDSC (i.e., shares purchased with reinvested dividends) will be redeemed first, followed by shares subject to the lowest CDSC (typically shares held for the longest time).
Class C Shares
Class C Shares of the Funds may be purchased for individual accounts in amounts of less than $100,000. There is no sales charge imposed upon purchases of Class C Shares, but investors may be subject to a CDSC. Specifically, if you redeem Class C Shares of the Funds, your redemption may be subject to a 1.00% CDSC if the shares are redeemed less than one year after the date of original purchase of the Class C Shares. The CDSC will be assessed on the lesser of the NAV at the time of redemption or the NAV at the time of purchase.
If you sell some but not all of your Class C Shares, shares not subject to the CDSC (i.e., shares purchased with reinvested dividends) will be redeemed first.
72
| Shareholder Information |
|
Distribution Arrangements/Sales
Charges |
Conversion FeatureClass B Shares and Class C Shares
| ● |
Class B Shares of the
Funds will convert automatically to Class A Shares of the same Fund after
six years from the beginning of the calendar month in which the Class B
Shares were originally purchased. |
| ● |
Class C Shares of the
Funds will convert automatically to Class A Shares of the same Fund after
five years from the beginning of the calendar month in which the Class C
Shares were originally purchased. |
| ● |
After conversion, your
shares will be subject to the lower combined distribution and shareholder
servicing fees charged on Class A Shares which will increase your
investment return compared to the Class B Shares or Class C
Shares. |
| ● |
You will not pay any
sales charge or fees when your shares convert, nor will the transaction be
subject to any tax. |
| ● |
If you purchased Class B Shares of one Fund which you exchanged for Class B Shares of another Fund, or Class C Shares of one Fund which you exchanged for Class C Shares of another Fund, your holding period will be calculated from the time of your original purchase. The dollar value of Class A Shares you receive will equal the dollar value of the Class B Shares or Class C Shares converted. |
Waiver of Sales ChargesClass B Shares and Class C Shares
The following qualify for waivers of sales charges:
| ● |
Distributions following
the death or disability of a shareholder. |
| ● |
Redemptions representing
the required minimum distribution from an IRA or a Custodial Account to a
shareholder who has reached age 70½. |
| ● |
Redemptions representing the required minimum distribution from 401(k) retirement plans where such redemptions are necessary to make distributions to plan participants. |
Distribution and Shareholder Servicing ArrangementsRevenue Sharing
The Adviser and/or its affiliates may, out of their own resources, and without cost to any Fund, assist in the sale, distribution and/or servicing of a Funds shares. Without limiting the foregoing, the Adviser and/or its affiliates may, out of their own resources, and without cost to any Fund, provide compensation to selected financial intermediaries for marketing and/or shareholder recordkeeping, processing, accounting and/or other administrative services in connection with the sale, distribution and/or servicing of shares and shareholders of the Fund. These payments, which may be significant, are not paid by the Funds, and therefore, do not increase Fund expenses. Accordingly, these payments are not included in the fee and expense tables in this Prospectus. In addition, these payments do not change the price paid by shareholders for the purchase of Fund shares, the amount the Funds receive as proceeds from such sales or the fees and expenses paid by the Funds. Historically, these payments have generally been structured as a percentage of average net assets attributable to the financial intermediary, but may also be structured as a fixed dollar amount, or a combination of the two, or may be calculated on another appropriate basis. These payments are in addition to commissions and 12b-1 fees, shareholder servicing fees and sales charges borne by shareholders. The making of these payments creates a conflict of interest for a financial intermediary receiving such payments to recommend the Funds over another investment. Shareholders should ask their financial intermediaries about how they will be compensated for investments made in the Funds.
Exchanging Your Shares
If exchanging your shares through your financial adviser or broker, ask him or her for exchange procedures. Your adviser and/or broker may have transaction minimums and/or transaction times that will affect your exchange. For all other redemption transactions, follow the instructions below.
You can exchange your shares in one Fund for shares of the same class of another HSBC Fund, usually without paying additional sales charges (see Notes on Exchanges). Transaction fees are generally not charged for exchanges.
You must meet the minimum investment requirements for the HSBC Fund into which you are exchanging. Exchanges from one HSBC Fund to another are taxable.
73
| Shareholder Information |
|
Exchanging Your Shares |
Instructions for Exchanging Shares
Exchanges may be made by sending a written request to HSBC Funds, PO Box 8106, Boston, MA 02266-8106 or by calling 1-800-782-8183. Please provide the following information:
| ● |
Your name and telephone
number |
| ● |
The exact name on your
account and account number |
| ● |
Taxpayer identification
number (usually your social security number) |
| ● |
Dollar value or number
of shares to be exchanged |
| ● |
The name of the Fund
from which the exchange is to be made |
| ● |
The name of the Fund into which the exchange is being made |
See Selling Your Shares for important information about telephone transactions.
To prevent disruption in the management of the Funds due to market timing strategies, excessive exchange activity may be limited.
Notes on Exchanges
When exchanging from an HSBC Fund that has no sales charge or a lower sales charge to an HSBC Fund with a higher sales charge, you will pay the difference.
The registration and tax identification numbers of the two accounts must be identical.
The Exchange Privilege (including automatic exchanges) may be changed or eliminated at any time upon a 60-day notice to shareholders.
Be sure to read carefully the prospectus of any HSBC Fund into which you wish to exchange shares.
Class A Shares of the Funds may be exchanged for Class D Shares of the HSBC Money Market Funds only if you are otherwise eligible to hold Class D Shares. In all other cases, you will receive Class A Shares of the HSBC Money Market Funds in exchange for your Class A Shares of any of the HSBC Funds.
Delivery of Shareholder Documents
In an effort to reduce the cost associated with the printing and mailing of prospectuses, annual reports and semi-annual reports as well as reduce the likelihood of our shareholders receiving duplicative mailings, the Funds intend to mail only one prospectus and shareholder report to shareholders having the same last name and residing at a common address. If you wish to receive separate copies of the prospectuses and shareholder reports, please contact your financial advisor or registered representative at the institution where you have your account.
If you are a client of HSBC Securities (USA) Inc., please send your request to the address below:
HSBC Securities (USA)
Inc.
P.O. Box 4217
Buffalo, NY 14240-8929
If you have any questions regarding the delivery of shareholder documents, please call 1-800-662-3343.
If your account is held directly with a Fund, please mail your request to the address below:
HSBC Funds
PO Box
8106
Boston, MA 02266-8106
If you have any questions regarding the delivery of shareholder documents, please call 1-800-782-8183.
The Funds will begin sending you individual copies of prospectuses and shareholder reports thirty days after receiving your request
74
| Shareholder Information |
Other Information
The prospectus and SAI, related regulatory filings, and any other Fund communications or disclosure documents do not purport to create any contractual obligations between the Fund and shareholders. The Fund may amend any of these documents or enter into (or amend) a contract on behalf of the Fund without shareholder approval except where shareholder approval is specifically required. Furthermore, shareholders are not intended to be third-party beneficiaries of any contracts entered into by (or on behalf of) the Fund, including contracts with the Adviser, Subadviser or other parties who provide services to the Fund.
Dividends, Distributions and Taxes
Dividends and Distributions
All dividends and distributions will be automatically reinvested unless you request otherwise. There are no sales charges on reinvestments. Dividends are higher for Class A Shares than for Class B and C Shares, because Class A Shares have lower operating expenses. Capital gains are distributed at least annually.
Distributions are made on a per share basis regardless of how long youve owned your shares. Therefore, if you invest shortly before the distribution date, some of your investment will be returned to you in the form of a distribution, which will generally be taxable. To the extent permitted by law, a Fund retains the right to temporarily suspend paying dividends if it is believed to be in the best interest of the Fund.
Taxes
The Funds can have income, gains or losses from any distributions or redemptions in the Underlying Funds. Distributions of the long-term capital gains of either the Funds or Underlying Funds will generally be taxed as long-term capital gains. Other distributions, including short-term capital gains, will be taxed as ordinary income.
A Fund cannot use gains distributed by one Underlying Fund to offset losses in another Underlying Fund. Redemptions of shares in an Underlying Fund, including those resulting from allocation changes, could also cause additional distributable gains to shareholders, a portion of which may be short-term capital gains distributable as ordinary income. Further, a portion of any losses on Underlying Fund share redemptions may be deferred under the wash sale rules. As a result of these factors, the Funds fund-of-funds structure could affect the amount, timing and character of distributions to shareholders. A Fund is generally able to pass through from the Underlying Funds the potential benefit from the foreign tax credit, provided that at least 50% of such Funds total assets are invested in other regulated investment companies.
The following information is meant as a general summary of tax matters for U.S. taxpayers. Please see the Funds SAI for more information. Because everyones tax situation is unique, you should rely on your own tax advisor for advice about the particular federal, state and local tax consequences to you of investing in a Fund.
| ● |
A Fund generally will
not have to pay income tax on amounts it distributes to shareholders,
although shareholders will be taxed on distributions they
receive. |
| ● |
Any income a Fund
receives and any capital gain that a Fund derives is paid out, less
expenses, to its shareholders. |
| ● |
The Income Strategy Fund
intends to declare and pay dividends from net investment income, if any,
monthly. The Conservative Strategy Fund and the Moderate Fund intend to
declare and pay dividends from net investment income, if any, quarterly.
The Balanced Strategy Fund and the Aggressive Strategy Fund intend to
declare and pay dividends from net investment income, if any, at least
annually. Net capital gains, if any, for all Funds are distributed at
least annually. Unless a shareholder elects to receive them in cash,
dividends and distributions will be automatically invested in additional
shares of a Fund. |
| ● |
Dividends and
distributions are treated in the same manner for federal income tax
purposes whether you receive them in cash or in additional
shares. |
| ● |
Subject to certain limitations, qualifying dividends on corporate stock that are designated as qualified dividend income are eligible for a reduced maximum rate to individuals of 15% or 20%, depending on whether the individuals income exceeds certain threshold amounts. |
75
| Shareholder Information |
|
Dividends, Distributions and
Taxes |
| ● |
Any portion of a Funds
dividend that is derived from interest will not qualify for the reduced
rate of tax that may apply to certain qualifying dividends on corporate
stock, as described above. Instead, dividends attributable to interest
will be taxed at the ordinary income tax rate applicable to the taxpayer.
This may be particularly applicable to the Conservative Fund whose asset
allocation favors fixed income investments. If a Fund reports a dividend
as a capital gain distribution (e.g., when the Fund has a gain from the
sale of an asset that the Fund held for more than one year), you will pay
tax on that dividend at the long-term capital gains tax rate, no matter
how long you have held your Fund shares. Distributions of short-term
capital gains (e.g., when a Fund has a gain from the sale of an asset it
held for one year or less) are taxable at ordinary income tax
rates. |
| ● |
An additional 3.8%
Medicare tax is imposed on certain net investment income (including
ordinary dividends and capital gain distributions received from a Fund and
net gains from redemptions or other taxable dispositions of Fund shares)
of U.S. individuals, estates and trusts to the extent that such persons
modified adjusted gross income (in the case of an individual) or
adjusted gross income (in the case of an estate or trust) exceeds
certain threshold amounts. |
| ● |
Dividends are taxable in
the year in which they are paid or deemed paid, even if they appear on
your account statement the following year. If a Fund declares a dividend
in October, November or December of a year and distributes the dividend in
January of the next year, you may be taxed as if you received it in the
year declared rather than the year received. |
| ● |
There may be tax
consequences to you if you dispose of your shares in a Fund, for example,
through redemption, exchange or sale. The amount of any gain or loss and
the rate of tax will depend mainly upon how much you pay for the shares,
how much you sell them for, and how long you held
them. |
| ● |
Any loss recognized on
shares held for six months or less will be treated as long-term capital
loss to the extent of any long-term capital gain distributions that were
received with respect to the shares. Additionally, any loss realized on a
sale or exchange of shares of a Fund may be disallowed under wash sale
rules to the extent the shares disposed of are replaced within a period of
61 days beginning 30 days before and ending 30 days after disposition
including replacement pursuant to a dividend reinvestment in shares of the
Fund. If disallowed, the loss will be reflected in an adjustment to the
tax basis of the shares acquired. |
| ● |
The Internal Revenue
Code requires the Funds to report to the Internal Revenue Service, and
furnish to Fund shareholders, cost basis information for Fund shares
purchased on or after January 1, 2012, and sold on or after that date. The
Funds will permit Fund shareholders to elect from among several cost basis
methods accepted by the Internal Revenue Service, including average cost.
In the absence of an election by a shareholder, the Funds will use the
average cost method with respect to that
shareholder. |
| ● |
Information regarding
the federal tax status of distributions made by the Funds will be mailed
by February 15th of each year. The notice will tell you which dividends
must be treated as taxable ordinary income and which (if any) are
long-term capital gain. Depending on your residence for tax purposes,
distributions also may be subject to state and local taxes, including
withholding taxes. |
| ● |
If you buy shares of a
Fund before it makes a taxable distribution, the distribution will be
taxable to you even though it may actually be a return of a portion of
your investment. This is known as buying a
dividend. |
| ● |
As with all mutual
funds, the Funds may be required to withhold U.S. federal income tax at
the rate of 28% of all taxable distributions payable to you if you fail to
provide the Funds with your correct taxpayer identification number or to
make required certifications, or if you have been notified by the IRS that
you are subject to backup withholding. Backup withholding is not an
additional tax, but is a method in which the IRS ensures that it will
collect taxes otherwise due. Any amounts withheld may be credited against
your U.S. federal income tax liability. |
| ● |
Foreign shareholders are
generally subject to special withholding requirements. If a Fund elects to
report distributions of U.S. source interest and short-term capital gains,
such distributions may be paid to foreign shareholders free of
withholding. A Fund has the option of not accepting purchase orders from
non-U.S. investors. |
| ● |
If you invest through a
tax-deferred retirement account, such as an IRA, you generally will not
have to pay tax on dividends or capital gains until they are distributed
from the account. These accounts are subject to complex tax rules, and you
should consult your tax adviser about investment through a tax-deferred
account. |
| ● |
There is a penalty on
certain pre-retirement distributions from retirement
accounts. |
| ● |
The Funds are required to withhold U.S. tax (at a 30% rate) on payments of dividends and (effective January 1, 2019) redemption proceeds and certain capital gains dividends made to certain non-U.S. entities that fail to comply (or be deemed compliant) with extensive new reporting and withholding requirements designed to inform the U.S. Department of the Treasury of U.S.-owned foreign investment accounts. Shareholders may be requested to provide additional information to the Fund to enable the Fund to determine whether withholding is required. |
76
| Financial Highlights |
The financial highlights table is intended to help you understand the Funds financial performance for the past 5 years or, if shorter, the period of the Funds operations. Certain information reflects financial results for a single Fund share. The total returns in the table represent the rate that an investor would have earned or lost on an investment in a Fund (assuming reinvestment of all dividends and distributions). This information has been derived from information audited by PricewaterhouseCoopers LLP beginning with the fiscal year ended October 31, 2015 and thereafter, and by KPMG LLP for the fiscal years ended October 31, 2014 and prior, whose reports, along with the Funds financial statements, are incorporated herein by reference and included in the Funds annual report, which is available upon request.
Effective June 24, 2016, the Funds, which were series of HSBC Funds, a Massachusetts business trust, reorganized with and into corresponding series of HSBC Funds, a Delaware statutory trust (the Reorganization). Upon completion of the Reorganization, the respective share classes of each Fund assumed the performance, financial and other historical information of those of the corresponding predecessor fund.
77
| AGGRESSIVE STRATEGY FUND |
| Financial Highlights |
Selected data for a share outstanding throughout the periods indicated*
| Investment Activities | Distributions | Ratios/Supplementary Data | |||||||||||||||||||||||||||||||||||||||||||||||||
| Ratio of Net | Ratio of | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Net Realized | Investment | Expenses | |||||||||||||||||||||||||||||||||||||||||||||||||
| and | Income/ | to Average | |||||||||||||||||||||||||||||||||||||||||||||||||
| Net Asset | Net | Unrealized | Net Realized | Net Assets | Ratio of Net | (Loss) to | Net Assets | ||||||||||||||||||||||||||||||||||||||||||||
| Value, | Investment | Gains/ | Total from | Net | Gains from | Net Asset | at End | Expenses | Average | (Excluding | Portfolio | ||||||||||||||||||||||||||||||||||||||||
| Beginning | Income | (Losses) from | Investment | Investment | Investment | Total | Value, End | Total | of Period | to Average | Net Assets | Fee | Turnover | ||||||||||||||||||||||||||||||||||||||
| of Period | (Loss)(a)(b) | Investments | Activities | Income | Transactions | Distributions | of Period | Return(c) | (000s) | Net Assets | (b) | Reductions) | (d) | ||||||||||||||||||||||||||||||||||||||
| CLASS A SHARES | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Year Ended October 31, 2016 | $ | 11.45 | $ | 0.12 | $ | | $ | 0.12 | $ | (0.09 | ) | $ | | $ | (0.09 | ) | $ | 11.48 | 1.11 | % | $ | 10,395 | 1.50 | % | 1.05 | % | 1.78 | % | 50 | % | |||||||||||||||||||||
| Year Ended October 31, 2015 | 15.53 | 0.10 | (0.32 | ) | (0.22 | ) | (0.09 | ) | (3.77 | ) | (3.86 | ) | 11.45 | (1.90 | )% | 10,880 | 1.49 | % | 0.85 | % | 1.49 | % | 7 | % | |||||||||||||||||||||||||||
| Year Ended October 31, 2014 | 15.58 | 0.14 | 0.85 | 0.99 | (0.17 | ) | (0.87 | ) | (1.04 | ) | 15.53 | 6.64 | % | 11,375 | 1.42 | % | 0.89 | % | 1.42 | % | 116 | %(e) | |||||||||||||||||||||||||||||
| Year Ended October 31, 2013 | 12.77 | 0.12 | 2.73 | 2.85 | (0.04 | ) | | (0.04 | ) | 15.58 | 22.38 | % | 11,106 | 1.50 | % | 0.86 | % | 1.50 | % | 37 | % | ||||||||||||||||||||||||||||||
| Year Ended October 31, 2012 | 11.96 | 0.02 | 0.89 | 0.91 | (0.10 | ) | | (0.10 | ) | 12.77 | 7.72 | % | 10,136 | 1.50 | % | 0.16 | % | 1.66 | % | 71 | % | ||||||||||||||||||||||||||||||
| CLASS B SHARES | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Year Ended October 31, 2016 | 10.68 | 0.03 | | 0.03 | | | | 10.71 | 0.31 | % | 2,271 | 2.25 | % | 0.27 | % | 2.49 | % | 50 | % | ||||||||||||||||||||||||||||||||
| Year Ended October 31, 2015 | 14.75 | 0.01 | (0.30 | ) | (0.29 | ) | (0.01 | ) | (3.77 | ) | (3.78 | ) | 10.68 | (2.69 | )% | 3,795 | 2.24 | % | 0.10 | % | 2.24 | % | 7 | % | |||||||||||||||||||||||||||
| Year Ended October 31, 2014 | 14.84 | 0.02 | 0.82 | 0.84 | (0.06 | ) | (0.87 | ) | (0.93 | ) | 14.75 | 5.90 | % | 4,920 | 2.17 | % | 0.15 | % | 2.17 | % | 116 | %(e) | |||||||||||||||||||||||||||||
| Year Ended October 31, 2013 | 12.22 | 0.01 | 2.61 | 2.62 | | | | 14.84 | 21.44 | % | 5,604 | 2.25 | % | 0.11 | % | 2.25 | % | 37 | % | ||||||||||||||||||||||||||||||||
| Year Ended October 31, 2012 | 11.45 | (0.07 | ) | 0.85 | 0.78 | (0.01 | ) | | (0.01 | ) | 12.22 | 6.87 | % | 5,870 | 2.25 | % | (0.57 | )% | 2.40 | % | 71 | % | |||||||||||||||||||||||||||||
| CLASS C SHARES | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Year Ended October 31, 2016 | 10.61 | 0.03 | 0.01 | 0.04 | (0.01 | ) | | (0.01 | ) | 10.64 | 0.34 | % | 787 | 2.25 | % | 0.30 | % | 2.50 | % | 50 | % | ||||||||||||||||||||||||||||||
| Year Ended October 31, 2015 | 14.68 | 0.01 | (0.30 | ) | (0.29 | ) | (0.01 | ) | (3.77 | ) | (3.78 | ) | 10.61 | (2.68 | )% | 1,013 | 2.24 | % | 0.10 | % | 2.24 | % | 7 | % | |||||||||||||||||||||||||||
| Year Ended October 31, 2014 | 14.78 | 0.02 | 0.82 | 0.84 | (0.07 | ) | (0.87 | ) | (0.94 | ) | 14.68 | 5.89 | % | 1,525 | 2.17 | % | 0.16 | % | 2.17 | % | 116 | %(e) | |||||||||||||||||||||||||||||
| Year Ended October 31, 2013 | 12.17 | 0.02 | 2.59 | 2.61 | | | | 14.78 | 21.45 | % | 1,673 | 2.25 | % | 0.12 | % | 2.25 | % | 37 | % | ||||||||||||||||||||||||||||||||
| Year Ended October 31, 2012 | 11.43 | (0.07 | ) | 0.85 | 0.78 | (0.04 | ) | | (0.04 | ) | 12.17 | 6.83 | % | 1,713 | 2.25 | % | (0.56 | )% | 2.40 | % | 71 | % | |||||||||||||||||||||||||||||
| * |
The per share amounts and percentages reflect income and expenses assuming inclusion of the Funds proportionate share of the income and expenses of the master HSBC Portfolios that the fund invested in as part of a master-feeder structure during the fiscal years ended October 31, 2012, 2013 and 2014. The Fund does not include expenses of the affiliated and unaffiliated investment companies in which the Fund invests. | |
|
Amounts designated as - are $0.00 or have been rounded to $0.00. | ||
| (a) |
Calculated based on average shares outstanding. | |
| (b) |
Net investment income (loss) is affected by the timing of distributions from the affiliated and unaffiliated investment companies in which the Fund invests. | |
| (c) |
Total return calculations do not include any sales or redemption charges. | |
| (d) |
Portfolio turnover is calculated on the basis of the Fund as a whole without distinguishing between the classes of shares issued. For the fiscal years ended October 31, 2012, 2013 and 2014, the portfolio turnover rate was calculated by aggregating the results of multiplying the Funds investment percentage in the master HSBC Portfolios, affiliated and unaffiliated investment companies by their corresponding portfolio turnover rates. | |
| (e) |
The portfolio turnover rate for the year ended October 31, 2014 was higher than prior years primarily due to a realignment of the funds investments. | |
78
| BALANCED STRATEGY FUND |
| Financial Highlights |
Selected data for a share outstanding throughout the periods indicated*
| Investment Activities | Distributions | Ratios/Supplementary Data | |||||||||||||||||||||||||||||||||||||||||||||||||
| Net Asset Value, Beginning of Period |
Net Investment Income (Loss)(a)(b) |
Net Realized and Unrealized Gains/ (Losses) from Investments |
Total from Investment Activities |
Net Investment Income |
Net Realized Gains from Investment Transactions |
Total Distributions |
Net Asset Value, End of Period |
Total Return(c) |
Net Assets at End of Period (000s) |
Ratio of Net Expenses to Average Net Assets |
Ratio of Net Investment Income/ (Loss) to Average Net Assets (b) |
Ratio of Expenses to Average Net Assets (Excluding Fee Reductions) |
Portfolio Turnover (d) | ||||||||||||||||||||||||||||||||||||||
| CLASS A SHARES | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Year Ended October 31, 2016 | $ | 11.17 | $ | 0.20 | $ | 0.04 | $ | 0.24 | $ | (0.17 | ) | $ | | $ | (0.17 | ) | $ | 11.24 | 2.25 | % | $ | 26,116 | 1.23 | % | 1.79 | % | 1.23 | % | 38 | % | |||||||||||||||||||||
| Year Ended October 31, 2015 | 14.07 | 0.18 | (0.43 | ) | (0.25 | ) | (0.19 | ) | (2.46 | ) | (2.65 | ) | 11.17 | (2.06 | )% | 25,765 | 1.07 | % | 1.55 | % | 1.07 | % | 16 | % | |||||||||||||||||||||||||||
| Year Ended October 31, 2014 | 14.39 | 0.23 | 0.59 | 0.82 | (0.28 | ) | (0.86 | ) | (1.14 | ) | 14.07 | 6.07 | % | 28,245 | 1.06 | % | 1.64 | % | 1.06 | % | 105 | %(e) | |||||||||||||||||||||||||||||
| Year Ended October 31, 2013 | 12.66 | 0.24 | 1.72 | 1.96 | (0.23 | ) | | (0.23 | ) | 14.39 | 15.76 | % | 28,746 | 1.04 | % | 1.79 | % | 1.04 | % | 35 | % | ||||||||||||||||||||||||||||||
| Year Ended October 31, 2012 | 12.07 | 0.23 | 0.75 | 0.98 | (0.39 | ) | | (0.39 | ) | 12.66 | 8.51 | % | 29,490 | 1.15 | % | 1.89 | % | 1.15 | % | 62 | % | ||||||||||||||||||||||||||||||
| CLASS B SHARES | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Year Ended October 31, 2016 | 11.12 | 0.12 | 0.05 | 0.17 | (0.11 | ) | | (0.11 | ) | 11.18 | 1.56 | % | 6,226 | 1.95 | % | 1.10 | % | 1.95 | % | 38 | % | ||||||||||||||||||||||||||||||
| Year Ended October 31, 2015 | 14.02 | 0.09 | (0.44 | ) | (0.35 | ) | (0.09 | ) | (2.46 | ) | (2.55 | ) | 11.12 | (2.88 | )% | 10,309 | 1.82 | % | 0.78 | % | 1.82 | % | 16 | % | |||||||||||||||||||||||||||
| Year Ended October 31, 2014 | 14.33 | 0.12 | 0.60 | 0.72 | (0.17 | ) | (0.86 | ) | (1.03 | ) | 14.02 | 5.33 | % | 13,212 | 1.81 | % | 0.90 | % | 1.81 | % | 105 | %(e) | |||||||||||||||||||||||||||||
| Year Ended October 31, 2013 | 12.60 | 0.14 | 1.72 | 1.86 | (0.13 | ) | | (0.13 | ) | 14.33 | 14.89 | % | 15,633 | 1.80 | % | 1.05 | % | 1.80 | % | 35 | % | ||||||||||||||||||||||||||||||
| Year Ended October 31, 2012 | 12.01 | 0.14 | 0.75 | 0.89 | (0.30 | ) | | (0.30 | ) | 12.60 | 7.66 | % | 16,805 | 1.91 | % | 1.18 | % | 1.91 | % | 62 | % | ||||||||||||||||||||||||||||||
| CLASS C SHARES | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Year Ended October 31, 2016 | 11.13 | 0.12 | 0.05 | 0.17 | (0.07 | ) | | (0.07 | ) | 11.23 | 1.54 | % | 2,252 | 1.95 | % | 1.12 | % | 1.95 | % | 38 | % | ||||||||||||||||||||||||||||||
| Year Ended October 31, 2015 | 14.04 | 0.09 | (0.44 | ) | (0.35 | ) | (0.10 | ) | (2.46 | ) | (2.56 | ) | 11.13 | (2.87 | )% | 3,923 | 1.82 | % | 0.75 | % | 1.82 | % | 16 | % | |||||||||||||||||||||||||||
| Year Ended October 31, 2014 | 14.35 | 0.13 | 0.59 | 0.72 | (0.17 | ) | (0.86 | ) | (1.03 | ) | 14.04 | 5.33 | % | 5,559 | 1.81 | % | 0.90 | % | 1.81 | % | 105 | %(e) | |||||||||||||||||||||||||||||
| Year Ended October 31, 2013 | 12.62 | 0.14 | 1.72 | 1.86 | (0.13 | ) | | (0.13 | ) | 14.35 | 14.87 | % | 5,544 | 1.80 | % | 1.04 | % | 1.80 | % | 35 | % | ||||||||||||||||||||||||||||||
| Year Ended October 31, 2012 | 12.04 | 0.14 | 0.76 | 0.90 | (0.32 | ) | | (0.32 | ) | 12.62 | 7.77 | % | 5,908 | 1.91 | % | 1.18 | % | 1.91 | % | 62 | % | ||||||||||||||||||||||||||||||
| * |
The per share amounts and percentages reflect income and expenses assuming inclusion of the Funds proportionate share of the income and expenses of the master HSBC Portfolios that the fund invested in as part of a master-feeder structure during the fiscal years ended October 31, 2012, 2013 and 2014. The Fund does not include expenses of the affiliated and unaffiliated investment companies in which the Fund invests. | |
|
Amounts designated as - are $0.00 or have been rounded to $0.00. | ||
| (a) |
Calculated based on average shares outstanding. | |
| (b) |
Net investment income (loss) is affected by the timing of distributions from the affiliated and unaffiliated investment companies in which the Fund invests. | |
| (c) |
Total return calculations do not include any sales or redemption charges. | |
| (d) |
Portfolio turnover is calculated on the basis of the Fund as a whole without distinguishing between the classes of shares issued. For the fiscal years ended October 31, 2012, 2013 and 2014, the portfolio turnover rate was calculated by aggregating the results of multiplying the Funds investment percentage in the master HSBC Portfolios, affiliated and unaffiliated investment companies by their corresponding portfolio turnover rates. | |
| (e) |
The portfolio turnover rate for the year ended October 31, 2014 was higher than prior years primarily due to a realignment of the funds investments. | |
79
| MODERATE STRATEGY FUND |
| Financial Highlights |
Selected data for a share outstanding throughout the periods indicated*
| Investment Activities | Distributions | Ratios/Supplementary Data | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net
Asset Value, Beginning of Period |
Net Investment Income (Loss)(a)(b) |
Net Realized and Unrealized Gains/ (Losses) from Investments |
Total
from Investment Activities |
Net Investment Income |
Net Realized Gains from Investment Transactions |
Tax Return of Capital |
Total Distributions |
Net Asset Value, End of Period |
Total Return(c) |
Net Assets at End of Period (000s) |
Ratio of Net Expenses to Average Net Assets |
Ratio of
Net Investment Income/ (Loss) to Average Net Assets (b) |
Ratio of Expenses to Average Net Assets (Excluding Fee Reductions) |
Portfolio Turnover (d) | |||||||||||||||||||||||||||||||||||||||||
| CLASS A SHARES | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Year Ended October 31, 2016 | $ | 10.90 | $ | 0.19 | $ | 0.12 | $ | 0.31 | $ | (0.19 | ) | $ | | $ | (0.01 | ) | $ | (0.20 | ) | $ | 11.01 | 2.90 | % | $ | 26,336 | 1.25 | % | 1.80 | % | 1.25 | % | 33 | % | ||||||||||||||||||||||
| Year Ended October 31, 2015 | 12.76 | 0.18 | (0.37 | ) | (0.19 | ) | (0.17 | ) | (1.48 | ) | (0.02 | ) | (1.67 | ) | 10.90 | (1.62 | )% | 24,841 | 1.11 | % | 1.62 | % | 1.11 | % | 31 | % | |||||||||||||||||||||||||||||
| Year Ended October 31, 2014 | 12.88 | 0.21 | 0.43 | 0.64 | (0.26 | ) | (0.50 | ) | | (0.76 | ) | 12.76 | 5.21 | % | 26,294 | 1.09 | % | 1.68 | % | 1.09 | % | 102 | %(e) | ||||||||||||||||||||||||||||||||
| Year Ended October 31, 2013 | 11.88 | 0.23 | 1.04 | 1.27 | (0.27 | ) | | | (0.27 | ) | 12.88 | 10.80 | % | 24,671 | 1.08 | % | 1.86 | % | 1.08 | % | 30 | % | |||||||||||||||||||||||||||||||||
| Year Ended October 31, 2012 | 11.29 | 0.26 | 0.65 | 0.91 | (0.32 | ) | | | (0.32 | ) | 11.88 | 8.24 | % | 25,175 | 1.16 | % | 2.30 | % | 1.16 | % | 61 | % | |||||||||||||||||||||||||||||||||
| CLASS B SHARES | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Year Ended October 31, 2016 | 10.89 | 0.11 | 0.12 | 0.23 | (0.10 | ) | | (0.01 | ) | (0.11 | ) | 11.01 | 2.17 | % | 5,096 | 1.98 | % | 1.13 | % | 1.98 | % | 33 | % | ||||||||||||||||||||||||||||||||
| Year Ended October 31, 2015 | 12.75 | 0.10 | (0.38 | ) | (0.28 | ) | (0.08 | ) | (1.48 | ) | (0.02 | ) | (1.58 | ) | 10.89 | (2.42 | )% | 8,305 | 1.86 | % | 0.88 | % | 1.86 | % | 31 | % | |||||||||||||||||||||||||||||
| Year Ended October 31, 2014 | 12.87 | 0.12 | 0.42 | 0.54 | (0.16 | ) | (0.50 | ) | | (0.66 | ) | 12.75 | 4.42 | % | 11,831 | 1.84 | % | 0.93 | % | 1.84 | % | 102 | %(e) | ||||||||||||||||||||||||||||||||
| Year Ended October 31, 2013 | 11.87 | 0.14 | 1.04 | 1.18 | (0.18 | ) | | | (0.18 | ) | 12.87 | 10.04 | % | 15,407 | 1.83 | % | 1.12 | % | 1.83 | % | 30 | % | |||||||||||||||||||||||||||||||||
| Year Ended October 31, 2012 | 11.28 | 0.19 | 0.63 | 0.82 | (0.23 | ) | | | (0.23 | ) | 11.87 | 7.43 | % | 17,615 | 1.92 | % | 1.64 | % | 1.92 | % | 61 | % | |||||||||||||||||||||||||||||||||
| CLASS C SHARES | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Year Ended October 31, 2016 | 10.47 | 0.11 | 0.12 | 0.23 | (0.11 | ) | | (0.01 | ) | (0.12 | ) | 10.58 | 2.22 | % | 2,756 | 1.99 | % | 1.12 | % | 1.99 | % | 33 | % | ||||||||||||||||||||||||||||||||
| Year Ended October 31, 2015 | 12.36 | 0.10 | (0.38 | ) | (0.28 | ) | (0.11 | ) | (1.48 | ) | (0.02 | ) | (1.61 | ) | 10.47 | (2.44 | )% | 3,903 | 1.86 | % | 0.88 | % | 1.86 | % | 31 | % | |||||||||||||||||||||||||||||
| Year Ended October 31, 2014 | 12.50 | 0.11 | 0.42 | 0.53 | (0.17 | ) | (0.50 | ) | | (0.67 | ) | 12.36 | 4.46 | % | 4,521 | 1.84 | % | 0.93 | % | 1.84 | % | 102 | %(e) | ||||||||||||||||||||||||||||||||
| Year Ended October 31, 2013 | 11.55 | 0.13 | 1.01 | 1.14 | (0.19 | ) | | | (0.19 | ) | 12.50 | 9.96 | % | 4,109 | 1.83 | % | 1.10 | % | 1.83 | % | 30 | % | |||||||||||||||||||||||||||||||||
| Year Ended October 31, 2012 | 10.98 | 0.18 | 0.62 | 0.80 | (0.23 | ) | | | (0.23 | ) | 11.55 | 7.49 | % | 3,329 | 1.91 | % | 1.64 | % | 1.91 | % | 61 | % | |||||||||||||||||||||||||||||||||
| * |
The per share amounts and percentages reflect income and expenses assuming inclusion of the Funds proportionate share of the income and expenses of the master HSBC Portfolios that the fund invested in as part of a master-feeder structure during the fiscal years ended October 31, 2012, 2013 and 2014. The Fund does not include expenses of the affiliated and unaffiliated investment companies in which the Fund invests. | |
|
Amounts designated as - are $0.00 or have been rounded to $0.00. | ||
| (a) |
Calculated based on average shares outstanding. | |
| (b) |
Net investment income (loss) is affected by the timing of distributions from the affiliated and unaffiliated investment companies in which the Fund invests. | |
| (c) |
Total return calculations do not include any sales or redemption charges. | |
| (d) |
Portfolio turnover is calculated on the basis of the Fund as a whole without distinguishing between the classes of shares issued. For the fiscal years ended October 31, 2012, 2013 and 2014, the portfolio turnover rate was calculated by aggregating the results of multiplying the Funds investment percentage in the master HSBC Portfolios, affiliated and unaffiliated investment companies by their corresponding portfolio turnover rates. | |
| (e) |
The portfolio turnover rate for the year ended October 31, 2014 was higher than prior years primarily due to a realignment of the funds investments. | |
80
| CONSERVATIVE STRATEGY FUND |
| Financial Highlights |
Selected data for a share outstanding throughout the periods indicated*
| Investment Activities | Distributions | Ratios/Supplementary Data | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net
Asset Value, Beginning of Period |
Net Investment Income (Loss)(a)(b) |
Net Realized and Unrealized Gains/ (Losses) from Investments |
Total
from Investment Activities |
Net Investment Income |
Net Realized Gains from Investment Transactions |
Tax Return of Capital |
Total Distributions |
Net Asset Value, End of Period |
Total Return(c) |
Net Assets at End of Period (000s) |
Ratio of Net Expenses to Average Net Assets |
Ratio of
Net Investment Income/ (Loss) to Average Net Assets (b) |
Ratio of Expenses to Average Net Assets (Excluding Fee Reductions) |
Portfolio Turnover (d) | |||||||||||||||||||||||||||||||||||||||||
| CLASS A SHARES | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Year Ended October 31, 2016 | $ | 10.58 | $ | 0.15 | $ | 0.15 | $ | 0.30 | $ | (0.14 | ) | $ | | $ | | $ | (0.14 | ) | $ | 10.74 | 2.88 | % | $ | 8,800 | 1.50 | % | 1.40 | % | 1.66 | % | 25 | % | |||||||||||||||||||||||
| Year Ended October 31, 2015 | 11.86 | 0.13 | (0.28 | ) | (0.15 | ) | (0.12 | ) | (0.99 | ) | (0.02 | ) | (1.13 | ) | 10.58 | (1.37 | )% | 7,991 | 1.41 | % | 1.17 | % | 1.41 | % | 31 | % | |||||||||||||||||||||||||||||
| Year Ended October 31, 2014 | 11.93 | 0.16 | 0.33 | 0.49 | (0.21 | ) | (0.35 | ) | | (0.56 | ) | 11.86 | 4.32 | % | 8,783 | 1.33 | % | 1.38 | % | 1.33 | % | 104 | %(e) | ||||||||||||||||||||||||||||||||
| Year Ended October 31, 2013 | 11.47 | 0.20 | 0.51 | 0.71 | (0.25 | ) | | | (0.25 | ) | 11.93 | 6.28 | % | 9,255 | 1.26 | % | 1.75 | % | 1.26 | % | 31 | % | |||||||||||||||||||||||||||||||||
| Year Ended October 31, 2012 | 10.95 | 0.27 | 0.58 | 0.85 | (0.33 | ) | | | (0.33 | ) | 11.47 | 8.00 | % | 9,933 | 1.34 | % | 2.40 | % | 1.34 | % | 59 | % | |||||||||||||||||||||||||||||||||
| CLASS B SHARES | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Year Ended October 31, 2016 | 10.41 | 0.07 | 0.14 | 0.21 | (0.06 | ) | | | (0.06 | ) | 10.56 | 2.06 | % | 3,822 | 2.25 | % | 0.70 | % | 2.38 | % | 25 | % | |||||||||||||||||||||||||||||||||
| Year Ended October 31, 2015 | 11.69 | 0.05 | (0.27 | ) | (0.22 | ) | (0.05 | ) | (0.99 | ) | (0.02 | ) | (1.06 | ) | 10.41 | (2.05 | )% | 5,729 | 2.16 | % | 0.42 | % | 2.16 | % | 31 | % | |||||||||||||||||||||||||||||
| Year Ended October 31, 2014 | 11.77 | 0.07 | 0.33 | 0.40 | (0.13 | ) | (0.35 | ) | | (0.48 | ) | 11.69 | 3.56 | % | 7,308 | 2.08 | % | 0.63 | % | 2.08 | % | 104 | %(e) | ||||||||||||||||||||||||||||||||
| Year Ended October 31, 2013 | 11.33 | 0.12 | 0.50 | 0.62 | (0.18 | ) | | | (0.18 | ) | 11.77 | 5.50 | % | 9,222 | 2.01 | % | 1.00 | % | 2.01 | % | 31 | % | |||||||||||||||||||||||||||||||||
| Year Ended October 31, 2012 | 10.82 | 0.18 | 0.58 | 0.76 | (0.25 | ) | | | (0.25 | ) | 11.33 | 7.21 | % | 9,810 | 2.10 | % | 1.67 | % | 2.10 | % | 59 | % | |||||||||||||||||||||||||||||||||
| CLASS C SHARES | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Year Ended October 31, 2016 | 10.76 | 0.07 | 0.15 | 0.22 | (0.06 | ) | | | (0.06 | ) | 10.92 | 2.07 | % | 2,125 | 2.25 | % | 0.70 | % | 2.39 | % | 25 | % | |||||||||||||||||||||||||||||||||
| Year Ended October 31, 2015 | 12.04 | 0.05 | (0.28 | ) | (0.23 | ) | (0.04 | ) | (0.99 | ) | (0.02 | ) | (1.05 | ) | 10.76 | (2.01 | )% | 2,997 | 2.17 | % | 0.42 | % | 2.17 | % | 31 | % | |||||||||||||||||||||||||||||
| Year Ended October 31, 2014 | 12.12 | 0.08 | 0.32 | 0.40 | (0.13 | ) | (0.35 | ) | | (0.48 | ) | 12.04 | 3.47 | % | 3,927 | 2.08 | % | 0.63 | % | 2.08 | % | 104 | %(e) | ||||||||||||||||||||||||||||||||
| Year Ended October 31, 2013 | 11.66 | 0.12 | 0.52 | 0.64 | (0.18 | ) | | | (0.18 | ) | 12.12 | 5.53 | % | 3,442 | 2.01 | % | 0.98 | % | 2.01 | % | 31 | % | |||||||||||||||||||||||||||||||||
| Year Ended October 31, 2012 | 11.12 | 0.19 | 0.60 | 0.79 | (0.25 | ) | | | (0.25 | ) | 11.66 | 7.28 | % | 2,897 | 2.08 | % | 1.69 | % | 2.08 | % | 59 | % | |||||||||||||||||||||||||||||||||
| * |
The per share amounts and percentages reflect income and expenses assuming inclusion of the Funds proportionate share of the income and expenses of the master HSBC Portfolios that the fund invested in as part of a master-feeder structure during the fiscal years ended October 31, 2012, 2013 and 2014. The Fund does not include expenses of the affiliated and unaffiliated investment companies in which the Fund invests. | |
|
Amounts designated as - are $0.00 or have been rounded to $0.00. | ||
| (a) |
Calculated based on average shares outstanding. | |
| (b) |
Net investment income (loss) is affected by the timing of distributions from the affiliated and unaffiliated investment companies in which the Fund invests. | |
| (c) |
Total return calculations do not include any sales or redemption charges. | |
| (d) |
Portfolio turnover is calculated on the basis of the Fund as a whole without distinguishing between the classes of shares issued. For the fiscal years ended October 31, 2012, 2013 and 2014, the portfolio turnover rate was calculated by aggregating the results of multiplying the Funds investment percentage in the master HSBC Portfolios, affiliated and unaffiliated investment companies by their corresponding portfolio turnover rates. | |
| (e) |
The portfolio turnover rate for the year ended October 31, 2014 was higher than prior years primarily due to a realignment of the funds investments. | |
81
| INCOME STRATEGY FUND |
| Financial Highlights |
Selected data for a share outstanding throughout the periods indicated*
| Investment Activities | Distributions | Ratios/Supplementary Data | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net
Asset Value, Beginning of Period |
Net Investment Income (Loss)(a)(b) |
Net Realized and Unrealized Gains/ (Losses) from Investments |
Total from Investment Activities |
Net Investment Income |
Net Realized Gains from Investment Transactions |
Tax Return of Capital |
Total Distributions |
Net Asset Value, End of Period |
Total Return(c) |
Net Assets at End of Period (000s) |
Ratio of Net Expenses to Average Net Assets (d) |
Ratio of Net Investment Income/ (Loss) to Average Net Assets (b)(d) |
Ratio of Expenses to Average Net Assets (Excluding Fee Reductions) (d) |
Portfolio Turnover (c)(e) | |||||||||||||||||||||||||||||||||||||||||
| CLASS A SHARES | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Year Ended October 31, 2016 | $ | 10.02 | $ | 0.14 | $ | 0.13 | $ | 0.27 | $ | (0.14 | ) | $ | | $ | | $ | (0.14 | ) | $ | 10.15 | 2.75 | % | $ | 176 | 0.95 | % | 1.43 | % | 13.37 | % | 28 | % | |||||||||||||||||||||||
| Year Ended October 31, 2015 | 10.36 | 0.11 | (0.16 | ) | (0.05 | ) | (0.10 | ) | (0.15 | ) | (0.04 | ) | (0.29 | ) | 10.02 | (0.50 | )% | 192 | 0.95 | % | 1.06 | % | 9.98 | % | 26 | % | |||||||||||||||||||||||||||||
| Year Ended October 31, 2014 | 10.36 | 0.14 | 0.23 | 0.37 | (0.18 | ) | (0.19 | ) | | (0.37 | ) | 10.36 | 3.69 | % | 293 | 1.50 | % | 1.39 | % | 10.14 | % | 118 | %(f) | ||||||||||||||||||||||||||||||||
| Year Ended October 31, 2013 | 10.43 | 0.18 | 0.08 | 0.26 | (0.30 | ) | (0.03 | ) | | (0.33 | ) | 10.36 | 2.57 | % | 311 | 1.50 | % | 1.72 | % | 13.61 | % | 48 | % | ||||||||||||||||||||||||||||||||
| Period Ended October 31, | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2012(g) | 10.00 | 0.10 | 0.40 | 0.50 | (0.07 | ) | | | (0.07 | ) | 10.43 | 5.02 | % | 337 | 1.50 | % | 1.58 | % | 29.67 | % | 31 | % | |||||||||||||||||||||||||||||||||
| CLASS B SHARES | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Year Ended October 31, 2016 | 10.00 | 0.07 | 0.13 | 0.20 | (0.07 | ) | | | (0.07 | ) | 10.13 | 1.99 | % | 279 | 1.71 | % | 0.66 | % | 14.13 | % | 28 | % | |||||||||||||||||||||||||||||||||
| Year Ended October 31, 2015 | 10.34 | 0.04 | (0.17 | ) | (0.13 | ) | (0.02 | ) | (0.15 | ) | (0.04 | ) | (0.21 | ) | 10.00 | (1.26 | )% | 328 | 1.65 | % | 0.37 | % | 10.77 | % | 26 | % | |||||||||||||||||||||||||||||
| Year Ended October 31, 2014 | 10.34 | 0.07 | 0.22 | 0.29 | (0.10 | ) | (0.19 | ) | | (0.29 | ) | 10.34 | 2.93 | % | 380 | 2.25 | % | 0.65 | % | 10.88 | % | 118 | %(f) | ||||||||||||||||||||||||||||||||
| Year Ended October 31, 2013 | 10.41 | 0.10 | 0.08 | 0.18 | (0.22 | ) | (0.03 | ) | | (0.25 | ) | 10.34 | 1.81 | % | 402 | 2.25 | % | 0.97 | % | 14.39 | % | 48 | % | ||||||||||||||||||||||||||||||||
| Period Ended October 31, | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2012(g) | 10.00 | 0.06 | 0.39 | 0.45 | (0.04 | ) | | | (0.04 | ) | 10.41 | 4.52 | % | 348 | 2.25 | % | 0.89 | % | 26.84 | % | 31 | % | |||||||||||||||||||||||||||||||||
| CLASS C SHARES | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Year Ended October 31, 2016 | 10.00 | 0.06 | 0.13 | 0.19 | (0.05 | ) | | | (0.05 | ) | 10.14 | 1.90 | % | 444 | 1.74 | % | 0.64 | % | 14.06 | % | 28 | % | |||||||||||||||||||||||||||||||||
| Year Ended October 31, 2015 | 10.33 | 0.04 | (0.16 | ) | (0.12 | ) | (0.02 | ) | (0.15 | ) | (0.04 | ) | (0.21 | ) | 10.00 | (1.17 | )% | 578 | 1.64 | % | 0.37 | % | 10.76 | % | 26 | % | |||||||||||||||||||||||||||||
| Year Ended October 31, 2014 | 10.33 | 0.06 | 0.23 | 0.29 | (0.10 | ) | (0.19 | ) | | (0.29 | ) | 10.33 | 2.93 | % | 676 | 2.25 | % | 0.62 | % | 10.84 | % | 118 | %(f) | ||||||||||||||||||||||||||||||||
| Year Ended October 31, 2013 | 10.41 | 0.09 | 0.09 | 0.18 | (0.23 | ) | (0.03 | ) | | (0.26 | ) | 10.33 | 1.75 | % | 643 | 2.25 | % | 0.84 | % | 14.49 | % | 48 | % | ||||||||||||||||||||||||||||||||
| Period Ended October 31, | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2012(g) | 10.00 | 0.06 | 0.39 | 0.45 | (0.04 | ) | | | (0.04 | ) | 10.41 | 4.47 | % | 232 | 2.25 | % | 0.90 | % | 27.00 | % | 31 | % | |||||||||||||||||||||||||||||||||
| * |
The expense ratios reflected do not include expenses of the affiliated and unaffiliated investment companies, in which the Fund invests. | |
|
Amounts designated as - are $0.00 or have been rounded to $0.00. | ||
| (a) |
Calculated based on average shares outstanding. | |
| (b) |
Net investment income (loss) is affected by the timing of distributions from the affiliated and unaffiliated investment companies in which the Fund invests. | |
| (c) |
Not annualized for periods less than one year. Total return calculations do not include any sales or redemption charges. | |
| (d) |
Annualized for periods less than one year. | |
| (e) |
Portfolio turnover is calculated on the basis of the Fund as a whole without distinguishing between the classes of shares issued. | |
| (f) |
The portfolio turnover rate for the year ended October 31, 2014 was higher than prior years primarily due to a realignment of the funds investments. | |
| (g) |
Commencement of operations on March 20, 2012 | |
82
For more information about the Funds, the following documents are available free upon request:
Annual/Semiannual Reports:
The Funds annual and semi-annual reports to shareholders contain additional information on the Funds investments. In the annual report, you will find a discussion of the market conditions and investment strategies that significantly affected the Funds performance during their last fiscal year.
Statement of Additional Information (SAI):
The SAI provides more detailed information about the Funds, including their operations and investment policies. It is incorporated by reference and legally considered a part of this prospectus.
You can get free copies of the Funds annual and semi-annual reports and the SAI and prospectuses of other funds in the HSBC Family of Funds from the Funds website at www.investorfunds.us.hsbc.com. You can also obtain these items or request other information, and discuss your questions about the Funds, by contacting a broker or bank through which shares of the Funds may be purchased or sold, or by contacting the Funds at:
| HSBC Funds | ||
| P.O. Box 8106 | ||
| Boston, MA 02266-8106 | ||
| Telephone: | 1-800-782-8183 | |
You can review and copy the Funds annual and semi-annual reports and SAI at the Public Reference Room of the SEC in Washington, D.C. You can get text-only copies:
| ● |
For a duplicating fee, by
writing the SECs Public Reference Section, Washington, D.C. 20549-1520, or by
electronic request at publicinfo@sec.gov. Information on the operation of the
Public Reference Room may be obtained by calling the SEC at 1-202-551-8090 or
1-800- SEC-0330, |
| ● | Free from the SECs Website at www.sec.gov. |
Investment Company Act File No. 811-04782
00188487
HSBC Global Asset Management (USA) Inc.
| Class A | Class I | |||
| HSBC Economic Scale Index Emerging Markets Equity Fund | HESAX | HESIX |
THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
AN INVESTMENT IN THE FUND IS NOT A DEPOSIT OF HSBC BANK USA, N.A. AND IS NOT INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY.

| HSBC Funds | Table of Contents | ||
| Summary Section | |||
| This section summarizes the | 3 | HSBC Economic Scale Index Emerging Markets Equity Fund | |
| Funds investment objectives, strategies, | |||
| fees, and risks, and provides other | |||
| information about your account. | |||
| Additional Information About the Funds Investment | |||
| Strategies and Risks | |||
| This section provides | 9 | More About Risks and Investment Strategies | |
| additional details about the | 10 | Principal Investment Risks | |
| Funds investment strategies | 13 | Additional Risks | |
| and risks. | 15 | Who May Want to Invest? | |
| 15 | More Information About Fund Investments | ||
| 15 | Portfolio Holdings | ||
| Fund Management | |||
| Review this section for | 16 | The Investment Adviser and Subadviser | |
| details on the people and | 16 | Portfolio Managers | |
| organizations who provide | 17 | The Distributor, Administrator and Sub-Administrator | |
| services to the Fund. | |||
| Shareholder Information | |||
| Review this section for | 18 | Pricing of Fund Shares | |
| additional information, | 20 | Purchasing and Adding to Your Shares | |
| including for information on how | 25 | Selling Your Shares | |
| shares are valued, and how | 28 | Distribution Arrangements/Sales Charges | |
| to purchase, sell and | 31 | Distribution and Shareholder Servicing | |
| exchange shares. This section | ArrangementsRevenue Sharing | ||
| also describes related charges, | 31 | Exchanging Your Shares | |
| and payments of dividends | 32 | Delivery of Shareholder Documents | |
| and distributions. | 32 | Other Information | |
| 32 | Dividends, Distributions and Taxes | ||
| Financial Highlights | |||
| Review this section for | 35 | Financial Highlights | |
| details on selected financial | |||
| statements of the Fund. | |||
2
| HSBC Economic Scale Index Emerging Markets Equity Fund |
| Summary Section |
Class A and Class I Shares
Investment Objective
The investment objective of the HSBC Economic Scale Index Emerging Markets Equity Fund (the Fund) is to seek to achieve investment results that, before fees and expenses, approximate the performance of the HSBC Economic Scale Index Emerging Markets.
Fees and Expenses of the Fund
This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund. You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $50,000 in the HSBC Family of Funds. More information about these and other discounts is available from your financial professional, and is explained in Distribution Arrangements/Sales Charges on page 28 of this prospectus and in the Funds Statement of Additional Information (SAI) in Right of Accumulation on page 70.
| Shareholder Fees | |||||
| (fees paid directly from your investment) | Class A | Class I | |||
| Maximum Sales Charge (load) Imposed on Purchases | |||||
| (as a % of offering price) | 5.00% | None | |||
| Maximum Deferred Sales Charge (load) | |||||
| (as a % of amount redeemed) | None | None | |||
| Annual Fund Operating Expenses (expenses that you pay | |||||
| each year as a percentage of the value of your investment) | Class A | Class I | |||
| Management Fee | 0.30% | 0.30% | |||
| Other expenses: | |||||
| Shareholder servicing fee | 0.25% | 0.00% | |||
| Other operating expenses | 1.83% | 1.73% | |||
| Total Other Expenses* | 2.08% | 1.73% | |||
| Total Annual Fund Operating Expenses | 2.38% | 2.03% | |||
| Fee Waiver and/or Expense Reimbursement** | 1.53% | 1.53% | |||
| Total Annual Fund Operating Expenses After Fee | |||||
| Waiver and/or Expense Reimbursement | 0.85% | 0.50% | |||
| * | Based on estimated amounts for the current fiscal year. |
| ** | HSBC Global Asset Management (USA) Inc., the Funds investment adviser (Adviser), has entered into a contractual expense limitation agreement with the Fund (Expense Limitation Agreement) under which it will limit total expenses of the Fund (excluding interest, taxes, brokerage commissions, extraordinary expenses and estimated indirect expenses attributable to the Funds investments in investment companies) to an annual rate of 0.85% for Class A Shares and 0.50% for Class I Shares. Any amounts contractually waived or reimbursed by the Adviser will be subject to repayment by the Fund to the Adviser within three years to the extent that the repayment will not cause the Funds operating expenses to exceed the contractual expense limit that was in effect at the time of such waiver or reimbursement. The expense limitation shall be in effect until March 1, 2018. The Expense Limitation Agreement shall terminate upon the termination of the Investment Advisory Contract between HSBC Funds (the Trust) and the Adviser, or it may be terminated upon written notice to the Adviser by the Trusts Board of Trustees. |
3
| HSBC Economic Scale Index Emerging Markets Equity Fund |
| Summary Section |
Example
This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Funds operating expenses remain the same. The Example takes the Funds Expense Limitation Agreement into account for the first year only. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
| 1 Year | 3 Years | ||||||||||
| Class A Shares | $ | 582 | $ | 1,066 | |||||||
| Class I Shares | $ | 51 | $ | 488 | |||||||
Portfolio Turnover
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in Annual Fund Operating Expenses or in the Example, affect the Funds performance. The Fund had not yet commenced investment operations as of the date of this Prospectus.
Principal Investment Strategies
The Fund seeks to achieve investment results that, before fees and expenses, approximate the performance of the HSBC Economic Scale Index Emerging Markets (the ESI EM Index). The Fund will be substantially invested in the equity securities comprising the ESI EM Index, and will invest, under normal market conditions, at least 80% of its net assets, plus any borrowings for investment purposes, in the equity securities or other financial instruments that are components of or have economic characteristics similar to the equity securities comprising the ESI EM Index. The ESI EM Index is an index that was created using a proprietary methodology developed by HSBC Global Asset Management (UK) Limited, the Funds subadviser (AMEU or the Subadviser). The ESI EM Index is comprised of equity securities issued by companies, typically between 750-900, that are economically tied to emerging market countries and is intended to provide investors with broad equity exposure. However, instead of weighting companies based on market capitalization, the ESI EM Index weights companies based on the economic contribution that they make to the global economy. Securities in the ESI EM Index are weighted in proportion of their contribution to Gross National Product (GNP), or what the Fund terms value added. Value added is a measure of a companys economic scale, which is the difference between a companys output (sales) and its inputs (purchases of goods and services from other business). This is known as economic scale indexation.
The ESI EM Index is a transparent, rule-based index and seeks to generate better risk adjusted returns compared to a traditional market capitalization weighted index in the long-term. The ESI EM Index is calculated and published by a third party, Euromoney Indices (the Calculation Agent), on behalf of AMEU on a daily basis by using the official closing price in the markets where securities comprising the ESI EM Index are traded. An index committee (comprised of individuals associated with the HSBC organization) reviews, and may make changes to, the rule-based methodology of the ESI EM Index. The Calculation Agent is not affiliated with the Sub-Adviser.
Because the Funds objective of attempting to track the ESI EM Index, the Fund does not follow traditional methods of active investment management, which may involve buying and selling securities based upon fundamental stock analysis. Instead, the Fund will invest in securities and other financial instruments that provide exposure to securities comprising the ESI EM Index in approximately the same weighting that such securities have within the ESI EM Index at the applicable time. The Funds portfolio is rebalanced twice per year but the Sub-Adviser may, in its discretion, rebalance the Funds portfolio more frequently. Currently, the Funds portfolio is rebalanced semi-annually, in June and December. In addition, under specific circumstances, the Fund may invest in securities that are not included in the ESI EM Index (and financial instruments that provide exposure to such securities), or a sub-set of securities that are included in the ESI EM Index (and financial instruments that provide exposure to such securities), to achieve investment results that approximate the performance of the ESI EM Index.
4
| HSBC Economic Scale Index Emerging Markets Equity Fund |
| Summary Section |
Principal Investment Strategies (continued)
The Funds portfolio is expected to include equity securities issued by companies that are economically tied to emerging market countries. The Fund treats common stocks and other instruments with equity characteristics as equity securities, including, but not limited to, depositary receipts, preferred stock, warrants, rights, securities convertible into common stock, trust certificates, limited partnership interests, equity participations and shares of exchange-traded funds. The Fund may also invest in participatory, unitary and other structured notes, which are equity access products that create synthetic equity exposure to issuers in markets where the Fund is restricted from directly purchasing securities. Investments will generally be made in U.S. and non-U.S. dollar denominated instruments.
A company is economically tied to an emerging market country if it: (i) is principally traded on the securities markets of any emerging market country; or (ii) is organized or principally operates in any emerging market country; or (iii) derives 50% or more of its income from its operation within, or has 50% or more of its assets in, any emerging market country.
The term emerging markets includes any country: (i) having an emerging stock market as defined by the International Finance Corporation; (ii) with low- to middle-income economies according to the International Bank for Reconstruction and Development (the World Bank); (iii) listed in World Bank publications as developing; or (iv) determined by the Subadviser, to be an emerging market. Currently, emerging market countries generally include every country in the world except Australia, Austria, Belgium, Canada, Denmark, Finland, France, Germany, Hong Kong, Ireland, Israel, Italy, Japan, the Netherlands, New Zealand, Norway, Singapore, Spain, Sweden, Switzerland, the United Kingdom and the United States. The Subadviser has broad discretion to identify countries that it considers to qualify as emerging markets.
The Fund may invest in futures (e.g., exchange-traded equity and index futures) and other derivative instruments for hedging purposes, cash management purposes, or as a substitute for investing in equity securities.
To the extent that the ESI EM Index concentrates (i.e., holds 25% or more of its total assets) in the securities of a particular industry or group of industries, the Fund will concentrate its investments to approximately the same extent as its ESI EM Index.
Principal Investment Risks
You could lose money by investing in the Fund. The Fund has the following principal investment risks:
| ● |
Asia Risk:
The Funds performance is
expected to be closely tied to the social, political, economic and
regulatory developments within Asia and to be more volatile than the
performance of a more geographically diversified mutual fund. Moreover,
the economies of countries in Asia, including China, differ from the U.S.
economy in several ways, including the rate of growth, reliance on a small
number of industries or natural resources, rates of inflation, capital
reinvestment and balance of payments position. As export-driven economies,
the economies of these countries are affected by developments in the
economies and trade policies of their principal trading partners,
including the U.S. Furthermore, flooding, monsoons and other natural
disasters also can significantly affect the value of
investments. |
| ● |
Counterparty Risk:
When the Fund enters into
an investment contract, such as a derivative or structured note, the Fund
is exposed to the risk that the other party to the contract will not
fulfill its contractual obligations. |
| ● |
Currency Risk:
Fluctuations in exchange
rates between the U.S. dollar and foreign currencies, or between various
foreign currencies, may negatively affect the Funds performance. The Fund
may seek to reduce currency risk by hedging part or all of its exposure to
various foreign currencies; however, even if such hedging techniques are
employed, there is no assurance that they will be
successful. |
| ● |
Custody Risk:
The Fund invests in
securities markets that are less developed than those in the U.S., which
may expose the Fund to risks in the process of clearing and settling
trades and the holding of securities by foreign banks, agents and
depositories. Investments in emerging markets may be subject to greater
custody risks than investments in more developed securities
markets. |
| ● |
Depositary Receipt Risk: The Funds investments may take the form of depositary receipts. Depositary receipts involve many of the same risks of investing directly in foreign securities, and may also involve risks not experienced when investing directly in the equity securities of an issuer, including the risk that unsponsored depositary receipts may not provide as much information about the underlying issuer. |
5
| HSBC Economic Scale Index Emerging Markets Equity Fund |
| Summary Section |
Principal Investment Risks (continued)
| ● |
Derivatives Risk:
The Funds use of
derivative instruments involves risks different from, or possibly greater
than, the risks associated with investing directly in securities and other
traditional investments and could increase the volatility of the Funds
net asset value per share and cause you to lose money. Risks associated
with derivatives include the risk that the derivative is not well
correlated with the security, index or currency to which it relates; the
risk that derivatives may result in losses or missed opportunities; the
risk that the Fund will be unable to sell the derivative because of an
illiquid secondary market; the risk that a counterparty is unwilling or
unable to meet its obligation; the risk that the Fund will be required to
pay additional margin or set aside additional collateral to maintain open
derivative positions; and the risk that the derivative transaction could
expose the Fund to the effects of leverage, which could increase the
Funds exposure to the market and magnify potential losses, particularly
when derivatives are used to enhance return rather than offset risk. There
is no guarantee that derivatives, to the extent employed, will have the
intended effect, and their use could cause lower returns or even losses to
the Fund. The use of derivatives by the Fund to hedge risk may reduce the
opportunity for gain by offsetting the positive effect of favorable price
movements. |
| ● |
Emerging Markets Risk:
The Funds investments in emerging market countries are subject to
all of the risks of foreign investing generally, and have additional heightened
risks due to a lack of established legal, political, business and social
frameworks to support securities markets, including: greater market volatility
and illiquidity, lower trading volume, delays in trading or settling portfolio
securities transactions; currency and capital controls or other government
restrictions or intervention, such as economic sanctions, expropriation,
nationalization and repatriation restrictions; greater sensitivity to interest
rate changes; pervasiveness of corruption and crime; currency exchange rate
volatility; and higher levels of inflation, deflation or currency devaluation.
The prices of securities in emerging markets can fluctuate more significantly
than the prices of securities in more developed countries. The less developed
the country, the greater effect such risks may have on an investment. |
| ● |
Equity Securities Risk: The prices of equity securities fluctuate from time to time based on changes in a companys financial condition or overall market and economic conditions. As a result, the value of equity securities may fluctuate drastically from day to day. The risks of investing in equity securities also include: |
| ● |
Capitalization
Risk: Stocks of large
capitalization companies may be volatile in the event of earnings
disappointments or other financial developments. Medium and smaller
capitalization companies may involve greater risks due to limited product
lines and market and financial or managerial resources. Stocks of these
companies may also be more volatile, more difficult to value accurately,
less liquid and subject to the potential for greater declines in stock
prices in response to selling pressure. Stocks of smaller capitalization
companies generally have more risk than larger and medium capitalization
companies. |
| ● |
Issuer Risk: An issuers earnings prospects and overall financial position may deteriorate, causing a decline in the Funds net asset value. |
| ● |
ESI EM
Index/Methodology Risk: The
ESI EM Index, which is a transparent, rule-based index, is constructed
using third party data and a proprietary methodology (which may change
from time to time) believed to be reliable. However, neither the Fund nor
AMEU can guarantee the accuracy of such third party data or the
methodology. There can be no assurance that the methodology will achieve
its intended purpose, and the methodology may direct the ESI EM Indexs
allocations to a security or asset class that underperforms other
securities or asset classes. An index committee (comprised of individuals
associated with the HSBC organization) reviews, and may make changes to,
the rule-based methodology of the ESI EM Index. |
| ● |
Foreign Securities
Risk: Investments in
foreign securities are generally considered riskier than investments in
U.S. securities, and are subject to additional risks, including
international trade, social, political, economic and regulatory risks;
fluctuating currency exchange rates; less liquid, developed or efficient
trading markets; the imposition of exchange controls, confiscations and
other government restrictions (e.g., sanctions or tariffs) by
the United States or other countries; expropriation or confiscatory
taxation; imposition of withholding or other taxes on dividend or interest
payments (or, in some cases, capital gains); and different corporate
disclosure and governance standards. |
| ● |
Industry Concentration Risk: To the extent that the ESI EM Index concentrates (i.e., holds 25% or more of its total assets) in the securities of a particular industry or group of industries, such as the financial services group of industries, which includes banks, broker-dealers, insurance companies and finance companies (e.g., automobile finance), the Fund will concentrate its investments to approximately the same extent as its ESI EM Index. Concentrating Fund investments in issuers conducting business in the same industry will subject the Fund to a greater risk of loss as a result of adverse economic, business, political, environmental, regulatory or other developments affecting that industry than if its investments were not so concentrated. |
6
| HSBC Economic Scale Index Emerging Markets Equity Fund |
| Summary Section |
Principal Investment Risks (continued)
| ● |
Liquidity
Risk: The Fund may hold
illiquid securities by virtue of the absence of a readily available market
for, or a reduction in the number or capacity of market participants
making a market in, certain of its investments, or because of legal or
contractual restrictions on sales. A security may become illiquid after
purchase. The Fund could lose money if it is unable to dispose of an
investment at a time that is most beneficial to the Fund. Investments that
are illiquid or that trade in lower volumes may be more difficult to
value. |
| ● |
Market
Risk: The value of the
Funds investments may decline due to changing economic, political,
social, regulatory or market conditions. Market risk may affect a single
issuer, industry or section of the economy or it may affect the economy as
a whole. Moreover, the conditions in one country or geographic region
could adversely affect the Funds investments in a different country or
geographic region. |
| ● |
Tracking Error Risk: The Funds portfolio composition and performance may not match, and may vary substantially from, that of the ESI EM Index for any period of time, in part because: (i) there may be a delay in the Funds investment of cash proceeds from shareholder purchases or the implementation of any changes to the composition of the ESI EM Index; and/or (ii) the Fund may not be permitted to invest in certain non-U.S. markets that are represented in the ESI EM Index. Unlike the Fund, the returns of the ESI EM Index are not reduced by investment and other operating expenses, including the trading costs associated with implementing changes to its portfolio of investments. |
An investment in the Fund is not a deposit of HSBC Bank USA, N.A. and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.
Performance Information
The Fund had not yet commenced investment operations as of the date of this Prospectus. Therefore performance information is not available and has not been presented for the Fund.
Investment Advisers
HSBC Global Asset Management (USA) Inc. is the Funds investment adviser. HSBC Global Asset Management (UK) Limited is the Funds subadviser.
Portfolio Manager
Investment decisions for the Fund will be made by Peter Gray. He has managed the Fund since inception.
Purchasing and Selling Your Shares
Generally, you may purchase or redeem Fund shares on any U.S. business day (except on U.K. domestic holidays) by mail (HSBC Funds, PO Box 8106, Boston, MA 02266-8106), wire transfer, or telephone at 1-800-782-8183. Investors who wish to purchase, exchange or redeem Fund shares through a broker-dealer should contact the broker-dealer directly.
| Minimum | Minimum | |||||||||||
| Initial | Subsequent | |||||||||||
| Account Type | Investment* | Investment* | ||||||||||
| Class A Shares | ||||||||||||
| Regular (non-retirement) | $ | 1,000 | $ | 100 | ||||||||
| Retirement (IRA) | $ | 250 | $ | 100 | ||||||||
| Automatic Investment Plan | $ | 250 | $ | 25 | ||||||||
| Class I Shares | ||||||||||||
| Regular (non-retirement) | $ | 1,000,000 | $ | 0 | ||||||||
* Omnibus accounts are eligible to meet the minimums at the omnibus account level.
7
| HSBC Economic Scale Index Emerging Markets Equity Fund |
| Summary Section |
Purchasing and Selling Your Shares (continued)
Please see How NAV is Calculated on page 18 of this prospectus for more information regarding days on which you will not be able to purchase or redeem Fund shares.
Tax Information
The Fund intends to declare and pay dividends from net investment income, if any, at least annually. The Funds distributions are taxable, and will be taxed as ordinary income or capital gains, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account. Such tax-deferred arrangements may be taxed later upon withdrawal of monies from those arrangements.
Payments to Broker-Dealers and Other Financial Intermediaries
If you purchase shares of the Fund through a financial intermediary, such as a broker-dealer or investment adviser, the Fund, the Adviser, the distributor and/or their affiliates may pay the intermediary for the sale of Fund shares and related services. These payments create a conflict of interest by influencing the broker-dealer or other financial intermediary and your salesperson to recommend the Fund over another investment. Ask your financial intermediary or visit your financial intermediarys Website for more information.
8
| Additional Information About the
Funds Investment Strategies and Risks |
More About Risks and Investment Strategies
The Fund is a series of the Trust. The investment objective and strategies of the Fund are non-fundamental and may be changed without shareholder approval. Shareholders will be given at least 60 days advance notice of any change in the Funds 80% investment policy. Shareholders will be given advance notice of material changes to the Funds investment objective or other non-fundamental investment policies. If there is a change in the investment objective or strategies of the Fund, shareholders should consider whether the Fund remains an appropriate investment in light of their current financial position and needs. There can be no assurance that the investment objective of the Fund will be achieved.
The Fund may seek a temporary or defensive position in response to unfavorable economic or market conditions, while waiting for suitable investment opportunities, or under other circumstances (e.g., to seek returns on excess cash) as the Adviser and/or Sub-adviser, as applicable, deems appropriate. When the Fund is seeking a temporary or defensive position, it may invest part or all of its assets in: cash or cash equivalents, time deposits, certificates of deposit and bankers acceptances issued by a commercial bank or savings and loan association; commercial paper rated at the time of purchase by one or more NRSROs in one of the two highest categories or, if not rated, issued by a corporation having an outstanding unsecured debt issue rated high-grade by an NRSRO; short-term corporate obligations rated high-grade by an NRSRO; U.S. Government obligations; Government agency securities issued or guaranteed by U.S. Government-sponsored instrumentalities and federal agencies; repurchase agreements collateralized by the securities listed above; and both affiliated (including the HSBC U.S. Government Money Market Fund) and unaffiliated money market fund shares. The Funds investment objective may not be achieved while it is invested in a temporary or defensive position. The Fund may also borrow money for temporary or emergency purposes.
Certain HSBC fund-of-funds and other investment products and institutional investors are permitted to invest in the Fund. As a result, the Fund may have large inflows or outflows of cash from time to time. This could have adverse effects on the Funds performance if the Fund were required to sell securities or invest cash at times when it otherwise would not do so. This activity could also accelerate the realization of capital gains and increase the Funds transaction costs.
9
| Additional Information About the Funds |
| Investment Strategies and Risks |
Principal Investment Risks
An investment in the Fund is subject to investment risks, including the possible loss of the principal amount invested. This section provides more detailed information about the Funds principal investments and risks. This prospectus does not disclose all the types of securities or investment strategies that the Fund may use. The Funds SAI provides more detailed information about the securities, investment policies and risks described in this prospectus.
The Fund is subject to the following principal investment risks:
| ● | Asia Risk: The Funds performance is expected to be closely tied to the
social, political, economic and regulatory developments within Asia and to
be more volatile than the performance of a more geographically diversified
mutual fund. Increased social and political tension in some Asian
countries, including long-running border and diplomatic disputes with
neighboring countries or the international community, could cause economic
and market instability throughout the region and significantly impact the
value of your investment. Moreover, the economies of countries in Asia,
including China, differ from the U.S. economy in several ways, including
the rate of growth, reliance on a small number of industries or natural
resources, rates of inflation, capital reinvestment and balance of
payments position. As export-driven economies, the economies of these
countries are affected by developments in the economies and trade policies
of their principal trading partners, including the U.S. Furthermore,
flooding, monsoons and other natural disasters also can significantly
affect the value of investments. Chinas governmental actions and the
actions of other governments located in the region can also have a
significant effect on the economic conditions in other Asian countries,
which could adversely affect the value and liquidity of investments.
Although the Chinese and other regional governments have recently begun to
institute legal and economic reform policies, there can be no assurances
that they will continue to pursue such policies or, if they do, that such
policies will succeed. Political changes, social instability and adverse
diplomatic developments in China (and the actions of other governments
located in the region, including North Korea) could result in armed
conflict and the imposition of additional government restrictions,
including economic sanctions, expropriation of assets, confiscatory taxes, repatriation restrictions
or nationalization of some or all of the property held by issuers (or
affiliates of issuers) of instruments in which the Fund may invest.
|
| ● | Counterparty Risk: When the Fund enters into an investment
contract, such as a derivative or structured note, the Fund is exposed to
the risk that the other party to the contract will not fulfill its
contractual obligations. For example, in a repurchase agreement, in which
the Fund buys a security from a seller that agrees to repurchase the
security at an agreed upon price and time, the seller may not repurchase
the security. |
| ● | Currency Risk: Fluctuations in exchange rates between the
U.S. dollar and foreign currencies, or between various foreign currencies,
may negatively affect the Funds performance. Adverse changes in exchange
rates may erode or reverse any gains produced by foreign-currency
denominated investments and may widen any losses. Currency exchange rates
can be volatile and can be affected by, among other factors, the actions
or inactions by U.S. or foreign governments, central banks or
supranational entities, the imposition of currency controls, speculation,
or general economic or political developments in the U.S. or a foreign
country. The Fund may seek to reduce currency risk by hedging part or all
of its exposure to various foreign currencies; however, if such hedging
techniques are employed, there is no assurance that they will be
successful. |
| ● | Custody Risk: The Fund invests in securities markets that
are less developed than those in the U.S., which may expose the Fund to
risks in the process of clearing and settling trades and the holding of
securities by foreign banks, agents and depositories. The laws of certain
countries may place limitations on the ability to recover assets if a
foreign bank, agent or depository enters bankruptcy. In addition, low
trading volumes and volatile prices in less developed markets may make
trades more difficult to complete and settle, and governments or trade
groups may compel local agents to hold securities with designated foreign
banks, agents and depositories that may be subject to little or no
regulatory oversight or independent evaluation. Local agents are held only
to the standards of care of their local markets. |
| ● |
Depositary Receipt Risk: The Funds investments may take the form of sponsored and unsponsored depositary receipts, which include American depositary receipts (ADRs), global depositary receipts (GDRs) and European depositary receipts (EDRs). GDRs and EDRs are receipts issued by foreign banks or trust companies, or foreign branches of U.S. banks, that represent an interest in shares of either a foreign or U.S. corporation. Depositary receipts involve many of the same risks of investing directly in foreign securities, including, for example, risks related to adverse political and economic developments unique to a country or region, currency fluctuations or controls and the possibility of expropriation, nationalization or confiscatory taxation. |
10
| Additional Information About the Funds |
| Investment Strategies and Risks |
Principal Investment Risks (continued)
Depositary receipts also involve risks not experienced when investing directly in the equity securities of an issuer. ADRs may be less liquid than the underlying shares in their primary foreign trading market. Investment restrictions in certain countries also may adversely affect the value of ADRs because such restrictions may limit the ability to convert foreign equity securities into ADRs and vice versa. Such restrictions may cause the equity securities of the foreign company to trade at a discount or premium to the market price of the related ADR. Unsponsored depositary receipts may not provide as much information about the underlying issuer and may not carry the same voting privileges as sponsored depositary receipts. Unsponsored depositary receipts are issued by one or more depositaries in response to market demand, but without a formal agreement with the company that issues the underlying securities. Holders of an unsponsored depositary receipt generally bear all the costs associated with establishing the unsponsored depositary receipt. The issuers of the securities underlying unsponsored depositary receipts are not obligated to disclose material information in the U.S. and, therefore, there may be less information available regarding such issuers and there may not be a correlation between such information and the market value of the depositary receipts. Additionally, to the extent the value of a depositary receipt held by the Fund fails to track that of the underlying security, the use of the depositary receipt may result in tracking error in the Fund. | |
| ● | Derivatives Risk: The term derivatives covers a broad range
of investments, including forward foreign currency exchange contracts,
swaps and futures. In general, a derivative refers to any financial
instrument whose value is derived, at least in part, from the price of
another security or a specified index, asset or rate. The use of
derivatives presents risks different from, and possibly greater than, the
risks associated with investing directly in traditional securities. The
use of derivatives can lead to losses because of adverse movements in the
price or value of the underlying asset, index or rate, which may be
magnified by certain features of the derivatives. These risks are
heightened when the Subadviser uses derivatives to enhance the Funds
return or as a substitute for a position or security, rather than solely
to hedge (or offset) the risk of a position or security held by the Fund.
The success of the Funds derivatives strategies will also be affected by
the ability of the Adviser or Subadviser, as applicable, to assess and
predict the impact of market or economic developments on the underlying
asset, index or rate and the derivative itself, without the benefit of
observing the performance of the derivative under all possible market
conditions. Derivatives involve the risk of mispricing or improper
valuation and the risk that changes in the value of the derivative may not
correlate perfectly with the underlying asset, index or rate. Certain
derivative positions may be difficult to close out when the Funds
portfolio manager may believe it would be appropriate to do so. Also,
suitable derivative transactions may not be available in all circumstances
and there can be no assurance that the Fund will engage in these
transactions to reduce exposure to other risks when that would be
beneficial.
In December 2015, the
Securities and Exchange Commission (SEC) proposed new regulations
relating to a mutual funds use of derivatives and related instruments. If
these or other regulations are adopted, they could significantly limit or
impact the Funds ability to invest in derivatives and other instruments
and adversely affect the Funds performance and ability to pursue its
investment objectives. |
| ● | Emerging Markets Risk: The Funds investments in emerging market countries are subject to all of the risks of foreign investing generally, and have additional heightened risks due to a lack of established legal, political, business and social frameworks to support securities markets. Investments in emerging markets are subject to a greater risk of loss than investments in a developed market. This is due to, among other things, greater market volatility and illiquidity, lower trading volume, delays in trading or settling portfolio securities transactions; currency and capital controls or other government restrictions or intervention, such as the imposition of economic sanctions, repatriation restrictions and tariffs or the expropriation and the nationalization of private assets, companies or industries; greater sensitivity to interest rate changes; pervasiveness of corruption and crime; currency exchange rate volatility; and higher levels of inflation, deflation or currency devaluation. In addition, the financial stability of issuers (including governments) in emerging market countries may be more precarious than in other countries, and rising interest rates, combined with widening credit spreads, could negatively impact the value of emerging market debt and increase the funding costs of such issuers. As a result, there will tend to be an increased risk of price volatility in the Funds investments in instruments with exposure to emerging market countries, which may be magnified by currency fluctuations relative to the U.S. dollar. Settlement practices for transactions in foreign markets may differ from those in U.S. markets. Such differences include delays beyond periods customary in the United States and practices that could result in losses, such as delivery of securities prior to receipt of payment, which increase the likelihood of a failed settlement. |
11
| Additional Information About the Funds |
| Investment Strategies and Risks |
Principal Investment Risks (continued)
| ● | Equity Securities Risk: The prices of equity securities fluctuate
from time to time based on changes in a companys financial condition or
overall market and economic conditions. Individual companies may report
poor results or be negatively affected by industry and/or economic trends
and developments, and the prices of equity securities issued by such
companies may suffer a decline in response. These factors contribute to
price volatility, which is the principal risk of investing in funds that
primarily hold, directly or indirectly, equity securities. Historically,
the equity markets have moved in cycles and investments in equity
securities and equity derivatives in general are subject to market risks
that may cause their prices to fluctuate over time. As a result, the value
of equity securities may fluctuate drastically from day to day, as the
market price of such securities increases or decreases. Equity securities
have greater price volatility than debt instruments. The risks of
investing in equity securities also include: |
| ● | Capitalization Risk: Stocks of large capitalization companies may be volatile in the event of earnings disappointments or other financial developments. Large capitalization stocks can perform differently from other segments of the equity market or the equity market as a whole. Large capitalization companies may also be less flexible in evolving markets or unable to implement change as quickly as small or medium capitalization companies. Stocks of medium and smaller capitalization companies may involve greater risks due to limited product lines and market and financial or managerial resources. Stocks of these companies may also be more volatile, more difficult to value accurately, less liquid and subject to the potential for greater declines in stock prices in response to selling pressure. Stocks of smaller capitalization companies generally have more risk than medium capitalization companies. Small capitalization stocks tend to perform differently from other segments of the equity market or the equity market as whole, and can be more volatile than stocks of medium or large capitalization companies. Small-capitalization companies may be newer or less established. |
| ● | Issuer
Risk: The value of a
security may fluctuate for a variety of reasons that relate to the issuer,
including, but not limited to, earnings prospects and overall financial
position, management performance and reduced demand for the issuers
products and services. |
| ● | ESI EM Index/Methodology Risk: The ESI EM Index, which is a transparent,
rule-based index, is constructed using third party data and a proprietary
methodology (which may change from time to time) believed to be reliable.
However, neither the Fund nor AMEU can guarantee the accuracy of such
third party data or the methodology. There can be no assurance that the
methodology will achieve its intended purpose, and the methodology may
direct the ESI EM Indexs allocations to a security or asset class that
underperforms other securities or asset classes. An index committee
(comprised of individuals associated with the HSBC organization) reviews,
and may make changes to, the rules-based methodology of the ESI EM
Index. |
| ● | Foreign
Securities Risk:
Investments in foreign securities are generally considered riskier than
investments in U.S. securities, and are subject to additional risks,
including international trade, social, political, economic and regulatory
risks; fluctuating currency exchange rates; less liquid, developed or
efficient trading markets; the imposition of exchange controls,
confiscations and other government restrictions and controls
(e.g., sanctions and tariffs) by the United States
or other countries; expropriation or confiscatory taxation; imposition of
withholding or other taxes on dividend or interest payments (or, in some
cases, capital gains); and different corporate disclosure and governance
standards. Securities of emerging market issuers generally have more risk
than securities issued by issuers of more developed markets. Foreign
issuers are generally not subject to the same degree of regulations as
U.S. issuers, and political changes could adversely affect the Funds
investments in a foreign country. In addition, the lack of regulatory
controls may expose the Fund to additional risks.
Securities markets of
many foreign countries are relatively small, with a limited number of
companies representing a smaller number of industries. To the extent the
Funds investments in a single country or a group of countries represent a
larger percentage of the Funds assets, the Funds performance may be
adversely affected by the economic, political and social conditions in
that country or group of countries. |
| ● | Industry Concentration Risk: To the extent that the Funds benchmark
index concentrates (i.e., holds 25% or
more of its total assets) in the securities of a particular industry or
group of industries, such as the financial services group of industries,
which includes banks, broker-dealers, insurance companies and finance
companies (e.g., automobile
finance), the Fund will concentrate its investments to approximately the
same extent as the ESI EM Index. Concentrating Fund investments in a
limited number of issuers conducting business in the same industry would
subject the Fund to a greater risk of loss as a result of adverse
economic, political, environmental, regulatory or market conditions
affecting that industry than if its investments were not so concentrated.
|
| ● | Liquidity Risk: The Fund may not be able to sell some or all of its investments at desired prices, or may be unable to sell investments at all, due to a lack of demand in the market for, or a reduction in the number or capacity of market participants making a market in, such investments. Additionally, the Fund may, at times, hold illiquid securities, by virtue of the absence of a readily available market for certain of its investments, or because of legal or contractual restrictions on sales. The Fund will not make investments in illiquid securities to the extent that it would hold 15% of its net assets in securities deemed to be illiquid following the investment. The Fund could lose money if it is unable to dispose of an investment at a time that is most beneficial to the Fund, which could prevent the Fund from taking advantage of other investment opportunities. Investments that are illiquid or that trade in lower volumes may be more difficult to value, particularly during changing economic, political or market conditions. A security may become illiquid after purchase. |
12
| Additional Information About the Funds |
| Investment Strategies and Risks |
Principal Investment Risks (continued)
| ● | Market Risk: The value of the Funds investments may
decline due to changing economic, political, social, regulatory or market
conditions. Issuer, political, economic, regulatory, social or market
developments can affect a single issuer, issuers within an industry or
economic sector or geographic region, or the market as a whole. In the
short term, the Funds investments can fluctuate dramatically in response
to these developments. Different parts of the market and different types
of securities can react differently to these developments. Moreover, the
conditions in one country or geographic region could adversely affect the
Funds investments in a different country or geographic region due to
increasingly interconnected global economies and financial markets. Even
when markets perform well, there is no assurance that the investments held
by the Fund will increase in value along with the broader market. In
addition, market risk includes the risk that geopolitical events will
disrupt the economy on a regional, national or global level. For instance,
terrorism, regional conflicts, market manipulation, government defaults,
government shutdowns, and natural/environmental disasters can all
negatively impact the securities markets, which could cause the Fund to
lose value. Any market disruptions could also prevent the Fund from
executing advantageous investment decisions in a timely manner. Funds that
have focused their investments in a region enduring geopolitical market
disruption will face higher risks of loss. Thus, investors should closely
monitor current market conditions to determine whether the Fund meets its
individual financial needs and tolerance for risk. |
| ● | Tracking Error Risk: The Funds portfolio composition and performance may not match, and may vary substantially from, that of the ESI EM Index for any period of time, in part because: (i) there may be a delay in the Funds investment of cash proceeds from shareholder purchases or the implementation of any changes to the composition of the ESI EM Index; and/or (ii) the Fund may not be permitted to invest in certain non-U.S. markets that are represented in the ESI EM Index. Moreover, unlike the Fund, the returns of the ESI EM Index are not reduced by investment and other operating expenses, including the trading costs associated with implementing changes to its portfolio of investments. |
Additional Risks
In addition to the principal investment risks described above, the Fund will generally be subject to the following additional risks:
| ● | Emerging
Market Countries Tax Risk: Changes in the political climate in emerging market countries may
result in significant shifts in taxation of foreign investors such as the
Fund. These changes may result in changes to legislation, the
interpretation of legislation, or the granting of the benefit of tax
exemptions or international tax treaties to foreign investors. The effect
of such changes can be retroactive and may (if they occur) negatively
affect the Funds performance. Proceeds from the sale of securities in
some markets, or the receipt of any dividends or other income, may be or
may become subject to tax, levies, duties or other fees or charges imposed
by the authorities in that market. This may include taxes levied by
withholding at source and/or specific taxes or charges on the Funds
investments. Tax law and practice in certain markets in which the Fund
currently invests or may invest in is not clearly established. It is
possible that the current interpretation of tax law or understanding of
practice might change, or that tax law might be changed with retroactive
effect. It is possible that the Fund could become subject to additional
taxation that is not anticipated either at the date of this prospectus or
when investments are made, valued or disposed of.
In the event that new investments into the Fund may result in tax levies that significantly disadvantage the Funds existing shareholders, the Adviser and the Fund will consider what, if any, actions should be taken, including possibly closing the Fund to new investors. Under Hong Kong tax law, funds resident outside of Hong Kong are exempted from Hong Kong profits tax, provided certain conditions are met. It is intended that the affairs of the Fund will be conducted in accordance with the conditions for exemption from profits tax, however, the Fund can offer no guarantee that such exemption will be obtained in every instance. |
13
| Additional Information About the Funds |
| Investment Strategies and Risks |
Additional Risks (continued)
| ● | Investment Access Risk: The Adviser and Subadviser may invest in
the same securities as the Fund on behalf of their other clients, and
affiliates of the Adviser and Subadviser may underwrite issuances of these
securities. At times, regulatory restrictions or a lack of sufficient
quantities of certain securities may mean that the Fund is precluded from
investing in, or may be limited in its investment in, securities that the
Subadviser would otherwise wish to purchase for the Fund. This loss of
opportunity may result in lower returns for the Fund than if the Adviser
and Subadviser were not subject to these restrictions or lack of access.
|
| ● | Large Scale Redemption Risk: Certain HSBC
fund-of-funds and other investment products and institutional investors are permitted to invest in the Fund. As a result,
the Fund may experience redemptions resulting in large outflows of cash from time to time. This could have adverse effects
on the Funds performance if the Fund were required to sell securities at times when it otherwise would not do so.
This activity could also accelerate the realization of capital gains or losses, increase the Funds transaction costs
or decrease the liquidity of the Funds portfolio. Similarly, large purchases of Fund shares may adversely affect the
Funds performance to the extent that the Fund is delayed in investing new cash and is required to maintain a larger
cash position than it ordinarily would. Large purchases of Fund shares could also result in a Funds current expenses
being allocated over a smaller asset base, leading to an increase in the Funds expense ratio. Although large
shareholder transactions may be more frequent under certain circumstances, the Fund is generally subject to the risk that a
large shareholder can purchase or redeem a significant percentage of Fund shares at any time. Moreover, the Fund is subject
to the risk that other shareholders may make investment decisions based on the choices of a large shareholder, which could
exacerbate any potential negative effects experienced by the Fund. |
| ● | Market Access Timing Risk: Due to the time zone differences in global
markets, the Fund may be subject to market access timing risk in relation
to shareholder purchases and redemptions. For example, the Fund may be
delayed in investing cash proceeds from shareholder purchases, which could
require the Fund to maintain a larger cash position than it ordinarily
would and adversely affect the Funds performance. Similarly, the Fund may
be delayed in disposing of securities to meet shareholder redemptions.
|
| ● | Regulatory Risk: Entities that are part of banking
organizations, such as the Adviser and its affiliates, are subject to
extensive government regulation. Government regulation may change
frequently and may have significant effects, including limiting the
ability of the Adviser and its affiliates from engaging in certain trading
activities, which may adversely impact the Fund. For example, the
so-called Volcker Rule prohibits the Adviser and its affiliates from
engaging in certain trading activities. The Fund may be adversely impacted
by this rule if the Adviser or its affiliates own 25% or more of the
Funds shares outside of any seeding period permitted by the rule. These
restrictions may prevent the Fund from maintaining sufficient seed capital
and may cause the Fund to liquidate at the end of the period if the Fund
is not able to achieve sufficient scale. Funds that are not managed by
entities that are part of banking organizations are not subject to these
limitations. |
| ● | Structured Notes Risk: Structured notes and other related
instruments, including participatory and unitary notes, purchased by the
Fund are derivative instruments, the principal and/or interest payments on
which is determined by reference to the performance of a reference asset
(e.g., a security, currency, market or interest
rate). Structured notes expose the Fund to the credit risk of the issuer
of the structured product (or any guarantor), as well as to the underlying
reference asset. Structured notes can be more volatile, illiquid and
difficult to price accurately than more traditional securities. Structured
notes may be indexed positively or negatively and, therefore, the
appreciation of the reference asset can produce an increase or decrease in
the principal and/or interest payments. Moreover, the rate of return on
structured notes can be determined by applying a multiplier to the
performance of the reference asset (i.e., leveraged),
which could magnify the possibility of gain and the risk of loss.
|
| ● | Temporary Defensive Position Risk: The Fund may temporarily depart from its principal investment strategies for temporary defensive purposes in response to adverse market, economic or political conditions. This may result in the Fund not achieving its investment objective during that period. If the market advances during periods when the Fund is holding a large cash position, the Fund may not participate to the extent it would have if it had been more fully invested. |
Other Information
The Fund reserves the right to discontinue offering shares at any time, merger, reorganize itself or any class of shares or cease operations and liquidate.
14
| Additional Information About the Funds |
| Investment Strategies and Risks |
More Information About Indices
An index measures the market prices of a specific group of securities in a particular market or market sector. You cannot invest directly in an index. Unlike a mutual fund, an index does not have an investment adviser and does not pay any commissions or expenses. If an index had expenses, the performance would be lower.
The HSBC Economic Scale Index Emerging Markets Equity Funds principal benchmark index is the Morgan Stanley Capital International Emerging Markets Index (MSCI EMI). The index is a free float-adjusted market capitalization index that is designed to measure equity market performance of emerging markets. The index consists of the following 23 emerging market country indexes: Brazil, Chile, China, Colombia, Czech Republic, Egypt, Greece, Hungary, India, Indonesia, Korea, Malaysia, Mexico, Peru, Philippines, Poland, Qatar, Russia, South Africa, Taiwan, Thailand, Turkey and United Arab Emirates.
Who May Want To Invest?
Consider investing in the Fund if you are:
| ● | Seeking a long-term goal, such as retirement
(five year or longer investment horizon) |
| ● | Looking to add emerging market equity exposure
to your portfolio |
| ● | Willing to accept higher risks of investing in the stock market in exchange for potentially higher long-term returns |
The Fund will not be appropriate for anyone:
| ● | Pursuing a short-term goal or investing
emergency reserves |
| ● | Seeking monthly income |
| ● | Who does not wish to bear the risks of a fund
that invests significantly in emerging market equity securities |
| ● | Seeking safety of principal |
More Information About Fund Investments
This prospectus describes the Funds principal strategies, and the Fund will normally invest in the types of securities described in this prospectus. However, in addition to the investments and strategies described in this prospectus, the Fund also may invest in other securities and engage in other investment practices. These securities and investment practices, as well as those described in this prospectus, are described in detail in the SAI. Of course, the Fund cannot guarantee that it will achieve its investment goal.
Portfolio Holdings
A description of the Funds policies and procedures with respect to the disclosure of the Funds portfolio securities is available in the SAI and on the Funds website at www.investorfunds.us.hsbc.com. To request a copy of the SAI, please refer to the back cover of this prospectus.
15
| Fund Management |
The Investment Adviser and Subadviser
HSBC Global Asset Management (USA) Inc., 452 Fifth Avenue, New York, New York, 10018, is the investment adviser for the Fund, pursuant to an investment advisory contract (the Investment Advisory Agreement) with the Trust. The Adviser is a wholly-owned subsidiary of HSBC Bank USA, N.A., which is a wholly-owned subsidiary of HSBC USA, Inc., a registered bank holding company (collectively, HSBC). HSBC currently provides investment advisory services for individuals, trusts, estates and institutions. As of September 30, 2016, the Adviser had approximately $67.1 billion in assets under management. The Adviser also provides certain operational support services to the Fund pursuant to a Support Services Agreement, but these fees are not charged to Class I Shares. The Adviser is entitled to a fee from the Fund at the annual rate of 0.10% of the Funds average daily net assets for Class A Shares for services rendered pursuant to the Support Services Agreement.
The Trust and the Adviser have received an exemptive order from the SEC that allows the Adviser to implement new investment subadvisory contracts and to make material changes to existing subadvisory contracts with the approval of the Board of Trustees, but without shareholder approval. Subject to the terms of the exemptive order, the Fund may currently hire and/or terminate subadvisers without shareholder approval. The Fund may use the services of subadvisers that are affiliated with the Adviser, but the conditions under the exemptive order do not apply to the use of an affiliated subadviser. However, the conditions under the exemptive order could be applied to the use of one or more unaffiliated subadvisers at a future time. The Adviser has the ultimate responsibility, subject to oversight by the Board, to oversee any subadvisers and recommend their hiring, termination and replacement.
In the future, the Trust and the Adviser may receive an additional exemptive order that would allow the Adviser to implement new investment subadvisory contracts and to make material changes to existing subadvisory contracts with subadvisers that are affiliated with the Adviser with the approval of the Board of Trustees, but without shareholder approval. As with the current order, the new order would be subject to certain conditions, including that the Fund would notify shareholders and provide them with certain information upon the hiring of a subadviser.
HSBC Global Asset Management (UK) Limited (AMEU), 78 St. James Street, London, United Kingdom, SW1A 1EJ, a U.S. registered investment adviser and an affiliate of the Adviser, serves as the investment subadviser of the Fund pursuant to an investment sub-advisory agreement for the Fund (the Sub-Advisory Agreement) with the Adviser. As of September 30, 2016, AMEU had approximately $74.6 billion in assets under management.
The Fund has not yet commenced operations at the date of this prospectus. For advisory and management services (including any sub-advisory services), the Fund will be obligated to pay management fees at the annual rate of 0.30% of its respective average daily net assets.
A discussion regarding the basis for the Board of Trustees approval of the Investment Advisory Agreement and Sub-Advisory Agreement is available in the HSBC Funds semi-annual report to shareholders for the period ended April 30, 2016, and will be available in the April 30, 2017 semi-annual report.
Portfolio Manager
The portfolio manager primarily responsible for the day-to-day management of the Fund is:
Peter Gray, Portfolio Manager, joined HSBC in October 2011 as a portfolio manager and is responsible for management of the HSBC ETF and equity index fund range. Previously, Mr. Gray was a portfolio manager at State Street Global Advisors where he managed a range of fixed income index-tracking funds and exchange-traded funds. Mr. Gray started his career in finance at Lehman Brothers in 2005 where he worked in the Equity Finance division. Mr. Gray holds a BSc in Mathematics and Computer Science.
Additional information about the portfolio managers compensation, other accounts managed by the portfolio managers, and their ownership of securities in the Fund is available in the SAI. You can obtain a copy of the SAI on the Funds website at www.investorfunds.us.hsbc.com.
16
| Fund Management |
The Distributor, Administrator and Sub-Administrator
The Adviser also serves as the Trusts administrator (the Administrator), and in that role, oversees and coordinates the activities of other service providers, and monitors certain aspects of the Trusts operations. The Administrator has retained Citi Fund Services Ohio, Inc., whose address is 4400 Easton Commons, Suite 200, Columbus, OH 43219, as sub-administrator to the Fund (the Sub-Administrator). Administrative services provided by the Administrator and Sub-Administrator include providing office space, equipment and clerical personnel to the Fund and supervising custodial, auditing, valuation, bookkeeping, regulatory and dividend disbursing services.
Foreside Distribution Services, L.P. (the Distributor), a member of the Financial Industry Regulatory Authority (FINRA), is the Trusts principal underwriter and acts as the Trusts distributor in connection with the offering of Fund shares. The Distributor may enter into agreements with banks, broker-dealers, or other financial intermediaries through which investors may purchase or redeem shares.
The SAI has more detailed information about the Adviser, Subadviser, Distributor, Administrator and Sub-Administrator, and other service providers. You can obtain a copy of the SAI on the Funds website at www.investorfunds.us.hsbc.com.
17
| Shareholder Information |
|
Pricing of Fund Shares |
| How NAV is Calculated |
The net asset value (NAV) for each class of shares is calculated by dividing the total value (current market value based on readily available market quotations) of the Funds investments and other assets attributable to a class, less any liabilities attributable to that class, by the total number of outstanding shares of that class:
| Total Assets Liabilities | |
| NAV = | Number of Shares |
| Outstanding |
The value of assets in the Funds portfolio is determined on the basis of their market value, or where market quotations are not readily available or are deemed unreliable due to a significant event or otherwise, based on fair value as determined in good faith in accordance with the procedures established by, and under the general supervision of, the Funds Board of Trustees. Debt obligations with maturities of 60 days or less may be valued at amortized cost or on the basis of their market value. The Fund may invest in securities that are primarily listed on foreign exchanges that trade on weekends or other days when the Fund does not price its shares. The value of portfolio securities held by the Fund may change on days when shareholders will not be able to purchase or redeem shares.
The NAV of the Fund is generally determined once each day at the close of regular trading on the New York Stock Exchange (Exchange), normally at 4 p.m. Eastern time on days the Exchange is open.
The Exchange is generally not open, and the Fund does not price its shares, on most U.S. national holidays or on Good Friday. The Fund also does not price its shares on U.K. domestic holidays.
U.S. and U.K. holidays for 2017 and the beginning of 2018 (through the end of February) (not including Saturdays or Sundays) include:
| 2017 | ||
| April 14* | April 17 | May 1 |
| May 29* | July 4* | August 28 |
| September 4* | November 23* | December 22 |
| December 25** | December 26 | |
| 2018 | ||
| January 1** | January 15* | February 19* |
| * | U.S. Fund holiday. |
| ** | U.S. and non-U.S. Fund holiday |
The value of securities traded in markets outside the United States or denominated in currencies other than the U.S. dollar may be affected significantly on a day that the Fund does not price its shares (e.g., on a day that the Exchange is closed) and an investor is not able to purchase, redeem or exchange shares.
Your order for the purchase, sale or exchange of shares is priced at the next NAV calculated after your order is accepted by the Fund or its agent, plus any applicable sales charge. For more information about sales charges, see the section on Distribution Arrangements/Sales Charges.
18
| Shareholder Information |
|
Pricing of Fund
Shares |
|
Fair Value Pricing Policies The Fund will fair value price its securities in accordance with Board-approved procedures when market quotations are not readily available. Generally, this would include securities for which trading has been halted, securities whose value has been materially affected by the occurrence of a significant event (as defined below), and other securities where a market price is not available from either a national pricing service or a broker. In addition, exception-priced securities (i.e., securities for which the market value is provided by a quote from a single broker rather than a national pricing service) will be reviewed on a quarterly basis. Fair valuations will be reviewed by the Board of Trustees or its Valuation and Investment Oversight Committee not less than four times a year. Fair value pricing should result in a more accurate determination of the Funds NAV, which should eliminate the potential for stale pricing arbitrage opportunities in the Fund. However, fair value pricing involves the risk that the values used by the Fund to price its investments may be different from those used by other investment companies and investors to price the same investments. A significant event is one that occurred prior to the Funds valuation time, is not reflected in the most recent market price of a security, and that could materially affects the value of a security. Generally, such significant events relate to developments in foreign securities that occur after the close of trading in their respective markets. The Funds accounting agent may obtain fair value prices of foreign securities through utilization of a Fair Value Pricing Service previously approved by the Board where the level of a movement in a designated market or index is sufficiently large to constitute a significant event. Forward currency contracts entered into by the Fund are covered by the Board-approved procedures. |
19
| Shareholder Information |
Purchasing and Adding to Your
Shares
|
You may purchase, redeem or exchange shares of the Fund through the Funds Transfer Agent or through banks, brokers and other investment representatives, which may charge additional fees and may require higher minimum investments or impose other limitations on buying and selling shares. If you purchase, redeem or exchange shares through a bank, broker or other investment representative, that party is responsible for transmitting orders to the Funds Transfer Agent and may have an earlier cut-off time for purchase, redemption and exchange orders. Purchase, redemption and exchange orders will be executed at the NAV next calculated after the Funds Transfer Agent has received and accepted the order in good order. In addition, certain banks, brokers and other investment representatives are authorized to accept, on behalf of the Trust, purchase, redemption and exchange orders placed by or on behalf of their customers. If a bank, broker or other investment representative is authorized to accept, on behalf of the Trust, purchase, redemption and exchange orders (and provided such authorized agent complies with its agreement with the Trust or the Distributor), the Fund or the Funds Transfer Agent will be deemed to have received an order for the purchase, redemption or exchange of Fund shares when the order is received and accepted in good order by such authorized agent, and the order will be executed at the NAV next calculated. Each authorized agents agreement with the Trust or the Distributor allows orders to be executed at the NAV next calculated, after the order is received and accepted in good order by such authorized agent, although the order may not be transmitted to the Trust or the Funds Transfer Agent until after the time at which the Fund next calculates its NAV. In general, good order means that payment for your purchase and all the information needed to complete your order must be received by the Fund, the Funds Transfer Agent or their authorized agents before your order is processed. Purchase proceeds must be received by 6:00 p.m. Eastern time. You should contact the bank, broker or other investment representative through whom you purchase, redeem or exchange shares of the Fund to learn whether it is authorized to accept orders on behalf of the Trust. You should also consult such bank, broker or other investment representative for specific information about the purchase, redemption and/or exchange of Fund shares. |
All purchases must be in U.S. dollars. A fee will be charged for any checks that do not clear. Third-party checks, money orders, travelers checks and credit card convenience checks are not accepted. Bank starter checks will not be accepted for initial purchases.
The Fund may reject a purchase order if it considers it in the best interest of the Fund and its shareholders. The Fund has the option of not accepting purchase orders from non-U.S. investors.
Investment minimums for any class may be waived or lowered, at the discretion of the Adviser, for investments in the Fund by clients of the Adviser and its affiliates, or in other situations where the Adviser determines that it is in the best interests of the Fund and its shareholders to do so.
| Minimum | Minimum | |||||||||
| Initial | Subsequent | |||||||||
| Class A Shares | Investment* | Investment* | ||||||||
| Regular | $ | 1,000 | $ | 100 | ||||||
| (non-retirement) | ||||||||||
| Retirement (IRA) | $ | 250 | $ | 100 | ||||||
| Automatic | ||||||||||
| Investment Plan | $ | 250 | $ | 25 | ||||||
| Class I Shares** | $ | 1,000,000 | $ | 0 | ||||||
| * | Omnibus accounts are eligible to meet the minimums at the omnibus account level. |
| ** | Class I Shares are available for investment by investment companies advised by the Adviser without regard to these minimums. Investment minimums for Class I Shares have been lowered for share purchases made by employees of the Adviser and its affiliates and by members of the HSBC Funds Board of Trustees. |
20
| Shareholder Information |
| Purchasing and Adding to Your Shares |
| continued |
| Avoid 28% Tax Withholding |
|
The Fund is required to withhold 28% of taxable dividends, capital gains distributions and redemptions paid to shareholders who have not provided the Fund with their certified taxpayer identification number in compliance with Internal Revenue Service (IRS) rules, or if you have been notified by the IRS that you are subject to backup withholding. Backup withholding is not an additional tax; rather, it is a way in which the IRS ensures that it will collect taxes otherwise due. Any amounts withheld may be credited against your U.S. federal income tax liability. To avoid this, make sure you provide your correct Tax Identification Number (social security number for most investors) on your Account Application. |
Instructions for Opening or Adding to an Account
By Regular Mail or By Overnight Service
Initial Investment:
If purchasing through your financial adviser or brokerage account, simply tell your adviser or broker that you wish to purchase shares of the Fund and he or she will take care of the necessary documentation. For all other purchases, follow the instructions below.
| 1. | Carefully read, complete, and sign the Account Application. Establishing your account privileges now saves you the inconvenience of having to add them later. A copy of the application can be obtained on the Funds website at www.investorfunds.us.hsbc.com. |
| 2. | Make your check payable to HSBC Funds and include the name of the Fund on the check. |
| 3. | Mail to: HSBC Funds, PO Box 8106, Boston, MA 02266-8106. |
Subsequent Investment:
| 1. | Use the investment slip attached to your account statement. Or, if unavailable, |
| 2. | Include the following information in writing: |
| ● |
Fund
name |
| ● |
Share
class |
| ● |
Amount
invested |
| ● |
Account
name |
| ● |
Account number |
Electronic vs. Wire Transfer
Wire transfers allow financial institutions to send funds to each other, almost instantaneously. With an electronic purchase or sale, the transaction is made through the Automated Clearing House (ACH) and may take up to eight days to clear. There is generally no fee for ACH transactions.
| 3. | Mail to: HSBC Funds, PO Box 8106, Boston, MA 02266-8106. |
Electronic Purchases
Your bank must participate in the ACH and must be a U.S. bank. Your bank or broker may charge for this service.
Select the electronic purchase option on your Account Application or call 1-800-782-8183. Your account can generally be set up for electronic purchases within 15 days.
Call 1-800-782-8183 to arrange a transfer from your bank account.
By Wire Transfer
For information on how to request a wire transfer, call 1-800-782-8183.
21
| Shareholder Information |
| Purchasing and Adding to Your Shares |
| continued |
Automatic Investment Plan
You can make automatic investments in the Fund from your bank account, through payroll deduction or from your federal employment, Social Security or other regular government checks. Automatic investments can be as little as $25, once you have invested the $250 minimum required to open the account.
To invest regularly from your bank account:
Complete the Automatic Investment Plan portion on your Account Application.
Make sure you note:
| ■ |
Your bank name, address and account number |
| ■ |
The amount you wish to invest automatically (minimum $25) |
| ■ |
How often you want to invest (every month, 4 times a year, twice a year or once a year) |
| ■ |
Attach a voided personal check. |
| Directed Dividend Option |
|
By selecting the appropriate box on the Account Application, you can elect to receive your distributions (capital gains and dividends) in cash (check) or have distributions reinvested in the Fund or reinvested in another HSBC Fund without a sales charge. You must maintain the minimum balance in the Fund into which you plan to reinvest dividends or the reinvestment will be suspended and your dividends paid to you. The Fund may modify or terminate this reinvestment option without notice. You can change or terminate your participation in the reinvestment option at any time by calling 1-800-782-8183. |
To invest regularly from your paycheck or government check: Call 1-800-782-8183 for an enrollment form.
Customer Identification Information
To help the U.S. Government fight the funding of terrorism and money laundering activities, federal law requires all financial institutions to obtain, verify and record information that identifies each person that opens a new account, and to determine whether such persons name appears on U.S. Government lists of known or suspected terrorists and terrorist organizations.
As a result, the Fund must obtain the following information for each person that opens a new account:
| ● |
Name;
|
| ● |
Date of birth (for
individuals); |
| ● |
Residential or business
street address (although post office boxes are still permitted for
mailing); and |
| ● |
Social security number, taxpayer identification number, or other identifying number. |
You may also be asked for a copy of your drivers license, passport or other identifying document in order to verify your identity. In addition, it may be necessary to verify your identity by cross-referencing your identification information with a consumer report or other electronic database. Additional information may be required to open accounts for corporations and other entities.
Federal law prohibits the Fund and other financial institutions from opening a new account unless they receive from an investor the minimum identifying information listed above. After an account is opened, the Fund may restrict your ability to purchase additional shares until your identity is verified. The Fund may close your account or take other appropriate action if they are unable to verify your identity within a reasonable time. If your account is closed for this reason, your shares will be redeemed at the NAV next calculated after the account is closed.
22
| Shareholder Information |
| Purchasing and Adding to Your Shares |
| continued |
Restrictions on Offers and Sales to Canadian Residents
The shares described in this prospectus may only be distributed in Canada through HSBC Global Asset Management (Canada) Limited, and this prospectus may not be used to solicit, and will not constitute a solicitation of, an offer to buy shares in Canada unless such solicitation is made by HSBC Global Asset Management (Canada) Limited. A distribution or solicitation may be deemed to occur in Canada where a distribution or solicitation is made to a person (including an individual, corporation, trust, partnership or other entity, or other legal person) resident or otherwise located in Canada at the applicable time. For these purposes, the following persons will generally be considered to be a Canadian resident:
1. An individual, if
| ● |
the individuals primary
principal residence is located in Canada; or |
| ● |
the individual is physically located in Canada at the time of the offer, sale or other relevant activity. |
2. A corporation, if
| ● |
the corporations head
office or principal office is located in Canada;
or |
| ● |
securities of the
corporation that entitle the holder to elect a majority of the directors
are held by Canadian Resident individuals (as described above) or by legal
persons resident or otherwise located in Canada;
or |
| ● |
the individuals that make investment decisions or provide instructions on behalf of the corporation are Canadian Resident individuals (as described above). |
3. A trust, if
| ● |
the principal office of
the trust (if any) is located in Canada; or |
| ● |
the trustee (or in the
case of multiple trustees, the majority of trustees) are Canadian Resident
individuals (as described above) or are legal persons resident or
otherwise located in Canada; or the individuals that
make investment decisions or provide instructions on behalf of the trust
are Canadian Resident individuals (as described above). |
A partnership, if
| ● |
the partnerships head
office or principal office (if any) is located in Canada;
or |
| ● |
the holders of the
majority of the interests of or in the partnership are held by Canadian
Residents (as described above); or |
| ● |
the general partner (if
any) is a Canadian Resident (as described above);
or |
| ● |
the individuals that make investment decisions or provide instructions on behalf of the partnership are Canadian Resident individuals (as described above). |
23
| Shareholder Information |
| Purchasing and Adding to Your Shares |
| continued |
Market Timing
In accordance with policies and procedures adopted by the Board of Trustees, the Fund discourages market timing and other excessive trading practices. The Fund is intended primarily for use as a long-term investment vehicle. Frequent short-term (market timing) trading practices may disrupt portfolio management strategies, increase brokerage and administrative costs, harm Fund performance and result in dilution in the value of Fund shares held by longer-term shareholders.
In addition, the Fund may be more susceptible to the risks of short-term trading than other funds that do not invest substantially in the foreign securities markets. The nature of the holdings of the Fund may present opportunities for a shareholder to engage in a short-term trading strategy that exploits possible delays between changes in the prices of the Funds portfolio holdings and the reflection of those changes in the Funds NAV (referred to as time zone arbitrage). These delays may occur because the Fund has significant investments in foreign securities where, due to time zone differences, the values of those securities are established some time before the Fund calculates its NAV. In such circumstances, the available market prices for such foreign securities may not accurately reflect the latest indications of value at the time the Fund calculates its NAV. There is a possibility that time zone arbitrage may dilute the value of the Funds shares if redeeming shareholders receive proceeds (and purchasing shareholders receive shares) based upon a NAV that does not reflect appropriate fair value prices.
Frequent purchases and redemptions of shares of a mutual fund (including activities of market timers) can result in the dilution in the value of Trust shares held by long-term shareholders, interference with the efficient management of the Funds investment portfolio, and increased brokerage and administrative costs. The Board of Trustees has considered the extent to which the Fund may be vulnerable to such risks. The Fund reserves the right to reject any purchase or exchange order for any reason. The Fund is not designed to serve as vehicles for frequent trading.
As a deterrent to excessive trading, many foreign equity securities held by the Fund are priced by an independent pricing service using fair valuation methodologies approved and monitored by the Board of Trustees. For more information on fair valuation, see Shareholder InformationPricing of Fund Shares Fair Value Pricing Policies.
It is the practice of the Fund to monitor purchases, sales and exchanges of Fund shares, and to take appropriate action if it is determined that there is transactional activity in the Funds shares that is deemed inappropriate. The Fund and the Adviser reserve the right to reject or restrict purchase or exchange requests from any investor and also reserve the right to close any account in which a pattern of excessive trading has been identified.
The Fund cannot guarantee that it will detect every market timer due to the limitations inherent in its technological systems. Under Rule 22c-2 of the Investment Company Act of 1940, the Fund has entered into agreements with financial intermediaries obligating them to provide, upon the Funds request, information regarding their customers and their customers transactions in shares of the Fund. However, there can be no guarantee that all market timing will be detected in a timely manner, since the Fund will rely on the financial intermediaries to provide the trading information, and the Fund cannot be assured that the trading information, when received, will be in a format that can be quickly analyzed or evaluated by the Fund. The Fund reserves the right to modify its policies and procedures at any time without prior notice as the Fund deems necessary in its sole discretion to be in the best interests of Fund shareholders, or to comply with state or federal legal requirements.
24
| Shareholder Information |
| Selling Your Shares |
Generally, you may sell your Fund shares at any time. Your sales price will be the next NAV calculated after your sell order is received in good order by the Fund, its transfer agent, or your investment representative. Normally, unless you request a wire transfer, you will receive your proceeds within a week after your request is received. For more information on wire transfer requests, please see below.
|
Withdrawing Money from Your Fund Investment |
|
As a mutual fund shareholder, you are technically selling shares when you request a withdrawal in cash. This is also known as redeeming shares or a redemption of shares. |
Instructions for Selling Shares
If selling your Fund shares through your financial adviser or broker, ask him or her for redemption procedures. Your adviser and/or broker may have transaction minimums and/or transaction times that will affect your redemption. For all other sales transactions, follow the instructions below.
By Telephone
(unless you have declined telephone sales privileges)
| 1. | Call 1-800-782-8183 with instructions as to how you wish to receive your funds (mail, wire, electronic transfer). (See Selling Your SharesVerifying Telephone Redemptions) |
By Mail or Overnight Service
(See Selling Your SharesRedemptions in Writing Required)
| 1. | Call 1-800-782-8183 to request redemption forms or write a letter of instruction indicating: | |
| ● | your Fund and account number | |
| ● | amount you wish to redeem | |
| ● | address where your check should be sent | |
| ● | account owner signature | |
| 2. | Mail to: HSBC Funds, PO Box 8106, Boston, MA 02266-8106. | |
Wire Transfer
You must select this option on your Account Application.
Call 1-800-782-8183 to request a wire transfer.
If you call by 4 p.m. Eastern time, your payment will normally be wired to your bank on the next business day. Otherwise, it will normally be wired on the second business day after your call.
The Fund may charge a wire transfer fee.
Note: Your financial institution may also charge a separate fee.
25
| Shareholder Information |
| Selling Your Shares |
| continued |
Electronic Redemptions
Call 1-800-782-8183 to request an electronic redemption. Your bank must participate in the ACH and must be a U.S. bank. Redemption proceeds will normally be credited within 7 days. Your bank may charge for this service.
Systematic Withdrawal Plan
You can receive automatic payments from your account on a monthly, quarterly, semi-annual or annual basis. The minimum withdrawal is $50. To activate this feature:
| ● | Make sure you have checked the appropriate box on the Account Application, or call 1-800-782-8183. |
| ● | Include a voided personal check. |
| ● | Your account must have a value of $10,000 or more to start withdrawals. |
If the value of your account falls below $1,000, you may be asked to add sufficient funds to bring the account back to $1,000, or the Fund may close your account and mail the proceeds to you.
Redemptions in Writing Required
You must request redemptions in writing in the following situations:
| 1. | Certain types of redemptions by Individual Retirement Accounts (IRAs). | |
| 2. | Redemption requests requiring a Medallion Signature Guarantee, which include any of the following: | |
| ● | Your account address has changed within the last 15 calendar days; |
| ● | The check is not being mailed to the address on your account; |
| ● | The check is not being made payable to the owner of the account; |
| ● | The redemption proceeds are being transferred to another Fund account with a different registration; |
| ● | The redemption proceeds are being wired to bank instructions currently not on your account; or |
| ● | Other unusual situations as determined by the Funds transfer agent. |
You must obtain a Medallion Signature Guarantee from members of the STAMP (Securities Transfer Agents Medallion Program), MSP (New York Stock Exchange Signature Program) or SEMP (Stock Exchanges Medallion Program). Members are subject to dollar limitations which must be considered when requesting their guarantee. The transfer agent may reject any signature guarantee if it believes the transaction would otherwise be improper.
The transfer agent reserves the right to waive signature guarantee requirements, require a signature guarantee under other circumstances or reject or delay a redemption if the signature guarantee is not in good form. Faxed signature guarantees are generally not accepted. A notary public cannot provide a signature guarantee. The transfer agent reserves the right to reject a signature guarantee if it is not provided by a STAMP 2000 Medallion guarantor.
26
| Shareholder Information |
| Selling Your Shares |
| continued |
Signature Validation ProgramNon-Financial Transactions
The Signature Validation Program (SVP) is intended to provide validation of authorized signatures for those transactions considered non-financial (i.e., do not involve the sale, redemption or transfer of securities). The purpose of the SVP stamp on a document is to authenticate your signature and to confirm that you have the authority to provide the instructions in the document. This stamp may be obtained from eligible members of a Medallion Signature Guarantee Program (see above) or other eligible guarantor institutions in accordance with SVP. Eligible guarantor institutions generally include banks, broker/dealers, credit unions, members of national securities exchanges, registered securities associations, clearing agencies and savings associations. You should verify with the institution that they are an eligible guarantor institution prior to signing. A notary public cannot provide an SVP stamp. The transfer agent accepts an SVP stamp or a Medallion Signature Guarantee stamp if you request any of the following non-financial transactions:
| ● | A change of name; |
| ● | Add or change banking instructions; |
| ● | Add or change beneficiaries; |
| ● | Add or change authorized account traders; |
| ● | Add a Power of Attorney; |
| ● | Add or change a Trustee; or |
| ● | A UTMA/UGMA custodian change. |
Verifying Telephone Redemptions
The Fund attempts to ensure that telephone redemptions are only made by authorized shareholders. All telephone calls are recorded for your protection and you will be asked for information to verify your identity. Given these precautions, unless you have specifically indicated on your Account Application that you do not want the telephone redemption feature, you may be responsible for any fraudulent telephone orders.
Redemptions Within 10 Days of Shares Purchased by Check
When you have made an investment by check and subsequently request a redemption, you will not receive the redemption proceeds until the Funds transfer agent is satisfied that the check has cleared (which may require up to 10 business days).
Redemption Proceeds
Redemption proceeds are generally paid in cash, but the Fund reserves the right to pay, above certain limits, all or part of any redemption proceeds in kind, that is, in securities with a market value equal to the redemption price. If the Fund makes a payment in securities, the securities will be valued in the same manner as NAV is calculated. The Fund may provide these securities in lieu of cash without prior notice. You would have to pay transaction costs to sell the securities distributed to you, as well as taxes on any capital gains you may realize from the sale, or from the sale of securities you receive. Additional information is available in the Funds SAI.
Delay or Suspension in Payment of Redemption Proceeds
The Fund may suspend the right of redemption and postpone for more than seven days the date of payment upon redemption: (i) during periods when the Exchange is closed other than for weekends and certain holidays or when trading on such Exchange is restricted; (ii) during periods in which, as a result of emergency, disposal, or evaluation of the NAV of the portfolio securities is not reasonably practicable; or (iii) for such other periods as the SEC may permit.
27
| Shareholder Information |
| Selling Your Shares |
| continued |
Closing of Small Accounts
If your account falls below $50 due to redemptions, the Fund may ask you to increase your balance. If it is still below $50 after 30 days, the Fund may close your account and send you the proceeds at the current NAV.
Undeliverable or Uncashed Checks
Any check tendered in payment of a redemption transaction that cannot be delivered by the post office, or which remains uncashed for more than six months, may be reinvested in the shareholders account at the then-current NAV. No interest will accrue on amounts represented by uncashed redemption checks.
Any check tendered in payment of dividends or other distributions that cannot be delivered by the post office or which remains uncashed for more than six months may be reinvested in the shareholders account at the then-current NAV, and if the Fund cannot locate the shareholder, the dividend option may be changed from cash to reinvest. Distributions are reinvested on the ex-date at the NAV determined at the close of business on that date.
Unclaimed Accounts
Per state requirements, property may be transferred to the appropriate state if no activity occurs in the account within the time period specified by state law.
Distribution Arrangements/Sales Charges
This section describes the sales charges and fees you will pay as an investor in different share classes offered by the Fund. The offering price of Class A Shares includes the front-end sales load. There is no sales charge on purchases of Class I Shares. In addition, there are no service fees paid from the Fund for Class I Shares. As such, Class I Shares have lower annual expenses than Class A Shares.
| Class A Shares | Class I Shares | |||
| Sales Charge (Load) | Percentage | No front-end sales | ||
| Amount of Purchase | of | Percentage | charge. | |
| Offering | of | |||
| Price* | Investment | |||
| Less than $50,000 | 5.00% | 5.26% | ||
| $50,000 but less | ||||
| than $100,000 | 4.50% | 4.71% | ||
| $100,000 but less | ||||
| than $250,000 | 3.75% | 3.90% | ||
| $250,000 but less | ||||
| than $500,000 | 2.50% | 2.56% | ||
| $500,000 but less | ||||
| than $1,000,000 | 2.00% | 2.04% | ||
| $1,000,000 and over | None | None | ||
| Servicing Fee | Subject to shareholder servicing fees of up to 0.25% annually of the Funds total average daily net assets attributable to Class A Shares. | No Servicing Fees. | ||
| Fund Expenses | Higher annual expenses than Class I Shares. | Lower annual expenses than Class A Shares. | ||
* The offering price of Class A Shares includes the front-end sales load.
28
| Shareholder Information |
| Distribution Arrangements/Sales Charges |
| continued |
You should note that the sales charge that appears in your trade confirmation may differ slightly from the rate disclosed in this prospectus due to rounding calculations.
As indicated in the above chart, and as discussed further below, you may, under certain circumstances, be entitled to pay reduced sales charges on your purchases of Class A Shares or have those charges waived entirely. To take advantage of these discounts, you or your broker-dealer or financial intermediary must notify the Funds transfer agent at the time of your purchase order that a discount may apply to your current purchase. You may also be required to provide appropriate documentation to receive these discounts, including:
| (A) | Information or records regarding shares of the HSBC Funds held in all accounts (e.g., retirement accounts) of the shareholder at the financial intermediary; | ||
| (B) | Information or records regarding shares of the HSBC Funds held in any account of the shareholder at another financial intermediary; and | ||
| (C) | Information or records regarding shares of the HSBC Funds held at any financial intermediary by related parties of the shareholder, such as members of the same family or household. | ||
You should note in particular that, if the Funds transfer agent is properly notified, as described in Right of Accumulation and Combination Privilege below, the Amount of Purchase in the above chart will be deemed to include all Class A Shares of the HSBC Funds that were acquired by purchase or exchange, and that were subject to a sales charge, that are held at the time of purchase by you, your spouse and your children under age 21. This includes, for example, any shares held at a broker-dealer or financial intermediary other than the one handling your current purchase. In some circumstances, other Fund shares may be aggregated with your current purchase under the Right of Accumulation as described in the SAI. For purposes of determining the Amount of Purchase, all qualifying shares held at the time of purchase will be valued at their current market value.
You should also note that if you provide the Funds transfer agent a signed written letter of intent to invest a total of at least $50,000 in Class A Shares in one or more of the HSBC Funds within a 13 month period, any investments you make during the 13 months will be treated as though the total quantity were invested in one lump sum and you will receive the discounted sales charge based on your investment commitment. You must, however, inform the transfer agent that the letter of intent is in effect each time shares are purchased. Each purchase will be made at NAV plus the sales charge applicable at the time of such purchase to a single transaction of the total amount indicated in the letter of intent.
In addition to the information provided in this prospectus and the SAI, information about sales charge discounts is available from your broker or financial intermediary and, free of charge, on the Funds website at www.investorfunds.us.hsbc.com.
Class A Shares
Sales Charge Reductions
Reduced sales charges for Class A Shares are available to shareholders with investments of $50,000 or more. In addition, you may qualify for reduced sales charges under the following circumstances. See the SAI for additional details.
| ● | Letter of Intent. You inform the Fund in writing that you
intend to purchase enough shares over a 13-month period to qualify for a reduced sales charge. You must
include a minimum of 5% of the total amount you intend to purchase with
your letter of
intent. |
| ● | Right of Accumulation. When the value of Class A Shares that were subject to a sales charge at the time of acquisition, and/or any Class B or Class C Shares that you already own, plus the amount you intend to invest in Class A Shares, reaches the amount needed to qualify for reduced sales charges, your added investment will qualify for the reduced sales charge. You must, at the time of purchase, give the Funds transfer agent sufficient information to permit confirmation of your qualification for the right of accumulation. |
29
| Shareholder Information |
| Distribution Arrangements/Sales Charges |
| continued |
| ● | Combination Privilege. In addition to combining share classes (to
the extent set forth above), you can combine accounts of multiple HSBC Funds (excluding the HSBC
Funds that are money market funds (the HSBC Money Market Funds))
or accounts of immediate family
household members (spouse and children under 21) to achieve reduced sales
charges. The reduced sales charge will apply only to current purchases and must be requested in writing when you buy your shares. If you qualify for a reduced sales charge, it will apply to the total amount of money being invested, even if only a portion of that amount exceeds the breakpoint for the reduced sales charge. For example, if you already own qualifying Class A Shares of an HSBC Fund with a value of $40,000 and wish to invest an additional $20,000 in Class A Shares of an HSBC Fund, the reduced initial sales charge of 4.50% will apply to the full $20,000 purchase and not just to the $10,000 in excess of the $50,000 breakpoint. To qualify for obtaining the discount applicable to a particular purchase, you or your financial intermediary must furnish the transfer agent with a list of the account numbers and the names in which your accounts are registered at the time the purchase is made. |
Class A Shares
Waiver of Sales Charges
The following qualify for waivers of sales charges:
| ● | Shares purchased by investment representatives
through fee-based investment products or accounts. |
| ● | Proceeds from redemptions from any of the HSBC
Funds within 60 days after redemption, if you paid a front-end sales charge for those shares.
|
| ● | Proceeds from redemption of Class A Shares
received from the automatic conversion of Class B Shares of any of the
HSBC Funds within 60 days after
redemption of the Class A Shares. |
| ● | Proceeds from redemptions of Class A Shares of
any HSBC Money Market Fund within 60 days after redemption, if you purchased the shares of the HSBC Money
Market Fund with the proceeds of Class A Shares of any of the HSBC
Funds on which you paid a
front-end sales charge or which were received from the automatic
conversion of Class B Shares of any of the HSBC Funds. |
| ● | Reinvestment of distributions from a deferred
compensation plan, agency, trust, or custody account that was maintained
by the Adviser or its affiliates or
invested in any of the HSBC Funds. |
| ● | Shares purchased for trust or other advisory
accounts established with the Adviser or its affiliates. |
| ● | Shares purchased by tax-qualified employee
benefit plans. |
| ● | Shares purchased by directors, trustees, employees, and family members of the Adviser and its affiliates and any organization that provides services to the HSBC Funds; current and retired Fund trustees; dealers who have an agreement with the Distributor; and any trade organization to which the Adviser or the Sub-Administrator belongs. |
Additional information concerning your ability to qualify for sales charge reductions is set forth in the SAI. You can obtain a copy of the SAI on the Funds website at www.investorfunds.us.hsbc.com
Shareholder Servicing Fees
The Fund has adopted a Shareholder Services Plan for Class A Shares. The Shareholder Services Plan provides that certain financial institutions and securities brokers (Shareholder Servicing Agents) provide certain services to the shareholders of the Fund, including performing certain shareholder account, administrative and service functions.
The shareholder servicing fees vary by share class as follows:
| ● | Class A Shares are subject to a shareholder
servicing fee of up to 0.25% of the average daily net assets of the Class
A Shares of the Fund.
|
| ● | There are no shareholder servicing fees paid from the Funds for Class I Shares. |
30
| Shareholder Information |
| Distribution Arrangements/Sales Charges |
| continued |
Class I Shares
There is no sales charge on purchases of Class I Shares.
Distribution and Shareholder Servicing ArrangementsRevenue Sharing
The Adviser and/or its affiliates may, out of their own resources, and without cost to the Fund, assist in the sale, distribution and/or servicing of the Funds shares. Without limiting the foregoing, the Adviser and/or its affiliates may, out of their own resources, and without cost to the Fund, provide compensation to selected financial intermediaries for marketing and/or shareholder recordkeeping, processing, accounting and/or other administrative services in connection with the sale, distribution and/or servicing of shares and shareholders of the Fund. These payments, which may be significant, are not paid by the Fund, and therefore, do not increase Fund expenses. Accordingly, these payments are not included in the fee and expense tables in this Prospectus. In addition, these payments do not change the price paid by shareholders for the purchase of Fund shares, the amount the Fund receives as proceeds from such sales or the fees and expenses paid by the Fund. Historically, these payments have generally been structured as a percentage of average net assets attributable to the financial intermediary, but may also be structured as a fixed dollar amount, or a combination of the two, or may be calculated on another appropriate basis. These payments are in addition to commissions and 12b-1 fees, shareholder servicing fees and sales charges borne by shareholders. The making of these payments creates a conflict of interest for a financial intermediary receiving such payments to recommend the Funds over another investment. Shareholders should ask their financial intermediaries about how they will be compensated for investments made in the Fund.
Exchanging Your Shares
If exchanging your shares through your financial adviser or broker, ask him or her for exchange procedures. Your adviser and/or broker may have transaction minimums and/or transaction times that will affect your exchange. For all other redemption transactions, follow the instructions below.
You can exchange your shares of the Fund for shares of the same class of another HSBC Fund, usually without paying additional sales charges (see Notes on Exchanges). Transaction fees are generally not charged for exchanges.
You must meet the minimum investment requirements for the HSBC Fund into which you are exchanging. Exchanges from one HSBC Fund to another are taxable.
Instructions for Exchanging Shares
Exchanges may be made by sending a written request to HSBC Funds, PO Box 8106, Boston, MA 02266-8106 or by calling 1-800-782-8183. Please provide the following information:
| ● | Your name and telephone number |
| ● | The exact name on your account and account
number |
| ● | Taxpayer identification number (usually your
social security number) |
| ● | Dollar value or number of shares to be
exchanged |
| ● | The name of the Fund from which the exchange is
to be made |
| ● | The name of the Fund into which the exchange is being made |
See Selling Your Shares for important information about telephone transactions.
To prevent disruption in the management of the Fund due to market timing strategies, excessive exchange activity may be limited.
Notes on Exchanges
When exchanging from an HSBC Fund that has no sales charge or a lower sales charge to an HSBC Fund with a higher sales charge, you will pay the difference.
The registration and tax identification numbers of the two accounts must be identical.
The Exchange Privilege (including automatic exchanges) may be changed or eliminated at any time upon a 60-day notice to shareholders.
31
| Shareholder Information |
|
Exchanging Your
Shares |
Be sure to read carefully the Prospectus of any HSBC Fund into which you wish to exchange shares.
Class A Shares of the Fund may be exchanged for Class D Shares of the HSBC Money Market Funds only if you are otherwise eligible to hold Class D Shares. In all other cases, you will receive Class A Shares of the HSBC Money Market Funds in exchange for your Class A Shares of the HSBC Funds.
Delivery of Shareholder Documents
In an effort to reduce the cost associated with the printing and mailing of prospectuses, annual reports and semi-annual reports as well as reduce the likelihood of our shareholders receiving duplicative mailings, the Fund intends to mail only one prospectus and shareholder report to shareholders having the same last name and residing at a common address. If you wish to receive separate copies of the prospectuses and shareholder reports, please contact your financial adviser or registered representative at the institution where you have your account.
If you are a client of HSBC Securities (USA) Inc., please send your request to the address below:
HSBC Securities (USA) Inc.
P.O. Box 4217
Buffalo, NY 14240-8929
If you have any questions regarding the delivery of shareholder documents, please call 1-800-662-3343.
If your account is held directly with the Fund, please mail your request to the address below:
HSBC Funds
PO Box 8106
Boston, MA 02266-8106
If you have any questions regarding the delivery of shareholder documents, please call 1-800-782-8183.
The Fund will begin sending you individual copies of prospectuses and shareholder reports thirty days after receiving your request.
Other Information
The prospectus and SAI, related regulatory filings, and any other Fund communications or disclosure documents do not purport to create any contractual obligations between the Fund and shareholders. The Fund may amend any of these documents or enter into (or amend) a contract on behalf of the Fund without shareholder approval except where shareholder approval is specifically required. Furthermore, shareholders are not intended third-party beneficiaries of any contracts entered into by (or on behalf of) the Fund, including contracts with the Adviser, Subadviser or other parties who provide services to the Fund.
Dividends, Distributions and Taxes
Dividends and Distributions
All dividends and distributions will be automatically reinvested unless you request otherwise. There are no sales charges for reinvested dividends and distributions. Dividends are higher for Class I Shares than for Class A Shares because Class I Shares have lower operating expenses. Net capital gains are distributed at least annually.
Distributions are made on a per share basis regardless of how long you have owned your shares. Therefore, if you invest shortly before the distribution date, some of your investment will be returned to you in the form of a distribution, which will generally be taxable. To the extent permitted by law, the Fund retains the right to temporarily suspend paying dividends if it is believed to be in the best interest of the Fund.
32
| Shareholder Information |
|
Dividends, Distributions and
Taxes |
Taxes
The following information related to tax matters is meant as a general summary for U.S. taxpayers. Please see the SAI for more information. Because everyones tax situation is unique, you should rely on your own tax advisor for advice about the particular federal, state and local tax consequences to you of investing in the Fund.
| ● | The Fund generally will not have to pay income
tax on amounts it distributes to shareholders, although shareholders will
be taxed on distributions they
receive. |
| ● | Any income the Fund receives and any capital
gain that the Fund derives is paid out, less expenses, to its
shareholders. |
| ● | Dividends from the Fund are paid annually. Net
capital gains, if any, are distributed at least annually. Unless a shareholder elects to receive them in cash,
dividends and distributions will be automatically invested in additional
shares of the Fund.
|
| ● | Dividends and distributions are treated in the
same manner for federal income tax purposes whether you receive them in
cash or in additional shares.
|
| ● | Subject to certain limitations, qualifying
dividends on corporate stock that are designated as qualified dividend
income are eligible for a reduced
maximum rate to individuals of 15% or 20%, depending on whether the
individuals income exceeds
certain threshold amounts. |
| ● | Any portion of the Funds dividend that is
derived from interest will not qualify for the reduced rate of tax that
may apply to certain qualifying
dividends on corporate stock, as described above. Instead, dividends
attributable to interest will
be taxed at the ordinary income tax rate applicable to the taxpayer. If
the Fund reports a dividend as a capital gain distribution (e.g., when the Fund has a gain from the sale of an
asset the Fund held for more than one year), you will pay tax on that dividend at the long-term
capital gains tax rate, no matter how long you have held your Fund
shares. Distributions of
short-term capital gains (e.g., when the Fund
has a gain from the sale of an asset it held for one year or less) are taxable at ordinary income tax
rates. |
| ● | An additional 3.8% Medicare tax is imposed on
certain net investment income (including ordinary dividends and capital
gain distributions received from the
Fund and net gains from redemptions or other taxable dispositions of Fund
shares) of U.S. individuals,
estates and trusts to the extent that such persons modified adjusted
gross income (in the case of an individual) or adjusted gross income (in the case of an estate or
trust) exceeds certain threshold amounts. |
| ● | Dividends are taxable in the year in which they
are paid or deemed paid, even if they appear on your account statement
the following year. If the Fund
declares a dividend in October, November or December of a year and
distributes the dividend in
January of the next year, you may be taxed as if you received it in the
year declared rather than the year received. |
| ● | There may be tax consequences to you if you
dispose of your shares in the Fund, for example, through redemption, exchange or sale. The amount of any gain or
loss and the rate of tax will depend mainly upon how much you pay for
the shares, how much you sell
them for, and how long you held them. |
| ● | Any loss recognized on shares held for six
months or less will be treated as long-term capital loss to the extent of
any long-term capital gain
distributions that were received with respect to the shares. Additionally,
any loss realized on a sale or
exchange of shares of the Fund may be disallowed under wash sale rules
to the extent the shares disposed of are replaced within a period of 61 days
beginning 30 days before and ending 30 days after disposition
including replacements pursuant
to a dividend reinvestment in shares of the Fund. If disallowed, the loss
will be reflected in an adjustment to the tax basis of the shares acquired.
|
| ● | The Internal Revenue Code requires the Fund to report to the Internal Revenue Service, and furnish to Fund shareholders, cost basis information for Fund shares purchased on or after January 1, 2012, and sold on or after that date. The Fund will permit Fund shareholders to elect from among several cost basis methods accepted by the Internal Revenue Service, including average cost. In the absence of an election by a shareholder, the Fund will use the average cost method with respect to that shareholder. |
33
| Shareholder Information |
|
Dividends, Distributions and
Taxes |
| ● | Some foreign governments levy withholding taxes
against dividend and interest income. Although in some countries a portion of these withholding taxes is
recoverable, the non-recovered portion will reduce the income received
from the securities in the
Fund. If more than 50% of the value of the Funds total assets at the
close of its taxable year consists of stock or securities of foreign corporations, the Fund may elect to
pass through to its shareholders the amount of foreign taxes paid or deemed paid by the Fund. If
the Fund so elects, each of its shareholders would be required to include
in gross income, even though
not actually received, its pro rata share of the foreign taxes paid or
deemed paid by the Fund, but
would be treated as having paid its pro rata share of such foreign taxes
and would therefore be allowed to either deduct such amount in computing taxable
income or use such amount (subject to holding period and certain
other limitations) as a foreign
tax credit against federal income tax (but not both). The Fund will
provide you with the information necessary to reflect foreign taxes paid on your income
tax if it makes this election. |
| ● | Information regarding the federal tax status of
distributions made by the Fund will be mailed by February 15th of each
year. The notice will tell you which
dividends must be treated as taxable ordinary income and which (if any)
are long-term capital gain.
Depending on your residence for tax purposes, distributions also may be
subject to state and local taxes, including withholding taxes. |
| ● | If you buy shares of the Fund before it makes a
taxable distribution, the distribution will be taxable to you even though
it may actually be a return of a
portion of your investment. This is known as buying a dividend.
|
| ● | As with all mutual funds, the Fund may be
required to withhold U.S. federal income tax at the rate of 28% of all
taxable distributions payable to you
if you fail to provide the Fund with your correct taxpayer identification
number or to make required
certifications, or if you have been notified by the IRS that you are
subject to backup withholding. Backup withholding is not an additional tax, but is a method in which the
IRS ensures that it will collect taxes otherwise due. Any amounts withheld may be credited against
your U.S. federal income tax liability. |
| ● | Foreign shareholders are generally subject to
special withholding requirements. If the Fund elects to report
distributions of U.S. source interest
and short-term capital gains, such distributions may be paid to foreign
shareholders free of withholding. The Fund has the option of not accepting purchase
orders from non-U.S. investors. |
| ● | If you invest through a tax-deferred retirement
account, such as an IRA, you generally will not have to pay tax on dividends or capital gains until they are
distributed from the account. These accounts are subject to complex tax
rules, and you should consult
your tax adviser about investment through a tax-deferred account.
|
| ● | There is a penalty on certain pre-retirement
distributions from retirement accounts. |
| ● | The Fund is required to withhold U.S. tax (at a 30% rate) on payments of dividends and (effective January 1, 2019) redemption proceeds and certain capital gains dividends, made to certain non-U.S. entities that fail to comply (or be deemed compliant) with extensive new reporting and withholding requirements designed to inform the U.S. Department of the Treasury of U.S.-owned foreign investment accounts. Shareholders may be requested to provide additional information to the Fund to enable the Fund to determine whether withholding is required. |
34
| Financial Highlights |
As of the fiscal year ended October 31, 2016, the Fund had not commenced operations. Therefore, there is no financial information available to report at this time.
35
For more information about the Fund, the following documents are or will be available free upon request:
Annual/Semi-annual Reports:
Once the Fund commences operations, its annual and semi-annual reports to shareholders will contain additional information on the Funds investments.
Statement of Additional Information (SAI):
The SAI provides more detailed information about the Fund, including its operations and investment policies. It is incorporated by reference and legally considered a part of this prospectus.
You can get free copies of the Funds annual and semi-annual reports and the SAI and prospectuses of other funds in the HSBC Family of Funds from the Funds website at www.hsbc.com or at www.investorfunds.us.hsbc.com. You can also obtain these items or request other information, and discuss your questions about the Fund, by contacting a broker or bank through which shares of the Fund may be purchased or sold, or by contacting the Fund at:
|
HSBC Funds |
|
P.O. Box 8106 |
|
Boston, MA 02266-8106 |
|
Telephone: 1-800-782-8183 |
You can review and copy the Funds annual and semi-annual reports and SAI at the Public Reference Room of the SEC in Washington D.C. You can get text-only copies:
| ● |
For a duplicating fee, by writing the SECs
Public Reference Section, Washington, D.C. 20549-0102, or by electronic request at publicinfo@sec.gov. Information on the operation
of the Public Reference Room may be obtained by calling the SEC at 1-202-551-8090 or 1-800-SEC-0330. |
| ● |
Free from the SECs Website at www.sec.gov. |
Investment Company Act File No. 811-04782STATEMENT OF ADDITIONAL INFORMATION
| HSBC FUNDS | ||||
| Class A | Class B | Class C | Class I | |
| EQUITY FUNDS | ||||
| HSBC Opportunity Fund | HSOAX | HOPBX | HOPCX | RESCX |
| WORLD SELECTION FUNDS | ||||
| Aggressive Strategy Fund | HAAGX | HBAGX | HCAGX | --- |
| Balanced Strategy Fund | HAGRX | HSBGX | HCGRX | --- |
| Moderate Strategy Fund | HSAMX | HSBMX | HSCMX | --- |
| Conservative Strategy Fund | HACGX | HBCGX | HCCGX | --- |
| Income Strategy Fund | HINAX | HINBX | HINCX | --- |
P.O. Box 8106
Boston, MA
02266-8106
General and Account Information - (800) 782-8183 (Toll Free)
| HSBC Global Asset Management (USA) Inc., | Citi Fund Services Ohio, Inc., Sub- |
| Investment Adviser and Administrator of the Funds | Administrator of the Funds (Citi or Sub- |
| (Adviser or Administrator) | Administrator) |
| Westfield Capital Management Company, L.P., | |
| Subadviser to HSBC Opportunity Fund | |
| (Westfield) | |
THIS STATEMENT OF ADDITIONAL INFORMATION IS NOT A PROSPECTUS AND IS ONLY AUTHORIZED FOR DISTRIBUTION WHEN PRECEDED OR ACCOMPANIED BY ONE OR MORE OF THE PROSPECTUSES FOR THE FUNDS DATED FEBRUARY 28, 2017 (the Prospectuses). This Statement of Additional Information (SAI) contains additional and more detailed information than that set forth in the Prospectuses and should be read in conjunction with the Prospectuses. The Prospectuses and SAI may be obtained without charge by writing or calling the HSBC Funds (the Trust) at the address and telephone number printed above.
References in this SAI to the Prospectuses are to the Prospectuses dated February 28, 2017 of the Trust by which shares of the funds listed above (each a Fund and, collectively, the Funds) are being offered. Unless the context otherwise requires, terms defined in the Prospectuses have the same meaning in this SAI as in the Prospectuses.
Each Funds current audited financial statements (and the audited financial statements of the corresponding portfolio, for HSBC Opportunity Fund) dated October 31, 2016, are incorporated herein by reference from the Annual Report of the Funds dated October 31, 2016, as filed with the Securities and Exchange Commission (the SEC). Copies of this Annual Report may be obtained without charge by writing or calling the Trust at the address and telephone number printed above.
February 28, 2017
| TABLE OF CONTENTS | |
| Page | |
| GENERAL INFORMATION | 1 |
| THE FUNDS | 1 |
| Opportunity Fund and Opportunity Fund (Class I) (Opportunity Portfolio) | 1 |
| World Selection Funds | 2 |
| INVESTMENT OBJECTIVE, POLICIES AND RESTRICTIONS | 2 |
| INVESTMENT TECHNIQUES AND RISKS | 3 |
| American Depositary Receipts | 5 |
| Asset-Backed Securities | 5 |
| Banking Industry and Savings and Loan Industry Obligations | 6 |
| Brady Bonds | 7 |
| Cash Sweep Program | 7 |
| Convertible Securities | 7 |
| Cyber Security Risk | 9 |
| Derivatives | 9 |
| Emerging Markets | 20 |
| Equity Securities | 25 |
| Eurodollar and Yankee Bank Obligations | 26 |
| Exchange Traded Funds | 26 |
| Exchange Traded Notes | 26 |
| Fixed Income Instruments | 26 |
| Floating and Variable Rate Obligations | 27 |
| Foreign Currency Exchange - Related Securities | 28 |
| Foreign Securities | 30 |
| Global Financial Markets | 31 |
| High Yield/High Risk Securities | 31 |
| Illiquid Investments, Rule 144A Securities, and Section 4(a)(2) Securities | 32 |
| Inverse Floating Rate Obligations | 33 |
| Investment Company Securities | 33 |
| Money Market Securities | 34 |
| Mortgage Dollar Roll Transactions | 34 |
| Mortgage-Related Securities | 35 |
| Operational Risk | 41 |
| Other Depositary Receipts (CDRs, EDRs, GDRs) | 42 |
| Real Estate Securities | 42 |
| Repurchase Agreements | 43 |
| Short Sales | 43 |
| Short-Term Trading | 44 |
| Sovereign and Supranational Debt Obligations | 44 |
| U.S. Government Securities | 44 |
| Warrants | 45 |
| When-Issued and Delayed-Delivery Securities | 45 |
| Writing Covered Calls | 46 |
| Zero Coupon Obligations | 46 |
| PORTFOLIO TURNOVER | 46 |
ii
| PORTFOLIO TRANSACTIONS | 47 |
| DISCLOSURE OF PORTFOLIO HOLDINGS | 50 |
| INVESTMENT RESTRICTIONS | 51 |
| All Funds | 51 |
| Opportunity Fund and Opportunity Fund (Class I) (Opportunity Portfolio) | 52 |
| World Selection Funds | 54 |
| Percentage and Rating Restrictions (All Funds) | 55 |
| MANAGEMENT OF THE TRUST | 55 |
| Board of Trustees | 55 |
| Board Composition and Leadership Structure | 55 |
| Boards Role in Risk Oversight of the Trust | 56 |
| Qualifications of the Trustees | 57 |
| Committees | 60 |
| Fund Ownership | 61 |
| Trustee and Officer Compensation | 62 |
| Proxy Voting | 62 |
| INVESTMENT ADVISORY AND OTHER SERVICES | 63 |
| Investment Adviser | 63 |
| Subadviser | 65 |
| Portfolio Managers | 65 |
| Distribution Plans - Class A, Class B, and Class C Shares Only | 70 |
| The Distributor | 71 |
| Payments to Financial Intermediaries | 72 |
| Shareholder Services Plan | 74 |
| Administrator and Sub-Administrator | 74 |
| Transfer Agent | 76 |
| Custodian | 76 |
| Fund Accounting Agent | 76 |
| Shareholder Servicing Agents | 77 |
| Federal Banking Law | 77 |
| Expenses | 78 |
| DETERMINATION OF NET ASSET VALUE | 78 |
| PURCHASE OF SHARES | 82 |
| Exchange Privilege | 84 |
| In-Kind Purchases | 84 |
| Automatic Investment Plan | 85 |
| Purchases Through a Shareholder Servicing Agent or a Securities Broker | 85 |
| SALES CHARGES | 86 |
| Class A Shares | 86 |
iii
| Sales Charge Waivers | 86 |
| Concurrent Purchases | 87 |
| Letter of Intent | 87 |
| Right of Accumulation | 88 |
| Contingent Deferred Sales Charge (CDSC) - Class B Shares | 88 |
| Conversion Feature - Class B Shares and Class C Shares | 89 |
| Level Load Alternative - Class C Shares | 89 |
| REDEMPTION OF SHARES | 89 |
| Systematic Withdrawal Plan | 90 |
| Redemption of Shares Purchased Directly Through the Funds | 91 |
| RETIREMENT PLANS | 91 |
| Individual Retirement Accounts (IRAs) | 91 |
| Defined Contribution Plans | 91 |
| Section 457 Plan, 401(k) Plan, 403(b) Plan | 92 |
| DIVIDENDS AND DISTRIBUTIONS | 92 |
| DESCRIPTION OF SHARES, VOTING RIGHTS, AND LIABILITIES | 92 |
| OWNERSHIP OF THE FUNDS | 94 |
| TAXATION | 97 |
| Tax Status of the Funds | 97 |
| The Portfolio | 98 |
| Distributions in General | 98 |
| Sale, Exchange, or Redemption of Shares | 99 |
| Backup Withholding | 100 |
| Other Taxation | 100 |
| Foreign Shareholders | 100 |
| Fund Investments | 101 |
| Special Tax Considerations for the World Selection Funds | 102 |
| Foreign Tax Issues | 103 |
| OTHER INFORMATION | 105 |
| Capitalization | 105 |
| Independent Registered Public Accounting Firm | 105 |
| Counsel | 105 |
| Code of Ethics | 105 |
| Registration Statement | 106 |
| Financial Statements | 106 |
| Shareholder Inquiries | 106 |
| APPENDIX A: DESCRIPTION OF SECURITIES RATINGS | A-1 |
| APPENDIX B: DESCRIPTION OF MUNICIPAL OBLIGATIONS | B-1 |
| APPENDIX C: HSBC FUNDS PROXY VOTING POLICY | C-1 |
| APPENDIX D: PROXY VOTING POLICY AND PROCEDURES for HSBC GLOBAL ASSET MANAGEMENT (USA) INC. and HSBC GLOBAL ASSET MANAGEMENT (HONG KONG) LIMITED | D-1 |
| APPENDIX E: WESTFIELD CAPITAL, PROXY VOTING POLICY | E-1 |
iv
GENERAL INFORMATION
THE FUNDS
The HSBC Opportunity Fund (Opportunity Fund) and HSBC Opportunity Fund (Class I Shares) (Opportunity Fund (Class I)) and the Aggressive Strategy Fund (Aggressive Strategy Fund), Balanced Strategy Fund (Balanced Strategy Fund), Conservative Strategy Fund (Conservative Strategy Fund), Moderate Strategy Fund (Moderate Strategy Fund) and Income Strategy Fund (Income Strategy Fund) (each a World Selection Fund), are separate series of the Trust, an open-end, management investment company that currently consists of multiple series, each of which has its own distinct investment objectives and policies. Each Fund is diversified within the meaning of the Investment Company Act of 1940, as amended (the 1940 Act). Each Fund is described in this SAI. The Trust also includes certain fixed income, equity and money market funds (Money Market Funds) that are covered in separate SAIs.
OPPORTUNITY FUND AND OPPORTUNITY FUND (CLASS I) (OPPORTUNITY PORTFOLIO)
The Opportunity Fund and Opportunity Fund (Class I), which are separate series of the Trust, are feeder funds (each, a Feeder Fund and, together, the Feeder Funds,) in a master/feeder arrangement whereby the Feeder Funds seek to achieve their investment objectives by investing all of their assets in the HSBC Opportunity Portfolio (the Portfolio or Opportunity Portfolio), a separate series of the Trust, which has the same investment objective as the Feeder Funds, as indicated below:
| Feeder Fund | Classes Offered | Underlying Portfolio |
| (Master Portfolio) | ||
| Opportunity Fund Opportunity Fund (Class I) |
Class
A, B and C Class I |
Opportunity Portfolio |
With respect to the Feeder Funds, the descriptions of the Funds in this SAI are inclusive of the Portfolio in which the Funds invest. Shares of the Opportunity Fund are divided into three separate classes: Class A Shares (the Class A Shares), Class B Shares (the Class B Shares) and Class C Shares (the Class C Shares). The Opportunity Fund (Class I) only offers Class I Shares (the Class I Shares), which are offered to investment management clients of the Adviser and its affiliates, or to investors that meet certain minimum investment requirements. Shares of the Funds, except Class B Shares, are continuously offered by the Distributor. See the Prospectuses and Purchase of Shares and Sales Charges for information about the various classes and eligibility to invest therein.
Although the Portfolio will invest primarily in common stocks, the Portfolio may, to a limited extent, seek appreciation in other types of securities such as foreign or convertible securities and warrants when relative values make such purchases appear attractive either as individual issues or as types of securities in certain economic environments. The Opportunity Portfolio may invest up to 20% (and generally expects to invest between 5% and 10%) in foreign securities, excluding American Depositary Receipts (ADRs).
When Westfield, the subadviser to the Portfolio, believes that investing for temporary defensive reasons is appropriate, such as during times of international, political or economic uncertainty or turmoil, or in order to meet anticipated redemption requests, part or all of the Portfolios assets may be invested in cash (including foreign currency) or cash equivalent short-term obligations including, but not limited to, certificates of deposit, commercial paper, short-term notes and U.S. Government securities. U.S. Government securities in which the Portfolio may invest include: (i) U.S. Treasury obligations, which differ only in their interest rates, maturities and times of issuance, including: U.S. Treasury bills (maturities of one year or less); U.S. Treasury notes (maturities of one to ten years); and U.S. Treasury bonds (generally maturities of greater than ten years), all of which are backed by the full faith and credit of the U.S. Government; and (ii) obligations issued or guaranteed by U.S. Government agencies, authorities or instrumentalities, some of which are backed by the full faith and credit of the U.S. Treasury (e.g., direct pass-through certificates of the Government National Mortgage Association), some of which are supported by the right of the issuer to borrow from the U.S. Government (e.g., obligations of Federal Home Loan Banks) and some of which are backed only by the credit of the issuer itself (e.g., obligations of the Federal Farm Credit Bank). The Portfolios investment objective may not be achieved when it is invested in a temporary defensive position.
1
WORLD SELECTION FUNDS
Each World Selection Fund is a fund of funds, meaning that it seeks to achieve its investment objective by investing primarily in a combination of mutual funds managed by the Adviser (the Affiliated Underlying Funds) and mutual funds and exchange-traded funds (ETFs) managed by investment advisers that are not associated with the Adviser (Unaffiliated Underlying Funds and, together with the Affiliated Underlying Funds, the Underlying Funds). The World Selection Funds may invest in both actively-managed and passively-managed Underlying Funds to implement the Advisers investment views. Each World Selection Fund may also purchase and hold exchange-traded notes (ETNs). Each World Selection Fund invests according to the investment objectives and strategies described in its Prospectus.
The World Selection Funds provide an asset allocation option to investors who seek to diversify their investment across a variety of asset classes. The World Selection Funds consist of the following asset allocation Funds: Aggressive Strategy Fund, Conservative Strategy Fund, Balanced Strategy Fund, Moderate Strategy Fund and Income Strategy Fund. Each World Selection Fund offers three different classes of shares: Class A Shares, Class B Shares and Class C Shares. Each class of shares has different characteristics and is subject to different fees and expenses. Shares of the Funds, except Class B Shares, are continuously offered by the Distributor. See the Prospectuses and Purchase of Shares and Sales Charges for information about the various classes and eligibility to invest therein.
INVESTMENT OBJECTIVE, POLICIES AND RESTRICTIONS
The following information supplements the discussion of the investment objective, policies, and risks of each Fund in the Prospectuses. There can be no assurance that the investment objectives of a Fund will be achieved. Except as otherwise indicated, the investment objective and related policies and strategies of a Fund are not fundamental and may be changed by the Board of Trustees of the Trust (the Board) without the approval of Fund shareholders. Shareholders will be given advance notice of material changes to a Fund's investment objective or other non-fundamental investment policies. If there is a change, shareholders should consider whether a Fund remains an appropriate investment in light of their then-current financial position and needs.
With respect to the Feeder Funds, it should be understood that all discussions of investment objectives, strategies and risks of a Fund refer also to the investment objectives, strategies and risks of the Underlying Portfolio.
With respect to the World Selection Funds, the discussions in the Prospectus of investment objectives, strategies, and risks that are applicable to the Underlying Funds in which a World Selection Fund invests are relevant to understanding the investment objectives, strategies, and risks of the World Selection Fund. The ability of a World Selection Fund to meet its investment objective depends on the ability of the Underlying Funds to meet their own investment objectives. It is possible that one or more Underlying Funds will not meet their own investment objectives, which would affect a World Selection Funds performance. There can be no assurance that the investment objective of any World Selection Fund or any Underlying Fund will be achieved.
2
The Trust, on behalf of the Funds, has claimed an exclusion from the definition of the term commodity pool operator (CPO) under the Commodity Exchange Act (CEA) and, therefore, is not subject to registration or regulation as a CPO under the CEA. The Adviser is not deemed to be a CPO with respect to its service as investment adviser to the Funds. To the extent that the Trust, on behalf of the Funds, is no longer eligible to claim an exclusion from Commodity Futures Trading Commission (CFTC) regulation, the Funds may consider steps in order to continue to qualify for this exclusion, or may determine to operate subject to CFTC regulation. If a Fund operates subject to CFTC regulation, it may incur additional compliance and other expenses.
For purposes of this SAI, references to a Funds subadviser (each, a Subadviser) should be understood as referring to the relevant Subadviser.
INVESTMENT TECHNIQUES AND RISKS
Each Fund (through its investments in the Underlying Funds for each World Selection Fund) invests in a variety of securities in accordance with its investment objectives and policies (as described in the Prospectuses and above in this SAI) and employs a number of investment techniques. Each type of security and technique involves certain risks. The following is an alphabetical list of the investment techniques used by the Funds as indicated in the table, and the main risks associated with those techniques.
For the Opportunity Fund and Opportunity Fund (Class I) (the Equity Funds), references to investment techniques employed by a Fund refer to the techniques employed by the relevant Underlying Portfolio. References to the Adviser should be understood as referring jointly to the Adviser and the relevant Subadviser. For the World Selection Funds, references to investment techniques employed by a Fund refer to the techniques employed by the relevant Underlying Funds.
The table below indicates the types of investments and techniques that are material to the investment strategies employed by each Fund. In some cases, the omission of a Fund is not intended to imply that the Fund is precluded from investing in the types of investments or employing the techniques indicated below. Generally, if a particular type of investment or technique is not indicated as being applicable to a particular Fund, the particular type of investment or technique will not be material to the investment strategies employed by the Fund, although any risk factors that are stated more generally with respect to any broader category of investment or technique may still apply.
3
|
Equity Funds |
World Selection Funds | |||||
| Type of Investment Technique or Risk |
Opportunity |
Aggressive |
Balanced |
Conservative |
Moderate |
Income |
| American Depositary Receipts | X | X | X | X | X | X |
| Asset-Backed Securities | X | X | X | X | X | |
| Brady Bonds | X | X | X | X | X | |
| Cash Sweep Program | X | X | X | X | X | X |
| Convertible Securities | X | X | X | X | X | X |
| Cyber Security Risk | X | X | X | X | X | X |
| Derivatives | X | X | X | X | X | |
| Emerging Markets | X | X | X | X | X | X |
| Equity Securities | X | X | X | X | X | X |
| Eurodollar and Yankee Bank Obligations | X | X | X | X | X | |
| Exchange Traded Funds | X | X | X | X | X | X |
| Exchange Traded Notes | X | X | X | X | X | |
| Fixed Income Instruments | X | X | X | X | X | X |
| Floating and Variable Rate Obligations | X | X | X | X | X | |
| Foreign Currency Exchange - Related Securities | X | X | X | X | X | X |
| Foreign Securities | X | X | X | X | X | X |
| Global Financial Markets | X | X | X | X | X | X |
| High Yield/High Risk Securities | X | X | X | X | X | X |
| Illiquid Investments, Rule 144A Securities, and | X | X | X | X | X | X |
| Section 4(a)(2) Securities | ||||||
| Inverse Floating Rate Obligations | X | X | X | X | X | |
| Investment Company Securities | X | X | X | X | X | X |
| Money Market Securities | X | X | X | X | X | X |
| Mortgage Dollar Roll Transactions | X | X | X | X | X | |
| Mortgage-Related Securities | X | X | X | X | X | X |
| Operational Risk | X | X | X | X | X | X |
| Other Depositary Receipts (ADRs, CDRs, EDRs, GDRs) | X | X | X | X | X | |
| Real Estate Securities | X | X | X | X | X | X |
| Repurchase Agreements | X | X | X | X | X | X |
| Short Sales | X | X | X | X | X | |
| Short-Term Trading | X | X | X | X | X | X |
| Sovereign and Supranational Debt Obligations | X | X | X | X | X | X |
| U.S. Government Securities | X | X | X | X | X | X |
| Warrants | X | X | X | X | X | |
| When-Issued and Delayed-Delivery Securities |
X |
X | X | X | X | X |
| Writing Covered Calls | X | X | X | X | X | |
| Zero Coupon Obligations | X | X | X | X | X | |
4
AMERICAN DEPOSITARY RECEIPTS
The Funds may invest in ADRs. ADRs are certificates issued by a U.S. depository (usually a bank) and represent a specified quantity of shares of an underlying non-U.S. stock on deposit with a custodian bank as collateral. ADRs may be sponsored or unsponsored. A sponsored ADR is issued by a depository that has an exclusive relationship with the issuer of the underlying security. An unsponsored ADR may be issued by any number of U.S. depositories. Under the terms of most sponsored arrangements, depositories agree to distribute notices of shareholder meetings and voting instructions, and to provide shareholder communications and other information to the ADR holders at the request of the issuer of the deposited securities. The depository of an unsponsored ADR, on the other hand, is under no obligation to distribute shareholder communications received from the issuer of the deposited securities or to pass through voting rights to ADR holders in respect of the deposited securities. A Fund may invest in either type of ADR.
Although a U.S. investor (such as a Fund) holds a substitute receipt of ownership rather than direct stock certificates, the use of the depositary receipts in the United States can reduce costs and delays as well as potential currency exchange and other difficulties. The Funds may purchase securities in local markets and direct delivery of these ordinary shares to the local depository of an ADR agent bank in the foreign country. Simultaneously, the ADR agents create a certificate that settles at the Funds custodian in five days. The Funds may also execute trades on the U.S. markets using existing ADRs. A foreign issuer of the security underlying an ADR is generally not subject to the same reporting requirements in the United States as a domestic issuer. Accordingly, the information available to a U.S. investor will be limited to the information the foreign issuer is required to disclose in its own country and the market value of an ADR may not reflect undisclosed material information concerning the issuer of the underlying security. ADRs may also be subject to exchange rate risks if the underlying foreign securities are denominated in foreign currency. Other types of depositary receipts are discussed under Other Depositary Receipts in this section.
ASSET-BACKED SECURITIES
The Funds may invest in asset-backed securities. Through the use of trusts and special purpose subsidiaries, various types of assets, including auto loans, credit card receivables, home equity loans, and student loans, are being securitized in pass-through structures similar to the mortgage pass-through structures described below or in a pass-through structure similar to the collateralized mortgage structure.
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Asset-backed securities are often subject to more rapid repayment than their stated maturity date would indicate as a result of the pass-through of prepayments of principal on the underlying loans. During periods of declining interest rates, prepayment of loans underlying asset-backed securities can be expected to accelerate. Accordingly, a Funds ability to maintain positions in such securities will be affected by reductions in the principal amount of such securities resulting from prepayments, and its ability to reinvest the returns of principal at comparable yields is subject to generally prevailing interest rates at that time. To the extent that a Fund invests in asset-backed securities, the values of the Funds portfolio securities will vary with changes in market interest rates generally and the differentials in yields among various kinds of asset-backed securities.
Asset-backed securities present certain additional risks because asset-backed securities generally do not have the benefit of a security interest in collateral that is comparable to mortgage assets. Credit card receivables are generally unsecured and the debtors on such receivables are entitled to the protection of a number of state and federal consumer credit laws, many of which give such debtors the right to set-off certain amounts owed on the credit cards, thereby reducing the balance due. Automobile receivables generally are secured, but by automobiles rather than residential real property. Most issuers of automobile receivables permit the loan servicers to retain possession of the underlying obligations. If the servicer were to sell these obligations to another party, there is a risk that the purchaser would acquire an interest superior to that of the holders of the asset-backed securities. In addition, because of the large number of vehicles involved in a typical issuance and technical requirements under state laws, the trustee for the holders of the automobile receivables may not have a proper security interest in the underlying automobiles. Therefore, if the issuer of an asset-backed security defaults on its payment obligations, there is the possibility that, in some cases, a Fund will be unable to possess and sell the underlying collateral and that the Funds recoveries on repossessed collateral may not be available to support payments on these securities. The risks associated with asset-backed securities are often reduced by the addition of credit enhancements such as a letter of credit from a bank, excess collateral or a third-party guarantee. However, the Funds are subject to the credit risk of the person or entities providing the credit enhancements.
BANKING INDUSTRY AND SAVINGS AND LOAN INDUSTRY OBLIGATIONS
The World Selection Funds may invest in certificates of deposit, time deposits, bankers acceptances, and other short-term debt obligations issued by commercial banks and savings and loan associations (S&Ls). Certificates of deposit are receipts from a bank or S&L for funds deposited for a specified period of time at a specified rate of return. Time deposits in banks or S&Ls are generally similar to certificates of deposit but are uncertificated. Bankers acceptances are time drafts drawn on commercial banks by borrowers, usually in connection with international commercial transactions. Time deposits maturing in more than seven days and subject to withdrawal penalties will be subject to each Funds restriction on investments in illiquid securities.
The Funds will not invest in any obligation of a commercial bank unless (i) the bank has total assets of at least $1 billion, or the equivalent in other currencies, or, in the case of domestic banks that do not have total assets of at least $1 billion, the aggregate investment made in any one such bank is limited to $250,000 and the principal amount of such investment is insured in full by the Federal Deposit Insurance Corporation (the FDIC); (ii) in the case of U.S. banks, it is a member of the FDIC; and (iii) in the case of foreign banks and foreign branches of U.S. banks, the security is deemed by the Adviser to be of an investment quality comparable with other debt securities that may be purchased by the Funds.
The Funds may also invest in obligations of U.S. banks, foreign branches of U.S. banks (Eurodollars) and U.S. branches of foreign banks (Yankee dollars) as a temporary defensive measure. Euro and Yankee dollar investments will involve some of the same risks as investing in foreign securities, as described below.
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BRADY BONDS
The Funds may invest a portion of their assets in Brady Bonds, which are securities created through the exchange of existing commercial bank loans to sovereign entities for new obligations in connection with debt restructurings. Brady Bonds are not considered U.S. Government securities.
Brady Bonds may be collateralized or uncollateralized and are issued in various currencies (primarily the U.S. dollar). U.S. dollar-denominated, collateralized Brady Bonds, which may be fixed rate par bonds or floating rate discount bonds, are generally collateralized in full as to principal by U.S. Treasury zero coupon bonds having the same maturity as the Brady Bonds. Interest payments on these Brady Bonds generally are collateralized on a one-year or longer rolling-forward basis by cash or securities in an amount that, in the case of fixed rate bonds, is equal to at least one year of interest payments or, in the case of floating rate bonds, initially is equal to at least one years interest payments based on the applicable interest rate at that time and is adjusted at regular intervals thereafter. Certain Brady Bonds are entitled to value recovery payments in certain circumstances, which in effect constitute supplemental interest payments but generally are not collateralized. Brady Bonds are often viewed as having three or four valuation components: (i) the collateralized repayment of principal at final maturity; (ii) the collateralized interest payments; (iii) the uncollateralized interest payments; and (iv) any uncollateralized repayment of principal at maturity (these uncollateralized amounts constitute the residual risk).
Brady Bonds involve various risk factors, including the history of defaults with respect to commercial bank loans by public and private entities of countries issuing Brady Bonds. Investments in Brady Bonds are to be viewed as speculative. There can be no assurance that Brady Bonds in which the Funds may invest will not be subject to restructuring arrangements or to requests for new credit, which may cause a Fund to suffer a loss of interest or principal on any of its holdings.
CASH SWEEP PROGRAM
Each Fund may participate in a cash sweep program (the Cash Sweep Program). In the Cash Sweep Program, a Funds uninvested cash balances are used to purchase Class I Shares of the HSBC U.S. Government Money Market Fund (the Government Money Market Fund). The Cash Sweep Program can reduce exposure to the risk of counterparty default on repurchase agreements and the market risk associated with direct purchases of short-term obligations, while providing ready liquidity and increased diversity of holdings. Class I Shares of the Government Money Market Fund sold to and redeemed from a Fund will not be subject to a sales charge, as defined in rule 2830(b)(8) of the Conduct Rules of the Financial Industry Regulatory Authority (FINRA), or service fee, as defined in rule 2830(b)(9) of the Conduct Rules of FINRA, in connection with the purchase, sale, or redemption of such shares by a Fund, or the advisory fee for the investing Fund will be waived in an amount that offsets the amount of such sales charges and/or service fees incurred by that Fund. More detailed information about the Government Money Market Fund and money market funds in general may be found in the current Prospectus and the separate SAI that includes the various HSBC Money Market Funds and under MONEY MARKET SECURITIES in this section.
CONVERTIBLE SECURITIES
The Funds may invest in securities that are convertible into common stock. Convertible bonds are issued with lower coupons than non-convertible bonds of the same quality and maturity, but they give holders the option to exchange their bonds for a specific number of shares of the companys common stock at a predetermined price. This structure allows the convertible bond holder to participate in share price movements in the companys common stock. The actual return on a convertible bond may exceed its stated yield if the companys common stock appreciates in value, and the option to convert to common shares becomes more valuable. Because of the conversion feature, the price of the convertible security will normally fluctuate in some proportion to changes in the price of the underlying asset, and as such is subject to risks relating to the activities of the issuer and/or general market and economic conditions. The income component of a convertible security may tend to cushion the security against declines in the price of the underlying asset. However, the income component of convertible securities causes fluctuations based upon changes in interest rates and the credit quality of the issuer. See Equity Securities in this section.
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Convertible preferred stocks are non-voting equity securities that pay a fixed dividend. These securities have a convertible feature similar to convertible bonds; however, they do not have a maturity date. Due to their fixed income features, convertible issues typically are more sensitive to interest rate changes than the underlying common stock. In the event of liquidation, bondholders would have claims on company assets senior to those of stockholders; preferred stockholders would have claims senior to those of common stockholders.
A convertible security may be subject to redemption at the option of the issuer at a predetermined price. If a convertible security held by a Fund is called for redemption, the Fund would be required to permit the issuer to redeem the security and convert it to underlying common stock, or would sell the convertible security to a third party, which may have an adverse effect on the Funds ability to achieve its investment objective.
Contingent convertible bonds (CoCo bonds) are hybrid bonds typically issued by banks. When the issuers capital ratio falls below a specified trigger level, or in a regulators discretion depending on the regulators judgment about the issuers solvency prospects, a CoCo bond may be written down, written off or converted into an equity security. Due to the contingent write-down, write-off and conversion feature, CoCo bonds may have substantially greater risk than other securities in times of financial stress. If the trigger level is breached, the issuers decision to write down, write off or convert a CoCo bond may be outside a Funds control. Any such action could have an adverse effect on the Funds returns, and the Fund may suffer a complete loss on an investment in CoCo bonds with no chance of recovery even if the issuer remains in existence.
In addition, coupon payments on CoCo bonds are discretionary and may be cancelled by the issuer at any point, for any reason, and for any length of time. The discretionary cancellation of payments is not an event of default and there are no remedies to require re-instatement of coupon payments or payment of any past missed payments. Coupon payments may also be subject to approval by the issuers regulator and may be suspended in the event there are insufficient distributable reserves. Due to uncertainty surrounding coupon payments, CoCo bonds may be volatile and their price may decline rapidly in the event that coupon payments are suspended.
CoCo bonds typically are structurally subordinated to traditional convertible bonds in the issuers capital structure. In certain scenarios, investors in CoCo bonds may suffer a loss of capital ahead of equity holders or when equity holders do not. CoCo bonds are perpetual instruments and may only be callable at predetermined dates upon approval of the applicable regulatory authority. There is no guarantee that a Fund will receive return of principal on CoCo bonds. Moreover, CoCo bonds are a newer form of instrument and the regulatory environment for these instruments continues to evolve. Because the market for CoCo bonds is evolving, it is uncertain how the larger market for contingent convertible securities would react to an issuers capital ratio falling below a specific trigger level or a coupon suspension applicable to a single issuer.
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CYBER SECURITY RISK
The Funds face greater risks of cyber security breaches because of the broad use of technology such as computer systems and the internet that has developed in the course of business. In general, cyber-attacks result from deliberate attacks but other events may have effects similar to those caused by cyber-attacks. Cyber-attacks include, among others, stealing or corrupting data that is maintained online or digitally, denial-of-service attacks on websites, and the unauthorized release of confidential information. Cyber-attacks affecting a Fund or its investment adviser, subadviser, custodian, transfer agent, intermediary or other third-party service provider may adversely impact the Fund. These cyber-attacks have the ability to cause disruptions and impact business operations, to result in financial losses, to prevent shareholders from transacting business, and to lead to violations of applicable privacy and other laws, regulatory fines, penalties, reputational damage, reimbursement or other compensation costs, and/or additional compliance costs. Similar to operational risk in general, the Funds and their investment adviser have instituted risk management systems designed to minimize the risks associated with cyber security. However, it is not certain that these systems will succeed, especially because the Funds do not directly control the cyber security systems of the service providers to the Funds, their trading counterparties, or the issuers in which a Fund may invest. Moreover, there is a risk that the cyber-attacks will not be detected.
DERIVATIVES
The Funds (except the Opportunity Fund and Opportunity Fund (Class I)) may invest in various instruments that are commonly known as derivatives. Generally, a derivative is a financial arrangement the value of which is based on, or derived from, a traditional security, asset, or market index. Some derivatives are in many respects like any other investment, although they may be more volatile or less liquid than more traditional debt securities. There are, in fact, many different types of derivatives and many different ways to use them. There is a range of risks associated with the use of derivatives, including the possibility of a total loss of the amount invested. Futures and options are commonly used for traditional hedging purposes to attempt to protect a Fund from exposure to changing interest rates, securities prices, or currency exchange rates and for cash management purposes as a low-cost method of gaining exposure to a particular securities market without investing directly in those securities. The Funds may use derivatives for hedging purposes or cash management purposes, as a substitute for investing directly in securities, or as part of a strategy to gain exposure to characteristics of investments in foreign markets through efficient portfolio management techniques. When a derivative is used as a hedge against a position that a Fund holds, any loss generated by the derivative generally should be substantially offset by gains on the hedged investment, and vice versa. Although hedging can reduce or eliminate losses, it can also reduce or eliminate gains. Hedges are sometimes subject to imperfect matching between the derivative and the underlying security, and there can be no assurance that a Funds hedging transactions will be effective. A Fund may use derivatives to seek to enhance return when the Adviser believes the investment will assist the Fund in achieving its investment objectives. For example, a Fund may also invest in derivatives to create synthetic foreign positions when direct investments may not be available or permissible.
Because the markets for certain derivative instruments (including markets located in foreign countries) are relatively new and still developing, appropriate derivatives transactions may not be available in all circumstances for risk management or other purposes. Upon the expiration of a particular contract, a Fund may wish to retain a Fund's position in the derivative instrument by entering into a similar contract, but may be unable to do so if the counterparty to the original contract is unwilling to enter into the new contract and no other appropriate counterparty can be found. When such markets are unavailable, a Fund will be subject to increased liquidity risk.
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Also, any additional future regulation of the derivatives markets may make derivatives more costly, may limit the availability of derivatives, or may otherwise adversely affect the value or performance of derivatives. Any such adverse future developments could impair the effectiveness of a Funds derivatives transactions and cause the Fund to lose value. For example, in December 2015, the SEC proposed a new rule to regulate the use of derivatives by registered investment companies, such as the Funds. If the rule goes into effect, it could limit the ability of a Fund to invest or remain invested in derivatives. In addition, other future regulatory developments may impact a Funds ability to invest or remain invested in certain derivatives. Legislation or regulation may also change the way in which a Fund itself is regulated. HSBC cannot predict the effects of any new governmental regulation that may be implemented on the ability of a Fund to use swaps or any other financial derivative product, and there can be no assurance that any new governmental regulation will not adversely affect a Funds ability to achieve its investment objectives.
The risks associated with derivatives are heightened when the Adviser uses derivatives to enhance a Funds return or as a substitute for a position or security, rather than solely to hedge (or offset) the risk of a position or security held by the Fund. The success of the Advisers derivatives strategies will also be affected by its ability to assess and predict the impact of market or economic developments on the underlying asset, index or rate and the derivative itself, without the benefit of observing the performance of the derivative under all possible market conditions. Certain derivative positions may be difficult to close out when a Funds portfolio managers may believe it would be appropriate to do so.
Forward Foreign Currency Contracts And Options On Foreign Currencies
The Funds may enter into forward foreign currency contracts and options on foreign currencies. Forward foreign currency exchange contracts (forward contracts) are generally intended to minimize the risk of loss to a Fund from adverse changes in the relationship between the U.S. dollar and foreign currencies. By entering into transactions in forward contracts, however, a Fund may be required to forego the benefits of advantageous changes in exchange rates and, in the case of forward contracts entered into for non-hedging purposes, the Fund may sustain losses that will reduce its gross income. Forward contracts are typically traded over-the-counter and not on organized commodities or securities exchanges. As a result, such contracts operate in a manner distinct from exchange-traded instruments and their use involves certain risks beyond those associated with transactions in futures contracts or options traded on exchanges.
A forward contract is an obligation to purchase or sell a specific currency for an agreed price at a future date that is individually negotiated and privately traded by currency traders and their customers. A forward contract may be used, for example, when a Fund enters into a contract for the purchase or sale of a security denominated in a foreign currency in order to lock in the U.S. dollar price of the security.
There is a risk in adopting a synthetic investment position to the extent that the value of a security denominated in U.S. dollars or other foreign currency is not exactly matched with a Funds obligation under the forward contract. On the date of maturity, a Fund may be exposed to some risk of loss from fluctuations in that currency. When a Fund enters into a forward contract for purposes of creating a synthetic security, it will generally be required to hold high-grade, liquid securities or cash in a segregated account with a daily value at least equal to its obligation under the forward contract.
Transactions in forward contracts entered into for hedging purposes will include forward purchases or sales of foreign currencies for the purpose of protecting the U.S. dollar value of securities denominated in a foreign currency or protecting the U.S. dollar-equivalent of interest or dividends to be paid on such securities. By entering into such transactions, however, a Fund may be required to forego the benefits of advantageous changes in exchange rates. The Funds that may use derivatives to enhance their returns may enter into transactions in forward contracts for purposes other than hedging, which presents greater profit potential but also involves increased risk of losses that will reduce their gross income. If the expected changes in the value of the currency occur, a Fund will realize profits that will increase its gross income. Where exchange rates do not move in the direction or to the extent anticipated, however, a Fund may sustain losses that will reduce its gross income. Such transactions, therefore, could be considered speculative.
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Futures Contracts
The Funds may buy and sell futures contracts that relate to (1) broadly-based stock indices (these are referred to as "stock index futures"), (2) an individual stock ("single stock futures"), (3) other broadly-based securities indices (these are referred to as "financial futures"), and (4) foreign currencies. A broadly-based stock index is used as the basis for trading stock index futures. They may, in some cases, be based on stocks of issuers in a particular industry or group of industries. A stock index assigns relative values to the common stocks included in the index and its value fluctuates in response to the changes in value of the underlying stocks. A stock index cannot be purchased or sold directly. Financial futures are similar contracts based on the future value of the basket of securities that comprise the index. These contracts obligate the seller to deliver, and the purchaser to take, cash to settle the futures transaction. There is no delivery made of the underlying securities to settle the futures obligation. Either party may also settle the transaction by entering into an offsetting contract.
A sale of a futures contract means the acquisition of a contractual obligation to deliver the securities or to make or accept the cash settlement called for by the contract at a specified price on a specified date. A purchase of a futures contract means the acquisition of a contractual obligation to acquire the securities or to make or accept the cash settlement called for by the contract at a specified price on a specified date.
A Fund may enter into transactions in futures contracts to protect itself from fluctuations in interest rates but without the risks and transaction costs of buying or selling long-term debt securities. For example, if a Fund owns long-term bonds, and interest rates were expected to increase, the Fund might enter into futures contracts for the sale of debt securities. Such a sale would have much the same effect as selling an equivalent value of the long-term bonds owned by a Fund. If interest rates did increase, the value of the debt securities in the portfolio would decline, but the value of a Funds futures contracts would increase at approximately the same rate, thereby keeping the net asset value (NAV) of the Fund from declining as much as it otherwise would have. When a Fund is not fully invested, and a decline in interest rates is anticipated, which would increase the cost of fixed income securities that the Fund intends to acquire, the Fund may purchase a futures contract. In the event that the projected decline in interest rates occurs, the increased cost to the Fund of the securities acquired should be offset, in whole or in part, by gains on the futures contracts. As portfolio securities are purchased, the Fund will close out its futures contracts by entering into offsetting transactions on the contract market on which the initial purchase was effected. In a substantial majority of these transactions, a Fund will purchase fixed income securities upon termination of the long futures positions, but under unusual market conditions, a long futures position may be terminated without a corresponding purchase of securities.
While futures contracts based on debt securities do provide for the delivery and acceptance of securities, such deliveries and acceptances are very seldom made. Generally, a futures contract is terminated by entering into an offsetting transaction. A Fund will incur brokerage fees when it purchases and sells futures contracts. At the time a purchase or sale is made, cash or securities must be provided as an initial deposit known as margin. The initial deposit required will vary, but may be as low as 2% or less of a contracts face value. Daily thereafter, the futures contract is valued through a process known as marking to market, and a Fund may receive or be required to pay additional variation margin as the futures contract becomes more or less valuable. At the time of delivery of securities pursuant to such a contract, adjustments are made to recognize differences in value arising from the delivery of securities with a different interest rate than the specific security that provides the standard for the contract. In some (but not many) cases, securities called for by a futures contract may not have been issued when the contract was entered into.
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When it is expected that interest rates may decline, futures contracts may be purchased to attempt to hedge against anticipated purchases of long-term bonds at higher prices. Since the fluctuations in the value of futures contracts should be similar to that of long-term bonds, a Fund may be protected, in whole or in part, against the increased cost of acquiring bonds resulting from a decline in interest rates. Similar results could be accomplished by selling bonds with long maturities and investing in bonds with short maturities when interest rates are expected to increase. However, since the futures market can be more liquid than the cash market, the use of futures contracts as an investment technique allows action in anticipation of such an interest rate decline without having to sell a Funds portfolio securities.
The ability to hedge effectively all or a portion of a Funds portfolio through transactions in futures contracts depends on the degree to which movements in the value of the securities or index underlying such contracts correlate with movements in the value of securities held in the Funds portfolio. If the securities (or the securities comprising the index) underlying a futures contract are different than the portfolio securities being hedged, they may not move to the same extent or in the same direction. In that event, the hedging strategy might not be successful and a Fund could sustain losses on the hedging transactions that would not be offset by gains on its portfolio. It is also possible that there may be a negative correlation between the index or security underlying a futures contract and the portfolio securities being hedged, which could result in losses on both the hedging transaction and the portfolio securities. In such instances, a Funds overall return could be less than if the hedging transactions had not been undertaken.
The trading of futures contracts on an index of equity or fixed income securities entails the additional risk of imperfect correlation between movements in the futures price and the value of the underlying index. The anticipated spread between the prices may be distorted due to differences in the nature of the markets, such as differences in margin requirements, the liquidity of such markets and the participation of speculators in the futures market. The risk of imperfect correlation, however, generally tends to diminish as the maturity date of the futures contract approaches.
The ordinary spreads between prices in the cash and futures markets, due to differences in the nature of those markets, are subject to distortions. First, all participants in the futures market are subject to initial deposit and variation margin requirements. This could require a Fund to post additional cash as the value of the position fluctuates. Further, rather than meeting additional variation margin requirements, investors may close out futures contracts through offsetting transactions that could distort the normal relationship between the cash and futures markets. Second, there is the potential that the liquidity of the futures market may be lacking. Prior to expiration, a futures contract may be terminated only by entering into a closing purchase or sale transaction, which requires a secondary market on the contract market on which the futures contract was originally entered into. While a Fund will establish a futures position only if there appears to be a liquid secondary market therefor, there can be no assurance that such a market will exist for any particular futures contract at any specific time. In that event, it may not be possible to close out a position held for a Fund, which could require the Fund to purchase or sell the instrument underlying the futures contract, make or receive a cash settlement, or meet ongoing variation margin requirements. The inability to close out futures positions also could have an adverse impact on a Funds ability to effectively hedge its portfolio.
The liquidity of a secondary market in a futures contract may be adversely affected by daily price fluctuation limits established by the exchanges, which limit the amount of fluctuation in the price of a futures contract during a single trading day and prohibit trading beyond such limits once they have been reached. The trading of futures contracts also is subject to the risk of trading halts, suspensions, exchange or clearing house equipment failures, government intervention, position limits, insolvency of the brokerage firm or clearing house or other disruptions of normal trading activity, which could at times make it difficult or impossible to liquidate existing positions or to recover excess variation margin payments.
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Investments in futures contracts also entail the risk that if the Advisers investment judgment about the general direction of interest rates is incorrect, a Funds overall performance may be poorer than if the Fund had not entered into any such contract. For example, if a Fund has been hedged against the possibility of an increase in interest rates which would adversely affect the price of bonds held in the Funds portfolio and interest rates decrease instead, the Fund will lose part or all of the benefit of the increased value of its bonds which are hedged because there will be offsetting losses in the Funds futures positions. In addition, in such situations, if a Fund has insufficient cash, bonds may have to be sold from the Funds portfolio to meet daily variation margin requirements, possibly at a time when it may be disadvantageous to do so. Such sale of bonds may be, but will not necessarily be, at increased prices that reflect the rising market.
Each contract market on which futures contracts are traded has established a number of limitations governing the maximum number of positions that may be held by a trader, whether acting alone or in concert with others.
When a futures contract is purchased, an amount of cash or cash equivalents will be deposited in a segregated account with a Funds custodian bank so that the amount so segregated, plus the initial and variation margin held in the account of its broker, will at all times equal the value of the futures contract, thereby insuring that the use of such futures is unleveraged.
The Underlying Funds of the World Selection Funds may enter into futures contracts, including those on fixed income securities or indexes of municipal securities.
Hybrid Instruments
A hybrid instrument is a type of potentially high-risk derivative that combines a traditional stock, bond, or commodity with an option or forward contract. Generally, the principal amount, amount payable upon maturity or redemption, or interest rate of a hybrid is tied (positively or negatively) to the price of some commodity, currency or securities index or another interest rate or some other economic factor (each a benchmark). The interest rate or (unlike most fixed income securities) the principal amount payable at maturity of a hybrid security may be increased or decreased, depending on changes in the value of the benchmark. An example of a hybrid could be a bond issued by an oil company that pays a small base level of interest with additional interest that accrues to the extent to which oil prices exceed a certain predetermined level. Such a hybrid instrument would be a combination of a bond and a call option on oil.
Hybrids can be used as an efficient means of pursuing a variety of investment goals, including currency hedging, duration management, and increased total return. Hybrids may not bear interest or pay dividends. The value of a hybrid or its interest rate may be a multiple of a benchmark and, as a result, may be leveraged and move (up or down) more steeply and rapidly than the benchmark. These benchmarks may be sensitive to economic and political events, such as commodity shortages and currency devaluations, which cannot be readily foreseen by the purchaser of a hybrid. Under certain conditions, the redemption value of a hybrid could be zero. Thus, an investment in a hybrid may entail significant market risks that are not associated with a similar investment in a traditional, U.S. dollar-denominated bond that has a fixed principal amount and pays a fixed rate or floating rate of interest. The purchase of hybrids also exposes a Fund to the credit risk of the issuer of the hybrids. These risks may cause significant fluctuations in the NAV of a Fund.
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Certain hybrid instruments may provide exposure to the commodities markets. These are derivative securities with one or more commodity-linked components that have payment features similar to commodity futures contracts, commodity options, or similar instruments. Commodity-linked hybrid instruments may be either equity or debt securities, leveraged or unleveraged, and are considered hybrid instruments because they have both security and commodity-like characteristics. A portion of the value of these instruments may be derived from the value of a commodity, futures contract, index or other economic variable.
Certain issuers of structured products such as hybrid instruments may be deemed to be investment companies as defined in the 1940 Act. As a result, a Funds investments in these products may be subject to limits applicable to investments in investment companies and may be subject to restrictions contained in the 1940 Act.
Options, Futures And Related Risks
The Funds may invest in options and futures contracts to the extent set forth in the Prospectuses and this SAI. The use of options and futures is a highly specialized activity which involves investment strategies and risks different from those associated with ordinary portfolio securities transactions, and there can be no guarantee that their use will increase the return of a Fund. While the use of these instruments by a Fund may reduce certain risks associated with owning its portfolio securities, these techniques themselves entail certain other risks. If the Adviser applies a strategy at an inappropriate time or judges market conditions or trends incorrectly, options and futures strategies may lower a Funds return. Certain strategies limit the potential of a Fund to realize gains as well as limit their exposure to losses. A Fund could also experience losses if the prices of its options and futures positions were poorly correlated with its other investments. There can be no assurance that a liquid market will exist at a time when a Fund seeks to close out a futures contract or a futures option position.
Options on Securities. A call option is a contract sold for a price (the premium) giving its holder the right to buy a specific number of shares of stock at a specific price on or prior to a specified date. A covered call option is a call option issued on securities already owned by the writer of the call option for delivery to the holder upon the exercise of the option. A Fund may write options for the purpose of attempting to increase its return and for hedging purposes. In particular, if a Fund writes an option which expires unexercised or is closed out by a Fund at a profit, the Fund retains the premium paid for the option less related transaction costs, which increases its gross income and offsets in part the reduced value of the portfolio security in connection with which the option is written, or the increased cost of portfolio securities to be acquired. In contrast, however, if the price of the security underlying the option moves adversely to a Funds position, the option may be exercised and the Fund will then be required to purchase or sell the security at a disadvantageous price, which might only partially be offset by the amount of the premium.
A Fund may write options in connection with buy-and-write transactions; that is, a Fund may purchase a security and then write a call option against that security. The exercise price of the call option a Fund determines to write depends upon the expected price movement of the underlying security. The exercise price of a call option may be below (in-the-money), equal to (at-the-money) or above (out-of-the-money) the current value of the underlying security at the time the option is written.
The writing of covered put options is similar in terms of risk/return characteristics to buy-and-write transactions. Put options may be used by a Fund in the same market environments in which call options are used in equivalent buy-and-write transactions.
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A Fund may also write combinations of put and call options on the same security, a practice known as a straddle. By writing a straddle, a Fund undertakes a simultaneous obligation to sell or purchase the same security in the event that one of the options is exercised. If the price of the security subsequently rises sufficiently above the exercise price to cover the amount of the premium and transaction costs, the call will likely be exercised and a Fund will be required to sell the underlying security at a below market price. This loss may be offset, however, in whole or in part, by the premiums received on the writing of the two options. Conversely, if the price of the security declines by a sufficient amount, the put will likely be exercised. The writing of straddles will likely be effective, therefore, only where the price of a security remains stable and neither the call nor the put is exercised. In an instance where one of the options is exercised, the loss on the purchase or sale of the underlying security may exceed the amount of the premiums received.
By writing a call option on a portfolio security, a Fund limits its opportunity to profit from any increase in the market value of the underlying security above the exercise price of the option. By writing a put option, a Fund assumes the risk that it may be required to purchase the underlying security for an exercise price above its then-current market value, resulting in a loss unless the security subsequently appreciates in value. The writing of options will not be undertaken by a Fund solely for hedging purposes, and may involve certain risks that are not present in the case of hedging transactions. Moreover, even where options are written for hedging purposes, such transactions will constitute only a partial hedge against declines in the value of portfolio securities or against increases in the value of securities to be acquired, up to the amount of the premium.
A Fund may also purchase put and call options. Put options are purchased to hedge against a decline in the value of securities held in a Funds portfolio. If such a decline occurs, the put options will permit a Fund to sell the securities underlying such options at the exercise price, or to close out the options at a profit. A Fund will purchase call options to hedge against an increase in the price of securities that the Fund anticipates purchasing in the future. If such an increase occurs, the call option will permit a Fund to purchase the securities underlying such option at the exercise price or to close out the option at a profit. The premium paid for a call or put option plus any transaction costs will reduce the benefit, if any, realized by a Fund upon exercise of the option, and, unless the price of the underlying security rises or declines sufficiently, the option may expire worthless to the Fund. In addition, in the event that the price of the security in connection with which an option was purchased moves in a direction favorable to a Fund, the benefits realized by the Fund as a result of such favorable movement will be reduced by the amount of the premium paid for the option and related transaction costs.
Options on Securities Indices. A Fund may cover call options on securities indices by owning securities whose price changes, in the opinion of the Adviser, are expected to be similar to those of the underlying index, or by having an absolute and immediate right to acquire such securities without additional cash consideration (or for additional cash consideration held in a segregated account by its custodian) upon conversion or exchange of other securities in its portfolio. Where a Fund covers a call option on a securities index through ownership of securities, such securities may not match the composition of the index and, in that event, the Fund will not be fully covered and could be subject to risk of loss in the event of adverse changes in the value of the index.
A Fund will receive a premium from writing a put or call option on a securities index, which increases the Funds gross income in the event the option expires unexercised or is closed out at a profit. If the value of an index on which a Fund has written a call option falls or remains the same, the Fund will realize a profit in the form of the premium received (less transaction costs) that could offset all or a portion of any decline in the value of the securities it owns. If the value of the index rises, however, a Fund will realize a loss in its call option position, which will reduce the benefit of any unrealized appreciation in the Funds investment. By writing a put option, a Fund assumes the risk of a decline in the index. To the extent that the price changes of securities owned by a Fund correlate with changes in the value of the index, writing covered put options on indices will increase the Funds losses in the event of a market decline, although such losses will be offset in part by the premium received for writing the option.
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A Fund may also purchase put options on securities indices to hedge its investments against a decline in value. By purchasing a put option on a stock index, a Fund will seek to offset a decline in the value of securities it owns through appreciation of the put option. If the value of a Funds investments does not decline as anticipated, or if the value of the option does not increase, the Funds loss will be limited to the premium paid for the option plus related transaction costs. The success of this strategy will largely depend on the accuracy of the correlation between the changes in value of the index and the changes in value of a Funds security holdings.
The purchase of call options on securities indices may be used by a Fund to attempt to reduce the risk of missing a broad market advance, or an advance in an industry or market segment, at a time when the Fund holds uninvested cash or short-term debt securities awaiting investment. When purchasing call options for this purpose, a Fund will also bear the risk of losing all or a portion of the premium paid if the value of the index does not rise. The purchase of call options on securities indices when a Fund is substantially fully invested is a form of leverage, up to the amount of the premium and related transaction costs, and involves risks of loss and of increased volatility similar to those involved in purchasing calls on securities the Fund owns.
Risk Factors:
Imperfect Correlation of Hedging Instruments with a Funds Portfolio. The ability of a Fund to effectively hedge all or a portion of its portfolio through transactions in options, futures contracts, and forward contracts will depend on the degree to which price movements in the underlying instruments correlate with price movements in the relevant portion of that Funds portfolio. If the values of portfolio securities being hedged do not move in the same amount or direction as the instruments underlying options, futures contracts or forward contracts traded, a Funds hedging strategy may not be successful and the Fund could sustain losses on its hedging strategy that would not be offset by gains on its portfolio. It is also possible that there may be a negative correlation between the instrument underlying an option, futures contract or forward contract traded and the portfolio securities being hedged, which could result in losses both on the hedging transaction and on the portfolio securities. In such instances, a Funds overall return could be less than if the hedging transaction had not been undertaken. In the case of futures and options based on an index of securities or individual fixed income securities, the portfolio will not duplicate the components of the index, and in the case of futures contracts and options on fixed income securities, the portfolio securities that are being hedged may not be the same type of obligation underlying such contracts. As a result, the correlation probably will not be exact. Consequently, a Fund bears the risk that the price of the portfolio securities being hedged will not move in the same amount or direction as the underlying index or obligation. In addition, where a Fund enters into forward contracts as a cross hedge (i.e., the purchase or sale of a forward contract on one currency to hedge against risk of loss arising from changes in value of a second currency), the Fund incurs the risk of imperfect correlation between changes in the values of the two currencies, which could result in losses.
The correlation between prices of securities and prices of options, futures contracts or forward contracts may be distorted due to differences in the nature of the markets, such as differences in margin requirements, the liquidity of such markets and the participation of speculators in the option, futures contract and forward contract markets. Due to the possibility of distortion, a correct forecast of general interest rate trends by the Adviser may still not result in a successful transaction. The trading of options on futures contracts also entails the risk that changes in the value of the underlying futures contract will not be fully reflected in the value of the option. The risk of imperfect correlation, however, generally tends to diminish as the maturity or termination date of the futures contract or forward contract approaches.
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The trading of options, futures contracts and forward contracts also entails the risk that, if the Advisers judgment as to the general direction of interest or exchange rates is incorrect, a Funds overall performance may be poorer than if it had not entered into any such contract. For example, if a Fund has hedged against the possibility of an increase in interest rates, and rates instead decline, the Fund will lose part or all of the benefit of the increased value of the securities being hedged, and may be required to meet ongoing daily variation margin payments.
Certain Funds may each purchase and write options not only for hedging purposes, cash management, or to simulate investments in otherwise permissible securities, but also for the purpose of attempting to increase its return. As a result, those Funds will incur the risk that losses on such transactions will not be offset by corresponding increases in the value of portfolio securities or decreases in the cost of securities to be acquired.
Potential Lack of a Liquid Secondary Market. Prior to exercise or expiration, a position in an exchange-traded option, futures contract or option on a futures contract can only be terminated by entering into a closing purchase or sale transaction, which requires a secondary market for such instruments on the exchange on which the initial transaction was entered into. If no such market exists, it may not be possible to close out a position, and a Fund could be required to purchase or sell the underlying instrument or meet ongoing variation margin requirements. The inability to close out option or futures positions also could have an adverse effect on a Funds ability effectively to hedge its portfolio.
The liquidity of a secondary market in an option or futures contract may be adversely affected by daily price fluctuation limits, established by the exchanges, which limit the amount of fluctuation in the price of a contract during a single trading day and prohibit trading beyond such limits once they have been reached. Such limits could prevent a Fund from liquidating open positions, which could render its hedging strategy unsuccessful and result in trading losses. The exchanges on which options and futures contracts are traded have also established a number of limitations governing the maximum number of positions which may be traded by a trader, whether acting alone or in concert with others. Further, the purchase and sale of exchange-traded options and futures contracts is subject to the risk of trading halts, suspensions, exchange or clearing corporation equipment failures, government intervention, insolvency of a brokerage firm, intervening broker or clearing corporation or other disruptions of normal trading activity, which could make it difficult or impossible to liquidate existing positions or to recover excess variation margin payments.
Options on Futures Contracts. In order to profit from the purchase of an option on a futures contract, it may be necessary to exercise the option and liquidate the underlying futures contract, subject to all of the risks of futures trading. The writer of an option on a futures contract is subject to the risks of futures trading, including the requirement of initial and variation margin deposits.
Risk of Potential Government Regulation of Derivatives. It is possible that additional government regulation of various types of derivative instruments, including futures and swap agreements, may limit or prevent a Fund from using such instruments as a part of its investment strategy, and could ultimately prevent a Fund from being able to achieve its investment objective. It is impossible to fully predict the effects of past, present or future legislation and regulation in this area, but the effects could be substantial and adverse. It is possible that legislative and regulatory activity could limit or restrict the ability of a Fund to use certain instruments as a part of its investment strategy. Limits or restrictions applicable to the counterparties with which the Funds engage in derivatives transactions could also prevent the Funds from using certain instruments.
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There is a possibility of future regulatory changes altering, perhaps to a material extent, the nature of an investment in the Funds or the ability of the Funds to continue to implement their investment strategies. The futures markets are subject to comprehensive statutes, regulations, and margin requirements. In addition, the SEC, CFTC and the exchanges are authorized to take extraordinary actions in the event of a market emergency, including, for example, the implementation or reduction of speculative position limits, the implementation of higher margin requirements, the establishment of daily price limits and the suspension of trading. The regulation of swaps and futures transactions in the U.S. is a rapidly changing area of law and is subject to modification by government and judicial action.
In particular, the Dodd-Frank Wall Street Reform and Consumer Protection Act (the Dodd-Frank Act) has changed the way in which the U.S. financial system is supervised and regulated. Title VII of the Dodd-Frank Act sets forth a new legislative framework for over-the-counter derivatives, including financial instruments such as swaps, in which the Funds may invest. Title VII of the Dodd-Frank Act makes broad changes to the over-the-counter derivatives market, grants significant new authority to the SEC and the CFTC to regulate over-the-counter derivatives and market participants, and will require clearing and exchange trading of many over-the-counter derivatives transactions.
Provisions in the Dodd-Frank Act include new capital and margin requirements and the mandatory use of clearinghouse mechanisms for many over-the-counter derivatives transactions. The CFTC, SEC and other federal regulators are issuing the rules and regulations that enact the provisions of the Dodd-Frank Act. Because there is a prescribed phase-in period during which most of the mandated rulemaking and regulations will be implemented, it is not possible at this time to gauge the exact nature and scope of the impact of the Dodd-Frank Act on any of the Funds. However, it is expected that swap dealers, major market participants and swap counterparties will experience new and/or additional regulations, requirements, compliance burdens and associated costs. The new law and the rules to be promulgated may negatively impact a Funds ability to meet its investment objective either through limits or requirements imposed on it or upon its counterparties. In particular, new position limits imposed on a Fund or its counterparties may impact that Funds ability to invest in futures, options and swaps in a manner that efficiently meets its investment objective. New requirements, even if not directly applicable to the Funds, including capital requirements, changes to the CFTC speculative position limits regime and mandatory clearing, may increase the cost of a Funds investments and cost of doing business, which could adversely affect investors.
Additional Risks of Transactions Related to Foreign Currencies and Transactions Not Conducted on the United States Exchanges. The available information on which a Fund will make trading decisions concerning transactions related to foreign currencies or foreign securities may not be as complete as the comparable data on which a Fund makes investment and trading decisions in connection with other transactions. Moreover, because the foreign currency market is a global, 24-hour market, and the markets for foreign securities as well as markets in foreign countries may be operating during non-business hours in the United States, events could occur in such markets which would not be reflected until the following day, thereby rendering it more difficult for a Fund to respond in a timely manner.
In addition, over-the-counter derivatives transactions can only be entered into with a financial institution willing to take the opposite side, as principal, of a Funds position, unless the institution acts as broker and is able to find another counterparty willing to enter into the transaction with the Fund. This could make it difficult or impossible to enter into a desired transaction or liquidate open positions, and could therefore result in trading losses. Further, over-the-counter derivatives transactions are not subject to the performance guarantee of an exchange clearing house and a Fund will therefore be subject to the risk of default by, or the bankruptcy of, a financial institution or other counterparty.
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Transactions on exchanges located in foreign countries may not be conducted in the same manner as those entered into on U.S. exchanges, and may be subject to different margin, exercise, settlement or expiration procedures. As a result, many of the risks of over-the-counter trading may be present in connection with such transactions. Moreover, the SEC or the CFTC has jurisdiction over the trading in the United States of many types of over-the-counter and foreign instruments, and such agencies could adopt regulations or interpretations that would make it difficult or impossible for a Fund to enter into the trading strategies identified herein or to liquidate existing positions.
As a result of its investments in foreign securities, a Fund may receive interest or dividend payments, or the proceeds of the sale or redemption of such securities, in foreign currencies. A Fund may also be required to receive delivery of the foreign currencies underlying options on foreign currencies or forward contracts it has entered into. This could occur, for example, if an option written by a Fund is exercised or the Fund is unable to close out a forward contract it has entered into. In addition, a Fund may elect to take delivery of such currencies. Under such circumstances, a Fund may promptly convert the foreign currencies into dollars at the then-current exchange rate. Alternatively, a Fund may hold such currencies for an indefinite period of time if the Adviser believes that the exchange rate at the time of delivery is unfavorable or if, for any other reason, the Adviser anticipates favorable movements in such rates.
While the holding of currencies will permit a Fund to take advantage of favorable movements in the applicable exchange rate, it also exposes a Fund to risk of loss if such rates move in a direction adverse to a Funds position. Such losses could also adversely affect a Funds hedging strategies. Certain tax requirements may limit the extent to which a Fund will be able to hold currencies.
Swaps, Caps, Floors And Collars
The Funds may enter into swap contracts and other similar instruments in accordance with their investment objectives and policies. A swap is an agreement to exchange the return generated by one instrument for the return generated by another instrument. The payment streams are calculated by reference to a specified index and agreed upon notional amount. The term specified index includes currencies, fixed interest rates, prices and total return on interest rate indices, fixed income indices, stock indices and commodity indices (as well as amounts derived from arithmetic operations on these indices). For example, a Fund may agree to swap the return generated by a fixed income index for the return generated by a second fixed income index. The currency swaps in which a Fund may enter will generally involve an agreement to pay interest streams calculated by reference to interest income linked to a specified index in one currency in exchange for a specified index in another currency. Such swaps may involve initial and final exchanges that correspond to the agreed upon notional amount.
The swaps in which a Fund may engage also include rate caps, floors and collars under which one party pays a single or periodic fixed amount(s) (or premium) and the other party pays periodic amounts based on the movement of a specified index.
The Funds will usually enter into swaps on a net basis, i.e., the two return streams are netted out in a cash settlement on the payment date or dates specified in the instrument, with a Fund receiving or paying, as the case may be, only the net amount of the two returns. A Funds obligations under a swap agreement will be accrued daily (offset against any amounts owing to the Fund) and any accrued but unpaid net amounts owed to a swap counterparty will be covered by the maintenance of a segregated account consisting of cash, U.S. Government securities, or other liquid securities.
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Interest rate swaps do not involve the delivery of securities, other underlying assets or principal. Accordingly, the risk of loss with respect to interest rate swaps is limited to the net amount of interest payments that a Fund is contractually obligated to make. If the other party to an interest rate swap defaults, a Funds risk of loss consists of the net amount of interest payments that the Fund is contractually entitled to receive. In contrast, currency swaps usually involve the delivery of the entire principal value of one designated currency in exchange for the other designated currency. Therefore, the entire principal value of a currency swap is subject to the risk that the other party to the swap will default on its contractual delivery obligations. If there is a default by the counterparty, a Fund may have contractual remedies pursuant to the agreements related to the transaction. The swap market has grown substantially in recent years with a large number of banks and investment banking firms acting both as principals and as agents utilizing standardized swap documentation. As a result, the swap market has become relatively liquid. Caps, floors and collars are more recent innovations for which standardized documentation has not yet been fully developed and, accordingly, they are less liquid than swaps.
Total return swaps are agreements where one counterparty transfers the entire economic exposure of an underlying asset or obligation (including income from interest and fees, gains and losses from price and market movement, and credit losses) to another counterparty. Total return swaps are generally used by the Funds to obtain full exposure (both credit and market exposure) of an underlying asset without actually owning the asset. The use of a total return swap enables a Fund to receive the full financial gain from the increase or decrease of the underlying asset or obligation as if it owned the underlying asset, without needing to purchase the underlying asset in full. The underlying assets of a total return swap can include most financial instruments, although a Fund will generally only trade in total return swaps that consist of underlying assets that independently comply with the Funds investment strategy.
As a result of the Dodd-Frank Act and related regulatory developments, certain standardized swaps are now subject to mandatory central clearing and trade execution requirements. Unlike uncleared swaps (negotiated bilaterally and traded over-the-counter), cleared swaps must be transacted through a futures commission merchant and cleared through a clearinghouse that serves as the central counterparty to the transaction. Mandatory clearing and exchange-trading will occur on a phased-in basis based on a number of factors. Currently, the CFTC has designated the most common types of credit default index swaps and interest rate swaps as subject to mandatory central clearing, and certain public trading facilities have made those types of swaps available for trading. It is expected that additional types of swaps will become subject to central clearing and exchange-trading requirements in the future. While central clearing and exchange-trading is intended to reduce counterparty and credit risk, they do not eliminate these types of risks from a transaction. Cleared and exchange-traded swaps may still cause a Fund to lose money.
The use of swaps is a highly specialized activity that involves investment techniques and risks different from those associated with ordinary portfolio securities transactions. If the Adviser is incorrect in its forecasts of market values, interest rates and currency exchange rates, the investment performance of a Fund would be less favorable than it would have been if this investment technique were not used.
EMERGING MARKETS
The Funds may invest in emerging markets to the extent set forth in the Prospectuses or in other sections of this SAI, and these investments present greater risk than investing in foreign issuers in general.
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A number of emerging markets restrict foreign investment in stocks. Repatriation of investment income, capital, and the proceeds of sales by foreign investors may require governmental registration and/or approval in some emerging market countries. A number of the currencies of developing countries have experienced significant declines against the U.S. dollar in the past, and devaluation may occur subsequent to investments in these currencies by a Fund. Inflation and rapid fluctuations in inflation rates have had and may continue to have negative effects on the economies and securities markets of certain emerging market countries. Many of the emerging securities markets are relatively small, have low trading volumes, suffer periods of relative illiquidity, and are characterized by significant price volatility. There is the risk that a future economic or political crisis could lead to price controls, forced mergers of companies, expropriation or confiscatory taxation, seizure, nationalization, or creation of government monopolies, any of which could have a detrimental effect on a Funds investments. Investing in many former communist or socialist countries involves the additional risk that the government or other executive or legislative bodies may decide not to continue to support the economic reform programs and could follow radically different political and/or economic policies to the detriment of investors, including non-market oriented policies such as the support of certain industries at the expense of other sectors or a return to a completely centrally planned economy. It is possible, particularly in markets in emerging market countries, that purported securities in which the Funds invest may subsequently be found to be fraudulent and as a consequence the Funds could suffer losses.
Additional risk factors include, but are not limited to, the following: varying custody, brokerage and settlement practices; difficulty in valuation and pricing; less public information about issuers of non-U.S. securities; less governmental regulation and supervision over the issuance and trading of securities; the unavailability of financial information regarding the non-U.S. issuer or the difficulty of interpreting financial information prepared under non-U.S. accounting standards; the imposition of withholding and other taxes; adverse political, social or diplomatic developments limitations on the movement of funds or other assets of an investor between different countries; difficulties in invoking the legal process outside the United States and enforcing contractual obligations; and the difficulty of assessing economic trends in non-U.S. countries. Investment in non-U.S. countries also involves higher brokerage and custodian expenses than does investment in U.S. securities traded on a U.S. securities exchange or market. The occurrence of adverse events affecting one particular emerging market country or region could have more widespread effect and adversely impact the global trading market for emerging market instruments. Many of the laws that govern private and foreign investment, securities transactions and other contractual relationships in certain emerging market countries, are relatively new and largely untested. As a result, an investor may be subject to a number of unusual risks, including inadequate investor protection, contradictory legislation, incomplete, unclear and changing local and state laws, disregard of regulations on the part of other market participants, lack of established or effective avenues for legal redress, absence of standard practices and confidentiality customs characteristic of more developed markets and lack of consistent enforcement of existing regulations. Furthermore, it may be difficult to obtain and/or enforce a judgment in certain countries in which assets of an investor are invested. There can be no assurance that this difficulty in protecting and enforcing rights will not have a material adverse effect on an investor (such as a Fund) and its investments.
For Funds other than the World Selection Funds, the term emerging markets includes any country: (i) having an emerging stock market as defined by the International Finance Corporation; (ii) with low- to middle-income economies according to the International Bank for Reconstruction and Development (the World Bank); (iii) listed in World Bank publications as developing; or (iv) determined by the Adviser to be an emerging market as described above. Currently, these countries generally include every country in the world except Australia, Austria, Belgium, Canada, Denmark, Finland, France, Germany, Hong Kong, Ireland, Israel, Italy, Japan, the Netherlands, New Zealand, Norway, Singapore, Spain, Sweden, Switzerland, the United Kingdom and the United States.
Company Debt. Governments of many emerging market countries have exercised and continue to exercise substantial influence over many aspects of the private sector through the partial or complete ownership or control of many companies, including some of the largest in any given country. As a result, government actions in the future could have a significant effect on economic conditions in emerging markets, which in turn, may adversely affect companies in the private sector, general market conditions and prices and yields of certain of the securities held by a Fund. Expropriation, confiscatory taxation, nationalization, political, economic or social instability or other similar developments have occurred frequently over the history of certain emerging markets and could adversely affect the Funds assets should these conditions recur.
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Sovereign Debt. Investment in sovereign debt can involve a high degree of risk. The issuers of the sovereign debt securities in which the Funds may invest have in the past experienced substantial difficulties in servicing their external debt obligations, which have led to defaults on certain obligations and the restructuring of certain indebtedness. The governmental entity that controls the repayment of sovereign debt may not be able or willing to repay the principal and/or interest when due in accordance with the terms of such debt. A governmental entitys willingness or ability to repay principal and interest due in a timely manner may be affected by, among other factors, its cash flow situation, the extent of its foreign reserves, the availability of sufficient foreign exchange on the date a payment is due, the relative size of the debt service burden to the economy as a whole, the governmental entitys policy towards the International Monetary Fund and the political constraints to which a governmental entity may be subject. Governmental entities may also be dependent on expected disbursements from foreign governments, multilateral agencies and others abroad to reduce principal and interest averages on their debt. The commitment on the part of these governments, agencies and others to make such disbursements may be conditioned on a governmental entitys implementation of economic reforms and/or economic performance and the timely service of such debtors obligations. Failure to implement such reforms, achieve such levels of economic performance or repay principal or interest when due may result in the cancellation of such third parties commitments to lend funds to the governmental entity, which may further impair such debtors ability or willingness to service its debts in a timely manner. Consequently, governmental entities may default on their sovereign debt. Holders of sovereign debt (including a Fund) may be requested to participate in the rescheduling of such debt and to extend further loans to governmental entities. There is no bankruptcy proceeding by which sovereign debt on which governmental entities have defaulted may be collected in whole or in part.
Emerging market governmental issuers are among the largest debtors to commercial banks, foreign governments, international financial organizations and other financial institutions. Certain emerging market governmental issuers have not been able to make payments of interest on or principal of debt obligations as those payments have come due. Obligations arising from past restructuring agreements may affect the economic performance and political and social stability of those issuers.
The ability of emerging market governmental issuers to make timely payments on their obligations is likely to be influenced strongly by the issuers balance of payments, including export performance, and its access to international credits and investments. An emerging market whose exports are concentrated in a few commodities could be vulnerable to a decline in the international prices of one or more of those commodities. Increased protectionism on the part of an emerging markets trading partners could also adversely affect the countrys exports and tarnish its trade account surplus, if any. To the extent that emerging markets receive payment for their exports in currencies other than U.S. dollars or non-emerging market currencies, their ability to make debt payments denominated in U.S. dollars or non-emerging market currencies could be affected.
To the extent that an emerging market country cannot generate a trade surplus, it must depend on continuing loans from foreign governments, multilateral organizations or private commercial banks, aid payments from foreign governments and on inflows of foreign investment. The access of emerging markets to these forms of external funding may not be certain, and a withdrawal of external funding could adversely affect the capacity of emerging market country governmental issuers to make payments on their obligations. In addition, the cost of servicing emerging market debt obligations can be affected by a change in international interest rates since the majority of these obligations carry interest rates that are adjusted periodically based upon international rates.
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Another factor bearing on the ability of emerging market countries to repay debt obligations is the level of international reserves of the country. Fluctuations in the level of these reserves affect the amount of foreign exchange readily available for external debt payments and thus could have a bearing on the capacity of emerging market countries to make payments on these debt obligations.
Liquidity, Trading Volume, and Regulatory Oversight. The securities markets of emerging market countries are substantially smaller, less developed, less liquid and more volatile than the major securities markets in the United States. The lack of liquidity could have an adverse effect on the value of a Funds holdings, and on a Funds ability to dispose of such holdings in response to a specific adverse economic event, such as the deterioration in credit worthiness of a particular debtor. Some of the stocks of countries that may be selected by the Adviser for purchase or sale by a Fund may have insufficient market liquidity to allow the relevant Fund to purchase such stocks in such amounts or at such prices as the Adviser may deem reasonable for investment under such strategy and/or there may not be a readily available means by which the Fund can gain exposure to such countrys securities markets. Foreign investors in emerging markets may be limited in their ability to invest in certain industries. In addition, there is often a limit on total foreign holdings. To the extent that the ceiling has been reached in that industry, further investment by foreign investors may not be permitted. Accordingly, the ability of a Fund to invest in certain companies may be restricted, and there can be no assurance that additional restrictions on investments permissible for foreign investors will not be imposed in the future.
The limited size of many emerging market securities markets and limited trading volume in the securities of emerging market issuers compared to the volume of trading in the securities of U.S. issuers could cause prices to be erratic for reasons apart from factors that affect the soundness and competitiveness of the securities issuers. For example, limited market size may cause prices to be unduly influenced by traders who control large positions. Adverse publicity and investors perceptions, whether or not based on in-depth fundamental analysis, may decrease the value and liquidity of portfolio securities.
Disclosure and regulatory standards in emerging markets are in many respects less stringent than U.S. standards. Issuers in lesser developed and emerging markets are subject to accounting, auditing and financial standards and requirements that differ, in some cases significantly, from those applicable to U.S. issuers. In particular, the assets and profits appearing on the financial statements of such an issuer may not reflect its financial position or results of operations in the way they would be reflected had such financial statements been prepared in accordance with U.S. generally accepted accounting principles. There is substantially less publicly available information about such issuers than there is about U.S. issuers. In addition, such issuers are not subject to regulations similar to the U.S. Sarbanes-Oxley Act of 2002, which imposes many restrictions and mandates on the activities of companies. There is less regulation and monitoring by regulators of lesser developed and emerging market securities markets and the activities of investors, brokers and other participants than in the United States. Moreover, issuers of securities in lesser developed and emerging markets are not subject to the same degree of regulation as are U.S. issuers with respect to such matters as insider trading rules, tender offer regulation, shareholder proxy requirements and the timely disclosure of information. There is also less publicly available information about lesser developed and emerging market companies than U.S. companies.
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Default, Legal Recourse. The Funds may have limited legal recourse in the event of a default with respect to certain debt obligations it may hold. If the issuer of a fixed income security owned by a Fund defaults, the Fund may incur additional expenses to seek recovery. Debt obligations issued by emerging market governments differ from debt obligations of private entities; remedies from defaults on debt obligations issued by emerging market governments, unlike those on private debt, must be pursued in the courts of the defaulting party itself. A Funds ability to enforce its rights against private issuers may be limited. The ability to attach assets to enforce a judgment may be limited. Legal recourse is therefore somewhat diminished. Bankruptcy, moratorium and other similar laws applicable to private issuers of debt obligations may be substantially different from those of other countries. Moreover, if a Fund obtains a judgment in a U.S. court, it may be difficult to enforce such judgment in the emerging market because the emerging market may not be a party to any international treaty with respect to the recognition or enforcement of foreign judgments. Provisions of emerging markets laws regulate the enforcement of foreign judgments and such laws may contain broad exceptions and involve long delays in obtaining a judgment. For example, an emerging markets court may not enforce any foreign judgment if it viewed the amount of damages awarded as excessive or inconsistent with practice in that country. A party seeking to enforce a foreign judgment in an emerging market may also be required to obtain approval from the central bank of that emerging market to execute such judgment or to repatriate any amount recovered outside of the emerging market. The political context, expressed as an emerging market governmental issuers willingness to meet the terms of the debt obligation, for example, is of considerable importance. In addition, no assurance can be given that the holders of commercial bank debt may not contest payments to the holders of debt obligations in the event of default under commercial bank loan agreements.
Certain Risks of Holding Assets Outside the United States. A Fund generally holds its non-U.S. securities and cash in foreign banks and securities depositories. Some foreign banks and securities depositories may be recently organized or new to the foreign custody business, and therefore expose a Fund to additional risk. In addition, there may be limited or no regulatory oversight of their operations. Also, the laws of certain countries limit a Funds ability to recover its assets if a foreign bank, depository or issuer of a security, or any of their agents, goes bankrupt. In addition, it is often more expensive for a Fund to buy, sell and hold securities in certain foreign markets than in the United States. The increased expense of investing in foreign markets reduces the amount a Fund can earn on its investments and typically results in higher operating expenses for the Fund as compared to funds that invest only in the United States.
Settlement Risk. Settlement and clearance procedures in certain foreign markets differ significantly from those in the United States. Foreign settlement and clearance procedures and trade regulations also may involve certain risks (such as delays in payment for or delivery of securities) not typically associated with the settlement of U.S. investments. At times, settlements in certain foreign countries have not kept pace with the number of securities transactions. These problems may make it difficult for a Fund to carry out transactions. If a Fund cannot settle or is delayed in settling a purchase of securities, it may miss attractive investment opportunities and certain of its assets may be uninvested with no return earned thereon for some period. If a Fund cannot settle or is delayed in settling a sale of securities, it may lose money if the value of the security then declines or, if it has contracted to sell the security to another party, the Fund could be liable for any losses incurred.
Inflation. Many emerging markets have experienced substantial, and in some periods extremely high, rates of inflation for many years. Inflation and rapid fluctuations in inflation rates have had and may continue to have adverse effects on the economies and securities markets of certain emerging market countries. In an attempt to control inflation, wage and price controls have been imposed in certain countries. Of these countries, some, in recent years, have begun to control inflation through prudent economic policies.
Withholding. Income from securities held by a Fund could be reduced by a withholding tax on the source or other taxes imposed by the emerging market countries in which the Fund makes its investments. A Funds NAV may also be affected by changes in the rates or methods of taxation applicable to the Fund or to entities in which the Fund has invested.
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Foreign Currencies. A Fund's investments in emerging markets securities involve risks relating to currency exchange matters, including fluctuations in the rate of exchange between the U.S. dollar and the foreign currencies in which the Fund's portfolio securities are denominated, and costs associated with conversion of investment principal and income from one currency into another. Some emerging market countries also may have managed currencies, which are not free floating against the U.S. dollar. In addition, there is risk that certain emerging market countries may restrict the free conversion of their currencies into other currencies. Further, certain emerging market currencies may not be internationally traded. Certain of these currencies have experienced a steep devaluation relative to the U.S. dollar. Any devaluations in the currencies in which a Funds portfolio securities are denominated may have a detrimental impact on the Funds NAV.
EQUITY SECURITIES
The Funds may invest in equity securities including common stock, preferred stock, warrants or rights to subscribe to common stock and, in general, any security that is convertible into or exchangeable for common stock. Investments in equity securities in general are subject to market risks that may cause their prices to fluctuate over time. Rights represent a privilege granted to existing shareholders of a corporation to subscribe to shares of a new issue of common stock before it is offered to the public. The value of convertible equity securities is also affected by prevailing interest rates, the credit quality of the issuer and any call provisions. Fluctuations in the value of equity securities in which a Fund invests will cause the NAV of that Fund to fluctuate.
Common stock generally takes the form of shares in a corporation. The value of a companys stock may fall as a result of factors directly relating to that company, such as decisions made by its management or lower demand for the companys products or services. A stocks value also may fall because of factors affecting not just the company, but also companies in the same industry or in a number of different industries, such as increases in production costs. The value of a companys stock also may be affected by changes in financial markets that are relatively unrelated to the company or its industry, such as changes in interest rates or currency exchange rates. In addition, a companys stock generally pays dividends only after the company invests in its own business and makes required payments to holders of its bonds, other debt and preferred stock. For this reason, the value of a companys stock will usually react more strongly than its bonds, other debt and preferred stock to actual or perceived changes in the companys financial condition or prospects.
Investments in small companies involve greater risk than is customarily associated with larger, more established companies due to the greater business risks of small size, limited markets and financial resources, narrow product lines and the frequent lack of depth or experience of management. These companies may be in the developmental stage or may be older companies undergoing significant changes. As a result, the prices of small-cap companies may rise and fall more sharply. The securities of small companies are often traded over-the-counter, and may not be traded in volumes typical of securities traded on a national securities exchange. Consequently, the securities of small companies may have limited market stability and may be subject to more abrupt or erratic market movements than securities of larger, more established companies or the market averages in general.
Securities of companies considered to be growth investments may have rapid price swings in the event of earnings disappointments or during periods of market, political, regulatory and economic uncertainty. Securities of companies considered to be value investments can continue to be undervalued for long periods of time and not realize their expected value.
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EURODOLLAR AND YANKEE BANK OBLIGATIONS
The Funds may invest in Eurodollar bank obligations and Yankee bank obligations. Eurodollar bank obligations are dollar-denominated certificates of deposit and time deposits issued outside the U.S. capital markets by foreign branches of U.S. banks and by foreign banks. Yankee bank obligations are dollar-denominated obligations issued in the U.S. capital markets by foreign banks. Eurodollar and Yankee obligations are subject to the same risks that pertain to domestic issues, notably credit risk, market risk and liquidity risk. Additionally, Eurodollar (and to a limited extent Yankee bank) obligations are subject to certain sovereign risks. One such risk is the possibility that a sovereign country might prevent capital, in the form of dollars, from freely flowing across its borders. Other risks include: adverse political and economic developments, the extent and quality of government regulation of financial markets and institutions, the imposition of foreign withholding taxes, and the expropriation or nationalization of foreign issuers.
EXCHANGE TRADED FUNDS
ETFs are investment companies that are bought and sold on a securities exchange. An ETF generally represents a portfolio of securities designed to track a particular market segment or index. A Fund could purchase an ETF to temporarily gain exposure to a portion of the U.S. or a foreign market while awaiting an opportunity to purchase securities directly. An investment in an ETF, like one in any investment company, carries the same risks as those of its underlying securities. An ETF may fail to accurately track the returns of the market segment or index that it is designed to track, and the price of an ETFs shares may fluctuate or lose money. In addition, because they, unlike other investment companies, are traded on an exchange, ETFs are subject to the following risks: (i) the market price of the ETFs shares may trade at a premium or discount to the ETFs NAV; (ii) an active trading market for an ETF may not develop or be maintained; and (iii) there is no assurance that the requirements of the exchange necessary to maintain the listing of the ETF will continue to be met or remain unchanged. In the event substantial market or other disruptions affecting ETFs should occur in the future, the liquidity and value of a Funds shares could also be substantially and adversely affected. See also Investment Company Securities below.
EXCHANGE TRADED NOTES
The Funds (and certain of the Underlying Funds) may invest in ETNs, which are a type of unsecured, unsubordinated debt security that have characteristics and risks similar to those of fixed income securities and trade on a major exchange similar to shares of ETFs. However, this type of debt security differs from other types of bonds and notes because ETN returns are based upon the performance of a market index minus applicable fees, no period coupon payments are distributed, and no principal protections exists. The purpose of ETNs is to create a type of security that combines aspects of both bonds and ETFs. The value of an ETN may be influenced by time to maturity, level of supply and demand for the ETN, volatility and lack of liquidity in underlying commodities or securities markets, changes in the applicable interest rates, changes in the issuers credit rating and economic, legal, political or geographic events that affect the referenced commodity or security. An investors decision to sell its ETN holdings may also be limited by the availability of a secondary market. If an investor must sell some or all of its ETN holdings and the secondary market is weak, it may have to sell such holdings at a discount. If an investor holds its investment in an ETN until maturity, the issuer will give the investor a cash amount that would be equal to principal amount (subject to the days index factor). ETNs are also subject to counterparty credit risk and fixed income risk.
FIXED INCOME INSTRUMENTS
The Funds may invest in fixed income securities. To the extent a Fund invests in fixed income instruments, the value of the Funds investment may change as prevailing interest rates fluctuate. When interest rates decline, the value of fixed income securities can be expected to rise. Conversely, when interest rates rise, the value of fixed income securities can be expected to decline. A Funds investments in fixed income securities with longer terms to maturity or greater duration are subject to greater volatility than shorter-term obligations.
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Fluctuations in interest rates may affect the yield, liquidity and value of investments in income-producing or fixed income securities. A wide variety of factors can cause interest rates to rise (e.g., central bank monetary policies, inflation rates, general economic conditions, etc.). The risks associated with rising interest rates are heightened given that interest rates are near historic lows, but may increase in the future with unpredictable effects on the markets and a Funds investments.
Recent outflows in the fixed income market could impose difficulties on dealers because the increase over the past decade of assets in bond mutual funds and ETFs has not been matched with a proportionate increase in dealer capacity. As such, dealer inventories appear to be at an all-time low, relative to the market size. This reduction in market-making capacity by dealers has the potential to decrease liquidity and increase volatility in fixed income markets.
Following the financial crisis in 2007, the Board of Governors of the Federal Reserve System (the Federal Reserve) has attempted to stabilize the U.S. economy and support the U.S. economic recovery by keeping the federal funds rate at or near zero percent. The Federal Reserve has further regulated interest rates and the monetary bases by purchasing large quantities of securities issued or guaranteed by the U.S. government, its agencies or instrumentalities on the open market (Quantitative Easing). While the Federal Reserve finalized its Quantitative Easing Program towards the end of October 2014, the central bank has continued to keep interest rates low. However, the Federal Reserve recently raised the federal funds rate. As the Federal Reserve continues to raise the federal funds rate, there will be a risk that interest rates across the U.S. financial system will rise. These policy changes may expose debt instrument and related markets to heightened volatility and may reduce liquidity for certain Fund investments, which could cause the value of a Funds investments and share price to decline. To the extent a Fund experiences high redemptions because of these policy changes, a Fund may experience increased portfolio turnover, which will increase the costs that a Fund incurs and may lower a Funds performance. The liquidity levels of a Funds portfolio may also be affected.
After purchase by a Fund, a security may cease to be rated or its rating may be reduced below the minimum required for purchase by the Fund. A security that has had its rating downgraded or revoked may be subject to greater risk to principal and income, and often involve greater volatility of price, than securities in the higher rating categories. Such securities are also subject to greater credit risks (including, without limitation, the possibility of default by or bankruptcy of the issuers of such securities) than securities in higher rating categories.
FLOATING AND VARIABLE RATE OBLIGATIONS
Certain fixed income securities that the Funds may purchase may have a floating or variable rate of interest. The interest payable on instruments with floating or variable rates of interest changes in accordance with specified market rates or indices, such as the prime rates, and at specified intervals. Certain floating or variable rate obligations that may be purchased by a Fund may carry a demand feature that would permit the holder to tender them back to the issuer of the underlying instrument, or to a third party, at par value prior to maturity. The demand features of certain floating or variable rate obligations may permit the holder to tender the obligations to foreign banks, in which case the ability to receive payment under the demand feature will be subject to certain risks, as described under Foreign Securities, below.
Variable or floating rate demand notes may be issued by corporations, bank holding companies and financial institutions and similar taxable and tax-exempt instruments issued by government agencies and instrumentalities. These securities will typically have a maturity over one year but carry with them the right of the holder to put the securities to a remarketing agent or other entity at designated time intervals and on specified notice. The obligation of the issuer of the put to repurchase the securities may be backed by a letter of credit or other obligation issued by a financial institution. The purchase price is ordinarily par plus accrued and unpaid interest. Generally, the remarketing agent will adjust the interest rate every seven days (or at other specified intervals) in order to maintain the interest rate at the prevailing rate for securities with a seven-day or other designated maturity.
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The Funds may also buy variable rate master demand notes. The terms of the obligations permit a Fund to invest fluctuating amounts at varying rates of interest pursuant to direct arrangements between the Fund, as lender, and the borrower. These instruments permit weekly and, in some instances, daily changes in the amounts borrowed. A Fund has the right to increase the amount under the note at any time up to the full amount provided by the note agreement, or to decrease the amount and the borrower may repay up to the full amount of the note without penalty. The notes may or may not be backed by bank letters of credit. Because the notes are direct lending arrangements between a Fund and the borrower, it is not generally contemplated that they will be traded, and there is no secondary market for them, although they are redeemable (and, thus, immediately repayable by the borrower) at principal amount, plus accrued interest, at any time. In connection with any such purchase and on an ongoing basis, the Adviser will consider the earning power, cash flow and other liquidity ratios of the issuer, and its ability to pay principal and interest on demand, including a situation in which all holders of such notes make demand simultaneously. While master demand notes, as such, are not typically rated by credit rating agencies, a Fund may, under its minimum rating standards, invest in them only if, at the time of an investment, the issuer meets the criteria for the relevant Funds investment in money market instruments.
Investments in floating or variable rate securities may involve industrial development or revenue bonds which provide that the rate of interest is set as a specific percentage of a designated base rate, such as rates on U.S. Treasury bonds or bills or the prime rate at a major commercial bank, and that a bondholder can demand payment of the obligations on short notice at par plus accrued interest. While there is usually no established secondary market for issues of this type of security, the dealer that sells an issue of such securities frequently also offers to repurchase such securities at any time, at a repurchase price which varies and may be more or less than the amount the bondholder paid for them.
Because of the variable rate nature of the instruments, during periods when prevailing interest rates decline, a Funds yield will decline and its shareholders will forgo the opportunity for capital appreciation. On the other hand, during periods when prevailing interest rates increase, a Funds yield will increase and its shareholders will have reduced risk of capital depreciation. In certain cases, the interest rate index on which an instruments yield is based may not rise and fall to the same extent or as quickly as the general market for municipal obligations. These instruments are considered derivatives and the value of such instruments may be more volatile than other floating rate municipal obligations.
The maturity of floating or variable rate obligations (including participation interests therein) is deemed to be the longer of (i) the notice period required before a Fund is entitled to receive payment of the obligation upon demand, or (ii) the period remaining until the obligations next interest rate adjustment. If not redeemed for a Fund through the demand feature, an obligation matures on a specified date that may range up to 30 years from the date of issuance.
FOREIGN CURRENCY EXCHANGE-RELATED SECURITIES
The Funds may invest in foreign currency exchange-related securities.
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Foreign Currency Warrants. Foreign currency warrants such as Currency Exchange Warrants (SM) (CEWs(SM)), are warrants which entitle the holder to receive from their issuer an amount of cash (generally, for warrants issued in the United States, in U.S. dollars) which is calculated pursuant to a predetermined formula and based on the exchange rate between a specified foreign currency and the U.S. dollar as of the exercise date of the warrant. Foreign currency warrants generally are exercisable upon their issuance and expire as of a specified date and time. Foreign currency warrants have been issued in connection with U.S. dollar-denominated debt offerings by major corporate issuers in an attempt to reduce the foreign currency exchange risk that, from the point of view of prospective purchasers of the securities, is inherent in the international fixed income marketplace. Foreign currency warrants may attempt to reduce the foreign exchange risk assumed by purchasers of a security by, for example, providing for a supplemental payment in the event that the U.S. dollar depreciates against the value of a major foreign currency such as the Japanese yen or the Euro. The formula used to determine the amount payable upon exercise of a foreign currency warrant may make the warrant worthless unless the applicable foreign currency exchange rate moves in a particular direction (e.g., unless the U.S. dollar appreciates or depreciates against the particular foreign currency to which the warrant is linked or indexed). Foreign currency warrants are severable from the debt obligations with which they may be offered and may be listed on exchanges. Foreign currency warrants may be exercisable only in certain minimum amounts, and an investor wishing to exercise warrants who possesses less than the minimum number required for exercise may be required to either sell the warrants or to purchase additional warrants, thereby incurring additional transaction costs. In the case of any exercise of warrants, there may be a time delay between the time a holder of warrants gives instructions to exercise and the time the exchange rate relating to exercise is determined, during which time the exchange rate could change significantly, thereby affecting both the market and cash settlement values of the warrants being exercised. The expiration date of the warrants may be accelerated if the warrants should be delisted from an exchange or if their trading should be suspended permanently, which would result in the loss of any remaining time value of the warrants (i.e., the difference between the current market value and the exercise value of the warrants) and, in the case the warrants were out-of-the-money, in a total loss of the purchase price of the warrants. Warrants are generally unaccrued obligations of their issuers and are not standardized foreign currency options issued by the Options Clearing Corporation (the OCC). Unlike foreign currency options issued by the OCC, the terms of foreign exchange warrants generally will not be amended in the event of governmental or regulatory actions affecting exchange rates or in the event of the imposition of other regulatory controls affecting the international currency markets. The initial public offering price of foreign currency warrants is generally considerably in excess of the price that a commercial user of foreign currencies might pay in the interbank market for a comparable option involving significantly larger amounts of foreign currencies. Foreign currency warrants are subject to complex political or economic factors.
Principal Exchange Rate Linked Securities. Principal exchange rate linked securities (PERLs(SM)) are debt obligations the principal on which is payable at maturity in an amount that may vary based on the exchange rate between the U.S. dollar and a particular foreign currency at or about that time. The return on standard PERLs is enhanced if the foreign currency to which the security is linked appreciates against the U.S. dollar, and is adversely affected by increases in the foreign exchange value of the U.S. dollar; reverse PERLs are like the standard securities, except that their return is enhanced by increases in the value of the U.S. dollar and adversely impacted by increases in the value of foreign currency. Interest payments on the securities are generally made in U.S. dollars at rates that reflect the degree of foreign currency risk assumed or given up by the purchaser of the notes (i.e., at relatively higher interest rates if the purchaser has assumed some of the foreign exchange risk, or relatively lower interest rates if the issuer has assumed some of the foreign exchange risk, based on the expectations of the current market). PERLs may in limited cases be subject to acceleration of maturity (generally, not without the consent of the holders of the securities), which may have an adverse impact on the value of the principal payment to be made at maturity.
Performance Indexed Paper. Performance indexed paper (PIPs(SM)) is U.S. dollar-denominated commercial paper the yield of which is linked to certain foreign exchange rate movements. The yield to the investor on PIPs is established at maturity as a function of the spot exchange rates between the U.S. dollar and a designated currency as of or about that time (generally, the index maturity two days prior to maturity). The yield to the investor will be within a range stipulated at the time of purchase of the obligation, generally with a guaranteed minimum rate of return that is below, and a potential maximum rate of return that is above, market yields on U.S. dollar-denominated commercial paper, with both the minimum and maximum rates of return on the investment corresponding to the minimum and maximum values of the spot exchange rate two business days prior to maturity.
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FOREIGN SECURITIES
The Funds may invest in foreign securities. Investing in securities issued by companies whose principal business activities are outside the United States may involve significant risks not present in domestic investments. For example, there is generally less publicly available information about foreign companies, particularly those not subject to the disclosure and reporting requirements of the U.S. securities laws. Foreign issuers are generally not bound by uniform accounting, auditing, and financial reporting requirements and standards of practice comparable to those applicable to domestic issuers. Foreign securities, including those of emerging and frontier market issuers, are subject to additional risks, including international trade, social, political and regulatory risks. Investments in foreign securities also involve the risk of possible adverse changes in investment or exchange control regulations, expropriation or confiscatory taxation, other taxes imposed by the foreign country on a Funds earnings, assets, or transactions, limitation on the removal of cash or other assets of a Fund, political or financial instability, the imposition of economic sanctions, or diplomatic and other developments which could affect such investments. Further, economies of particular countries or areas of the world may differ favorably or unfavorably from the economy of the United States. Changes in foreign exchange rates will affect the value of securities denominated or quoted in currencies other than the U.S. dollar. The currency in which a Funds assets are denominated may be devalued against the U.S. dollar, resulting in a loss to the Fund. Foreign securities often trade with less frequency and volume than domestic securities and therefore may exhibit greater price volatility. Furthermore, dividends or interest on, or proceeds from the sale of, foreign securities may be subject to foreign withholding taxes, and special U.S. tax considerations may apply. Additional costs associated with an investment in foreign securities may include higher custodial fees than those that apply to domestic custodial arrangements, and transaction costs of foreign currency conversions. Legal remedies available to investors in certain foreign countries may be more limited than those available with respect to investments in the United States or in other foreign countries.
Euro-Related Risks. In the past, economic crises have brought several small economies in Europe to the brink of bankruptcy and many other economies into recession and weakened the banking and financial sectors of many European countries. In addition, due to large public deficits, some European countries may be dependent on assistance from other European governments and institutions or multilateral agencies and offices. Assistance may be dependent on a countrys implementation of reforms or reaching a certain level of performance. Failure to reach those objectives or an insufficient level of assistance could result in a deep economic downturn that could significantly affect the value of a Funds European investments. The Economic and Monetary Union of the European Union (EMU) is comprised of the European Union members that have adopted the euro currency. By adopting the euro as its currency, a member state relinquishes control of its own monetary policies. As a result, European countries are significantly affected by fiscal and monetary controls implemented by the EMU. The euro currency may not fully reflect the strengths and weaknesses of the various economies that comprise the EMU and Europe generally. It is possible that EMU member countries could abandon the euro and return to a national currency and/or that the euro will cease to exist as a single currency in its current form. The effects of such an abandonment or a countrys forced expulsion from the euro on that country, the rest of the EMU, and global markets are impossible to predict, but are likely to be negative.
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GLOBAL FINANCIAL MARKETS
Global economies and financial markets are becoming increasingly interconnected. Social, political and economic conditions (including recent instability and volatility) and events (including armed conflict and natural disasters) in one country, region or financial market, including a country, region or market in which a Fund has not invested, may adversely impact issuers in a different country, region or financial market, including a country, region or market in which a Fund has not invested. As a result, issuers of securities held by a Fund may experience significant declines in the value of their assets and even cease operations. Such conditions and/or events may not have the same impact on all types of securities and may expose a Fund to greater market or liquidity risk or cause difficulty in valuing portfolio instruments held by the Fund. This could cause a Fund to underperform other types of investments.
The severity or duration of such conditions and/or events may be affected by policy changes made by governments or quasi-governmental organizations. Instability in the financial markets has led governments across the globe to take a number of unprecedented actions designed to support the financial markets. Future government regulation and/or intervention may also change the way in which a Fund is regulated and could limit or preclude the Funds ability to achieve its investment objective. For example, one or more countries that have adopted the euro may abandon that currency and/or withdraw from the European Union, which could disrupt global markets and affect the liquidity and value of a Funds investments, regardless of whether the Fund has significant exposure to European markets. The risk of investing in Europe may be heightened due to the recent referendum in which the United Kingdom voted to exit the European Union. In addition, countries in the Asian region may be adversely affected by social, political, economic and regulatory developments, including long-running border and diplomatic disputes with neighboring countries or the international community, that could adversely impact economies within individual Asian countries or the Asian region or the global market as a whole. Moreover, governments or their agencies may acquire distressed assets from financial institutions and may acquire ownership interests in those institutions, which may affect a Funds investments in ways that are unforeseeable.
In addition, in the United States, total public debt as a percentage of gross domestic product has grown rapidly since the beginning of the financial downturn. High levels of national debt may raise concerns that the U.S. government will be unable to pay investors at maturity, may cause declines in currency valuations and may prevent the U.S. government from implementing effective fiscal policy. In 2011, Standard & Poors lowered its long-term sovereign credit rating on the United States, which may affect the market price and yields of certain U.S. Government securities.
Export-driven economies, including the economics of a number of Asian countries, may be adversely affected by the U.S. and other large economies, with which they do business.
HIGH YIELD/HIGH RISK SECURITIES
The Funds may invest in high yield/high risk securities. Securities rated lower than Baa by Moodys Investor Service (Moodys), or lower than BBB by Standard & Poors Rating Services (S&P), are referred to as non-investment grade, high yield or junk bonds. In general, the market for lower rated, high-yield bonds is more limited than the market for higher rated bonds, and because their markets may be thinner and less active, the market prices of lower rated, high-yield bonds may fluctuate more than the prices of higher rated bonds, particularly in times of market stress. In addition, while the market for high-yield, corporate debt securities has been in existence for many years, the market in recent years experienced a dramatic increase in the large-scale use of such securities to fund highly leveraged corporate acquisitions and restructurings. Accordingly, past experience may not provide an accurate indication of future performance of the high-yield bond market, especially during periods of economic recession. Other risks that may be associated with lower rated, high-yield bonds include their relative insensitivity to interest-rate changes; the exercise of any of their redemption or call provisions in a declining market which may result in their replacement by lower yielding bonds; and legislation, from time to time, which may adversely affect their market. A description of the ratings used herein and in the Prospectuses is set forth in Appendix A to this SAI.
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Investing in high yield securities involves special risks in addition to the risks associated with investments in fixed income securities generally. High yield securities may be regarded as predominately speculative with respect to the issuers continuing ability to meet principal and interest payments. Analysis of the creditworthiness of issuers of high yield securities may be more complex than for issuers of higher quality debt securities, and the ability of the Funds to achieve their investment objective may, to the extent of its investments in high yield securities, be more dependent upon such creditworthiness analysis than would be the case if the Funds were investing in higher quality securities.
High yield securities may be more susceptible to real or perceived adverse economic and competitive industry conditions than higher grade securities. The prices of high yield securities have been found to be less sensitive to interest rate changes than more highly rated investments, but more sensitive to adverse economic downturns or individual corporate developments. A projection of an economic downturn or of a period of rising interest rates, for example, could cause a decline in high yield security prices because the advent of a recession could lessen the ability of a highly leveraged company to make principal and interest payments on its debt securities. If the issuer of high yield securities defaults, the Funds may incur additional expenses to seek recovery. In the case of high yield securities structured as zero coupon or payment-in-kind securities, the market prices of such securities are affected to a greater extent by interest rate changes and, therefore, tend to be more volatile than securities that pay interest periodically and in cash. The secondary markets on which high yield securities are traded may be less liquid than the market for higher grade securities. Less liquidity in the secondary trading markets could adversely affect and cause large fluctuations in the daily NAV of the Funds. Adverse publicity and investor perceptions, whether or not based on fundamental analysis, may decrease the values and liquidity of high yield securities, especially in a thinly traded market. The adoption of new legislation could adversely affect the secondary market for high yield securities and the financial condition of issuers of these securities. The form of any future legislation, and the probability of such legislation being enacted, is uncertain.
The use of credit ratings as the sole method of evaluating high yield securities can involve certain risks. For example, credit ratings evaluate the safety of principal and interest payments, not the market value risk of high yield securities. Also, credit rating agencies may fail to change credit ratings in a timely fashion to reflect events since the security was last rated.
ILLIQUID INVESTMENTS, RULE 144A SECURITIES, AND SECTION 4(a)(2) SECURITIES (ALL FUNDS)
Each Fund may invest up to 15% of its net assets in securities that are illiquid by virtue of the absence of a readily available market, or because of legal or contractual restrictions on resale. This policy does not limit the acquisition of securities eligible for resale to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (1933 Act) or commercial paper issued pursuant to Section 4(a)(2) under the 1933 Act that are determined to be liquid in accordance with guidelines established by the Board of Trustees. There may be delays in selling these securities and sales may be made at less favorable prices.
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The Adviser may determine that a particular Rule 144A or Section 4(a)(2) security is liquid and thus not subject to a Funds limits on investment in illiquid securities, pursuant to guidelines adopted by the Board of Trustees. Factors that the Adviser must consider in determining whether a particular Rule 144A security is liquid include the frequency of trades and quotes for the security, the number of dealers willing to purchase or sell the security and the number of other potential purchasers, dealer undertakings to make a market in the security, and the nature of the security and the nature of the market for the security (i.e., the time needed to dispose of the security, the method of soliciting offers and the mechanics of transfer). Investing in Rule 144A securities could have the effect of increasing the level of a Funds illiquidity to the extent that qualified institutions might become, for a time, uninterested in purchasing these securities. Unaffiliated Underlying Funds that are mutual funds may have similar policies.
INVERSE FLOATING RATE OBLIGATIONS
The Fund may invest in inverse floating rate obligations (inverse floaters). Inverse floaters have coupon rates that vary inversely at a multiple of a designated floating rate, such as LIBOR (London InterBank Offered Rate). Any rise in the reference rate of an inverse floater (as a consequence of an increase in interest rates) causes a drop in the coupon rate while any drop in the reference rate of an inverse floater causes an increase in the coupon rate. In addition, like most other fixed income securities, the value of inverse floaters will generally decrease as interest rates increase. Inverse floaters may exhibit substantially greater price volatility than fixed rate obligations having similar credit quality, redemption provisions and maturity, and inverse floater Collateralized Mortgage Obligations (CMOs) exhibit greater price volatility than the majority of mortgage pass-through securities or CMOs. In addition, some inverse floater CMOs exhibit extreme sensitivity to changes in prepayments. As a result, the yield to maturity of an inverse floater CMO is sensitive not only to changes in interest rates, but also to changes in prepayment rates on the related underlying mortgage assets.
INVESTMENT COMPANY SECURITIES
Investments in the securities of other investment companies may involve duplication of advisory fees and certain other expenses. By investing in another investment company, an investor becomes a shareholder of that investment company. As a result, a Funds shareholders indirectly will bear the underlying funds proportionate share of the fees and expenses paid by shareholders of the other investment company, in addition to the fees and expenses a Funds shareholders directly bear in connection with a Funds own operations. A Funds investment in the securities of other investment companies may be particularly significant following its launch or in situations where a Fund is unable to access a particular country or market.
Generally, under the 1940 Act and related rules, a Fund may purchase an unlimited amount of shares of an affiliated fund or a money market fund. A Fund may also purchase shares of an unaffiliated fund as long as: (i) the Fund doesnt invest more than 5% of its total assets in the securities of any one investment company (ETF or other mutual funds); (ii) the Fund doesnt own more than 3% of the outstanding voting stock of any one investment company; or (iii) the Fund doesnt invest more than 10% of its total assets in the securities of other investment companies. A Fund may exceed the limits if (i) the unaffiliated fund or the Fund has received an order for exemptive relief from the 3% limitation from the SEC that is applicable to the Fund; and (ii) the unaffiliated fund and the Fund take appropriate steps to comply with any conditions in such order. In the alternative, a Fund may exceed the 5% limitation and the 10% limitation, provided the aggregate sales loads any investor pays (i.e., the combined distribution expenses of both the acquiring fund and the acquired funds) does not exceed the limits on sales loads established by FINRA for funds of funds.
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The World Selection Funds invest primarily in a combination of Affiliated Underlying Funds and Unaffiliated Underlying Funds, to the extent permitted by the 1940 Act. Under the 1940 Act, the World Selection Funds may purchase an unlimited amount of shares of any Affiliated Underlying Fund. In addition, with respect to purchasing shares of any Unaffiliated Underlying Funds, the World Selection Funds are generally subject to the following restrictions, depending on the circumstances:
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If the Fund invests in shares of Unaffiliated Underlying Funds in reliance on Section 12(d)(1)(A) of the 1940 Act, (i) the Fund may invest only up to 5% of its total assets in the securities of any one investment company (ETFs or mutual funds); (ii) a Fund may not own more than 3% of the outstanding voting stock of any one investment company; and (iii) a Fund may not invest more than 10% of its total assets in the securities of other investment companies. |
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If the Fund invests in shares of Unaffiliated Underlying Funds in reliance on Section 12(d)(1)(F) of the 1940 Act and Rule 12d1-3 thereunder, the holdings of the Fund and all of its affiliated persons (including other Funds) in an Unaffiliated Underlying Fund are limited to 3% of the total outstanding shares of the Unaffiliated Underlying Fund, measured at the time of purchase. In addition, the Unaffiliated Underlying Funds whose shares are held pursuant to this exception may limit redemptions payable to the investing Funds to 1% of the Unaffiliated Underlying Funds total outstanding shares during any period of less than thirty days. |
Investments in securities issued by other investment companies present the following risks:
Allocation Risk: The risk that the Advisers target asset and sector allocations and changes in target asset and sector allocations cause a Fund to underperform other similar funds or cause you to lose money, and that a Fund may not achieve its target asset and sector allocations.
Underlying Fund Selection Risk: The risk that a Fund may invest in underlying funds that underperform other similar funds or the markets more generally, due to poor investment decisions by the investment adviser(s) for the underlying funds or otherwise.
MONEY MARKET SECURITIES
Each Funds investments in money market instruments will consist of: (i) short-term obligations of the U.S. Government, its agencies and instrumentalities; (ii) other short-term debt securities rated A or higher by Moodys or S&P or, if unrated, of comparable quality in the opinion of the Adviser ; (iii) commercial paper, including master demand notes; (iv) bank obligations, including certificates of deposit, bankers acceptances and time deposits; (v) repurchase agreements; and (vi) shares of money market funds, which may include the Government Money Market Fund. Securities issued or guaranteed as to principal and interest by the U.S. Government include a variety of Treasury securities, which differ in their interest rates, maturities and dates of issue. Securities issued or guaranteed by agencies or instrumentalities of the U.S. Government may or may not be supported by the full faith and credit of the United States or by the right of the issuer to borrow from the Treasury.
Considerations of liquidity and preservation of capital mean that a Fund may not necessarily invest in money market instruments paying the highest available yield at a particular time.
MORTGAGE DOLLAR ROLL TRANSACTIONS
Certain Funds may engage in dollar roll transactions with respect to mortgage securities issued by the Government National Mortgage Association (GNMA), the Federal National Mortgage Association (FNMA) and the Federal Home Loan Mortgage Corporation (FHLMC). In a dollar roll transaction, a Fund sells a mortgage-backed security and simultaneously agrees to repurchase a similar security on a specified future date at an agreed upon price. During the roll period, a Fund will not be entitled to receive any interest or principal paid on the securities sold. A Fund is compensated for the lost interest on the securities sold by the difference between the sales price and the lower price for the future repurchase as well as by the interest earned on the reinvestment of the sales proceeds. A Fund may also be compensated by receipt of a commitment fee.
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MORTGAGE-RELATED SECURITIES
The Funds may invest in mortgage-backed certificates and other securities representing ownership interests in mortgage pools, including CMOs. Interest and principal payments on the mortgages underlying mortgage-backed securities are passed through to the holders of the mortgage-backed securities. Mortgage-backed securities currently offer yields higher than those available from many other types of fixed income securities, but because of their prepayment aspects, their price volatility and yield characteristics will change based on changes in prepayment rates.
There are two methods of trading mortgage-backed securities. A specific pool transaction is a trade in which the pool number of the security to be delivered on the settlement date is known at the time the trade is made. This is in contrast with the typical mortgage transaction, called a TBA (to be announced) transaction, in which the type of mortgage securities to be delivered is specified at the time of trade but the actual pool numbers of the securities that will be delivered are not known at the time of the trade. For example, in a TBA transaction an investor could purchase $1 million of 30-year FNMA 9% mortgages and receive up to three pools on the settlement date. The pool numbers of the pools to be delivered at settlement will be announced shortly before settlement takes place. The terms of the TBA trade may be made more specific if desired. For example, an investor may request pools with particular characteristics, such as those that were issued prior to January 1, 1990. The most detailed specification of the trade is to request that the pool number be known prior to purchase. In this case, the investor has entered into a specific pool transaction. Generally, agency pass-through mortgage-backed securities are traded on a TBA basis. The specific pool numbers of the securities purchased do not have to be determined at the time of the trade.
Mortgage-backed securities have yield and maturity characteristics that are dependent on the mortgages underlying them. Thus, unlike traditional debt securities, which may pay a fixed rate of interest until maturity when the entire principal amount comes due, payments on these securities include both interest and a partial payment of principal. In addition to scheduled loan amortization, payments of principal may result from the voluntary prepayment, refinancing or foreclosure of the underlying mortgage loans. Such prepayments may significantly shorten the effective durations of mortgage-backed securities, especially during periods of declining interest rates. Similarly, during periods of rising interest rates, a reduction in the rate of prepayments may significantly lengthen the effective durations of such securities.
Investment in mortgage-backed securities poses several risks, including interest rate, prepayment, market, and credit risk. Interest rate risk reflects the risk that, as interest rates rise, the value of mortgage-backed securities generally can be expected to fall. Prepayment risk reflects the risk that borrowers may prepay their mortgages faster than expected, thereby affecting the investments average life and perhaps its yield. Whether or not a mortgage loan is prepaid is almost entirely controlled by the borrower. Borrowers are most likely to exercise prepayment options at the time when it is least advantageous to investors, generally prepaying mortgages as interest rates fall, and slowing payments as interest rates rise. Besides the effect of prevailing interest rates, the rate of prepayment and refinancing of mortgages may also be affected by home value appreciation, ease of the refinancing process and local economic conditions.
Market risk reflects the risk that the price of the security may fluctuate over time. The price of mortgage-backed securities may be particularly sensitive to prevailing interest rates, the length of time the security is expected to be outstanding, and the liquidity of the issue. In a period of unstable interest rates, there may be decreased demand for certain types of mortgage-backed securities, and a fund invested in such securities wishing to sell them may find it difficult to find a buyer, which may in turn decrease the price at which they may be sold.
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Credit risk reflects the risk that a Fund may not receive all or part of its principal because the issuer or credit enhancer has defaulted on its obligations. Obligations issued by U.S. Government-related entities may not be backed by the full faith and credit of the U.S. Government. The performance of private label mortgage-backed securities, issued by private institutions, is based on the financial health of those institutions.
The recent financial downturnparticularly the increase in delinquencies and defaults on residential mortgages, falling home prices, and unemploymenthas adversely affected the market for mortgage-related securities. In addition, various market and governmental actions may impair the ability to foreclose on or exercise other remedies against underlying mortgage holders, or may reduce the amount received upon foreclosure. These factors have caused certain mortgage-related securities to experience lower valuations and reduced liquidity. There is also no assurance that the U.S. Government will take further action to support the mortgage-related securities industry, as it has in the past, should the economic downturn continue or the economy experience another downturn. Further, recent legislative action and any future government actions may significantly alter the manner in which the mortgage-related securities market functions. Each of these factors could ultimately increase the risk that a Fund could realize losses on mortgage-related securities.
Mortgage Pass-Through Securities. Interests in pools of mortgage-related securities differ from other forms of debt securities, which normally provide for periodic payment of interest in fixed amounts with principal payments at maturity or specified call dates. Instead, these securities provide a monthly payment that consists of both interest and principal payments. In effect, these payments are a pass-through of the monthly payments made by the individual borrowers on their residential or commercial mortgage loans, net of any fees paid to the issuer or guarantor of such securities. Additional payments are caused by repayments of principal resulting from the sale of the underlying property, refinancing or foreclosure, net of fees or costs that may be incurred. Some mortgage-related securities (such as securities issued by the GNMA) are described as modified pass-through. These securities entitle the holder to receive all interest and principal payments owed on the mortgage pool, net of certain fees, at the scheduled payment dates regardless of whether or not the mortgagor actually makes the payment.
The principal governmental guarantor of mortgage-related securities is the GNMA. GNMA is a wholly owned U.S. Government corporation within the Department of Housing and Urban Development. GNMA is authorized to guarantee, with the full faith and credit of the U.S. Government, the timely payment of principal and interest on securities issued by institutions approved by GNMA (such as savings and loan institutions, commercial banks and mortgage bankers) and backed by pools of Federal Housing Administration (FHA) insured or Department of Veterans Affairs (VA) guaranteed mortgages. Government-related guarantors (i.e., not backed by the full faith and credit of the U.S. Government) include the FNMA and the FHLMC. FNMA is a government-sponsored corporation. FNMA purchases conventional (i.e., not insured or guaranteed by any government agency) residential mortgages from a list of approved seller/servicers which include state and federally chartered savings and loan associations, mutual savings banks, commercial banks and credit unions and mortgage bankers. Pass-through securities issued by FNMA are guaranteed as to timely payment of principal and interest by FNMA but are not backed by the full faith and credit of the U.S. Government.
FHLMC was created by Congress in 1970 for the purpose of increasing the availability of mortgage credit for residential housing. It is a government-sponsored corporation formerly owned by the Federal Home Loan Banks. FHLMC issues participation certificates (PCs) which represent interests in conventional mortgages from FHLMCs national portfolio. FHLMC guarantees the timely payment of interest and ultimate collection of principal, but PCs are not backed by the full faith and credit of the U.S. Government.
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In September 2008, the Federal Housing Finance Agency (FHFA) placed FNMA and FHMLC into conservatorship. As the conservator, FHFA succeeded to all rights, titles, powers and privileges of FNMA and FHLMC and of any stockholder, officer or director of FNMA and FHLMC with respect to FNMA and FHLMC and the assets of FNMA and FHLMC. FHFA selected a new chief executive officer and chairman of the board of directors for each of FNMA and FHLMC.
The FHFA has indicated that the conservatorship of each enterprise will end when the director of FHFA determines that FHFAs plan to restore the enterprise to a safe and solvent condition has been completed. FNMA and FHLMC are continuing to operate as going concerns while in conservatorship and each remain liable for all of its obligations, including its guaranty obligations, associated with its mortgage-backed securities. The steps taken in connection with the conservatorship are both intended to enhance each of FNMAs and FHLMCs ability to meet its obligations.
Under the Federal Housing Finance Regulatory Reform Act of 2008 (the Reform Act), which was included as part of the Housing and Economic Recovery Act of 2008, FHFA, as conservator or receiver, has the power to repudiate any contract entered into by FNMA or FHLMC prior to FHFAs appointment as conservator or receiver, as applicable, if FHFA determines, in its sole discretion, that performance of the contract is burdensome and that repudiation of the contract promotes the orderly administration of FNMAs or FHLMCs affairs. The Reform Act requires FHFA to exercise its right to repudiate any contract within a reasonable period of time after its appointment as conservator or receiver.
FHFA, in its capacity as conservator, has indicated that it has no intention to repudiate the guaranty obligations of FNMA or FHLMC because FHFA views repudiation as incompatible with the goals of the conservatorship. However, in the event that FHFA, as conservator or if it is later appointed as receiver for FNMA or FHLMC, were to repudiate any such guaranty obligation, the conservatorship or receivership estate, as applicable, would be liable for actual direct compensatory damages in accordance with the provisions of the Reform Act. Any such liability could be satisfied only to the extent of FNMAs or FHLMCs assets available therefor.
In the event of repudiation, the payments of interest to holders of FNMA or FHLMC mortgage-backed securities would be reduced if payments on the mortgage loans represented in the mortgage loan groups related to such mortgage-backed securities are not made by the borrowers or advanced by the servicer. Any actual direct compensatory damages for repudiating these guaranty obligations may not be sufficient to offset any shortfalls experienced by such mortgage-backed security holders.
Further, in its capacity as conservator or receiver, FHFA has the right to transfer or sell any asset or liability of FNMA or FHLMC without any approval, assignment or consent. Although FHFA has stated that it has no present intention to do so, if FHFA, as conservator or receiver, were to transfer any such guaranty obligation to another party, holders of FNMA or FHLMC mortgage-backed securities would have to rely on that party for satisfaction of the guaranty obligation and would be exposed to the credit risk of that party.
In addition, certain rights provided to holders of mortgage-backed securities issued by FNMA and FHLMC under the operative documents related to such securities may not be enforced against FHFA, or enforcement of such rights may be delayed, during the conservatorship or any future receivership. The operative documents for FNMA and FHLMC mortgage-backed securities may provide (or with respect to securities issued prior to the date of the appointment of the conservator may have provided) that upon the occurrence of an event of default on the part of FNMA or FHLMC, in its capacity as guarantor, which includes the appointment of a conservator or receiver, holders of such mortgage-backed securities have the right to replace FNMA or FHLMC as trustee if the requisite percentage of mortgage-backed securities holders consent. The Reform Act prevents mortgage-backed security holders from enforcing such rights if the event of default arises solely because a conservator or receiver has been appointed. The Reform Act also provides that no person may exercise any right or power to terminate, accelerate or declare an event of default under certain contracts to which FNMA or FHLMC is a party, or obtain possession of or exercise control over any property of FNMA or FHLMC, or affect any contractual rights of FNMA or FHLMC, without the approval of FHFA, as conservator or receiver, for a period of 45 or 90 days following the appointment of FHFA as conservator or receiver, respectively.
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In addition, in a February 2011 report to Congress from the Treasury Department and the Department of Housing and Urban Development, the Obama administration provided a plan to reform Americas housing finance market. The plan would reduce the role of and eventually eliminate FNMA and FHLMC. Notably, the plan does not propose similar significant changes to GNMA, which guarantees payments on mortgage-related securities backed by federally insured or guaranteed loans such as those issued by the Federal Housing Association or guaranteed by the Department of Veterans Affairs. The report also identified three proposals for Congress and the administration to consider for the long-term structure of the housing finance markets after the elimination of FNMA and FHLMC, including implementing: (i) a privatized system of housing finance that limits government insurance to very limited groups of creditworthy low- and moderate-income borrowers; (ii) a privatized system with a government backstop mechanism that would allow the government to insure a larger share of the housing finance market during a future housing crisis; and (iii) a privatized system where the government would offer reinsurance to holders of certain highly-rated mortgage-related securities insured by private insurers and would pay out under the reinsurance arrangements only if the private mortgage insurers were insolvent.
Commercial banks, savings and loan institutions, private mortgage insurance companies, mortgage bankers and other secondary market issuers also create pass-through pools of conventional residential mortgage loans. Such issuers may, in addition, be the originators and/or servicers of the underlying mortgage loans as well as the guarantors of the mortgage-related securities. Pools created by such nongovernmental issuers generally offer a higher rate of interest than government and government-related pools because there are no direct or indirect government or agency guarantees of payments in the former pools. However, timely payment of interest and principal of these pools may be supported by various forms of insurance or guarantees, including individual loan, title, pool and hazard insurance and letters of credit. The insurance and guarantees are issued by governmental entities, private insurers and the mortgage poolers. Such insurance and guarantees and the creditworthiness of the issuers thereof will be considered in determining whether a mortgage-related security meets a Funds investment quality standards. There can be no assurance that the private insurers or guarantors can meet their obligations under the insurance policies or guarantee arrangements. Although the market for such securities is becoming increasingly liquid, securities issued by certain private organizations may not be readily marketable.
The assets underlying mortgage-related securities may be represented by a portfolio of first lien residential mortgages (including both whole mortgage loans and mortgage participation interests) or portfolios of mortgage pass-through securities issued or guaranteed by GNMA, FNMA or FHLMC. Mortgage loans underlying a mortgage-related security may in turn be insured or guaranteed by the FHA or the VA. In the case of private issue mortgage-related securities whose underlying assets are neither U.S. Government securities nor U.S. Government-insured mortgages, to the extent that real properties securing such assets may be located in the same geographical region, the security may be subject to a greater risk of default than other comparable securities in the event of adverse economic, political or business developments that may affect such region and, ultimately, the ability of residential homeowners to make payments of principal and interest on the underlying mortgages.
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Collateralized Mortgage Obligations (CMOs). A CMO is a hybrid between a mortgage-backed bond and a mortgage pass-through security. Similar to a bond, interest and prepaid principal is paid, in most cases, semiannually. CMOs may be collateralized by whole mortgage loans, but are more typically collateralized by portfolios of mortgage pass-through securities guaranteed by GNMA, FHLMC or FNMA, and their income streams.
CMOs are structured into multiple classes, each bearing a different stated maturity. Actual maturity and average life will depend upon the prepayment experience of the collateral. CMOs provide for a modified form of call protection through a de facto breakdown of the underlying pool of mortgages according to how quickly the loans are repaid. Monthly payment of principal received from the pool of underlying mortgages, including prepayments, is first returned to investors holding the shortest maturity class. Investors holding the longer maturity classes receive principal only after the first class has been retired. An investor is partially guarded against a sooner than desired return of principal because of the sequential payments. In a typical CMO transaction, a corporation (issuer) issues multiple series (e.g., A, B, C, Z) of CMO bonds (Bonds). Proceeds of the Bond offering are used to purchase mortgages or mortgage pass-through certificates (Collateral). The Collateral is pledged to a third party trustee as security for the Bonds. Principal and interest payments from the Collateral are used to pay principal on the Bonds in the order A, B, C, Z. The Series A, B and C Bonds all bear current interest. Interest on the Series Z Bond is accrued and added to principal and a like amount is paid as principal on the Series A, B or C Bond currently being paid off. When the Series A, B and C Bonds are paid in full, interest and principal on the Series Z Bond begins to be paid currently. With some CMOs, the issuer serves as a conduit to allow loan originators (primarily builders or savings and loan associations) to borrow against their loan portfolios.
FHLMC CMOs. FHLMC CMOs are debt obligations of FHLMC issued in multiple classes having different maturity dates that are secured by the pledge of a pool of conventional mortgage loans purchased by FHLMC. Unlike FHLMC PCs, payments of principal and interest on the CMOs are made semiannually, as opposed to monthly. The amount of principal payable on each semiannual payment date is determined in accordance with FHLMCs mandatory sinking fund schedule, which, in turn, is equal to approximately 100% of FHA prepayment experience applied to the mortgage collateral pool. All sinking fund payments in the CMOs are allocated to the retirement of the individual classes of bonds in the order of their stated maturities. Payment of principal on the mortgage loans in the collateral pool in excess of the amount of FHLMCs minimum sinking fund obligation for any payment date are paid to the holders of the CMOs as additional sinking fund payments. Because of the pass-through nature of all principal payments received on the collateral pool in excess of FHLMCs minimum sinking fund requirement, the rate at which principal of the CMOs is actually repaid is likely to be such that each class of bonds will be retired in advance of its scheduled maturity date.
If collection of principal (including prepayments) on the mortgage loans during any semiannual payment period is not sufficient to meet FHLMCs minimum sinking fund obligation on the next sinking fund payment date, FHLMC agrees to make up the deficiency from its general funds. Criteria for the mortgage loans in the pool backing the FHLMC CMOs are identical to those of FHLMC PCs. FHLMC has the right to substitute collateral in the event of delinquencies and/or defaults.
Other Mortgage-Related Securities. Other mortgage-related securities include securities other than those described above that directly or indirectly represent a participation in, or are secured by and payable from, mortgage loans on real property, including CMO residuals or stripped mortgage-backed securities. Other mortgage-related securities may be equity or debt securities issued by agencies or instrumentalities of the U.S. Government or by private originators of, or investors in, mortgage loans, including savings and loan associations, homebuilders, mortgage banks, commercial banks, investment banks, partnerships, trusts and special purpose entities of the foregoing.
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CMO Residuals. CMO residuals are derivative mortgage securities issued by agencies or instrumentalities of the U.S. Government or by private originators of, or investors in, mortgage loans, including savings and loan associations, homebuilders, mortgage banks, commercial banks, investment banks and special purpose entities of the foregoing.
The cash flow generated by the mortgage assets underlying a series of CMOs is applied first to make required payments of principal and interest on the CMOs and second to pay the related administrative expenses of the issuer. The residual in a CMO structure generally represents the interest in any excess cash flow remaining after making the foregoing payments. Each payment of such excess cash flow to a holder of the related CMO residual represents income and/or a return of capital. The amount of residual cash flow resulting from a CMO will depend on, among other things, the characteristics of the mortgage assets, the coupon rate of each class of CMO, prevailing interest rates, the amount of administrative expenses and the prepayment experience on the mortgage assets. In particular, the yield to maturity on CMO residuals is extremely sensitive to prepayments on the related underlying mortgage assets, in the same manner as an interest-only (IO) class of stripped mortgage-backed securities. See Other Mortgage-Related Securities -- Stripped Mortgage-Backed Securities. In addition, if a series of a CMO includes a class that bears interest at an adjustable rate, the yield to maturity on the related CMO residual will also be extremely sensitive to changes in the level of the index upon which interest rate adjustments are based. As described below with respect to stripped mortgage-backed securities, in certain circumstances a Fund may fail to recoup fully its initial investment in a CMO residual.
CMO residuals are generally purchased and sold by institutional investors through several investment banking firms acting as brokers or dealers. The CMO residual market has only very recently developed and CMO residuals currently may not have the liquidity of other more established securities trading in other markets. Transactions in CMO residuals are generally completed only after careful review of the characteristics of the securities in question. In addition, CMO residuals may or, pursuant to an exemption therefrom, may not have been registered under the 1933 Act. CMO residuals, whether or not registered under the 1933 Act, may be subject to certain restrictions on transferability and may be deemed illiquid and subject to a Funds limitations on investment in illiquid securities.
Stripped Mortgage-Backed Securities (SMBS). SMBS are derivative multi-class mortgage securities. SMBS may be issued by agencies or instrumentalities of the U.S. Government or by private originators of, or investors in, mortgage loans, including savings and loan associations, mortgage banks, commercial banks, investment banks and special purpose entities of the foregoing.
SMBS are usually structured with two classes that receive different proportions of the interest and principal distributions on a pool of mortgage assets. A common type of SMBS will have one class receiving some of the interest and most of the principal from the mortgage assets, while the other class will receive most of the interest and the remainder of the principal. In the most extreme case, one class will receive all of the interest (the interest-only or IO class), while the other class will receive all of the principal (the principal-only or PO class). The cash flow and yields on IO and PO classes can be extremely sensitive to the rate of principal payments (including prepayments) on the related underlying mortgage assets, and a rapid rate of principal payments may have a material adverse effect on a Funds yield to maturity from these securities. If the underlying mortgage assets experience greater than anticipated prepayments of principal, a Fund may fail to fully recoup its initial investment in these securities even if the security is in one of the highest rating categories.
Although SMBS are typically purchased and sold by institutional investors through several investment banking firms acting as brokers or dealers, these securities were only recently developed. As a result, established trading markets have not yet developed and, accordingly, these securities may be deemed illiquid and subject to a Funds limitations on investment in illiquid securities.
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Mortgage-Backed Securities and Asset-Backed Securities - Types of Credit Support. Mortgage-backed securities and asset-backed securities are often backed by a pool of assets representing the obligations of a number of different parties. To lessen the effect of failure by obligors on underlying assets to make payments, such securities may contain elements of credit support. Such credit support falls into two categories: (i) liquidity protection; and (ii) protection against losses resulting from ultimate default by an obligor on the underlying assets. Liquidity protection refers to the provision of advances, generally by the entity administering the pool of assets, to ensure that the pass-through of payments due on the underlying pool occurs in a timely fashion. Protection against losses resulting from ultimate default enhances the likelihood of ultimate payment of the obligations on at least a portion of the assets in the pool. Such protection may be provided through guarantees, insurance policies or letters of credit obtained by the issuer or sponsor from third parties, through various means of structuring the transaction or through a combination of such approaches. However, the Funds are subject to the credit risk of the person or entities providing the credit enhancements.
The ratings of mortgage-backed securities and asset-backed securities for which third-party credit enhancement provides liquidity protection or protection against losses from default are generally dependent upon the continued creditworthiness of the provider of the credit enhancement. The ratings of such securities could be subject to reduction in the event of deterioration in the creditworthiness of the credit enhancement provider even in cases where the delinquency and loss experience on the underlying pool of assets is better than expected.
Examples of credit support arising out of the structure of the transaction include senior-subordinated securities (multiple class securities with one or more classes subordinate to other classes as to the payment of principal thereof and interest thereon, with the result that defaults on the underlying assets are borne first by the holders of the subordinated class), creation of reserve funds (where cash or investments, sometimes funded from a portion of the payments on the underlying assets, are held in reserve against future losses) and over-collateralization (where the scheduled payments on, or the principal amount of, the underlying assets exceed those required to make payment of the securities and pay any servicing or other fees). The degree of credit support provided for each issue is generally based on historical information with respect to the level of credit risk associated with the underlying assets. Delinquency or loss in excess of that which is anticipated could adversely affect the return on an investment in such a security.
OPERATIONAL RISK
The Funds investments or their service providers may be negatively impacted due to operational risks arising from factors such as processing errors and human errors, inadequate or failed internal or external processes, failures in systems and technology, changes in personnel, and errors caused by third-party service providers or trading counterparties. The use of certain investment strategies that involve manual or additional processing, such as over-the-counter derivatives, increases these risks. Although the Funds attempt to minimize such failures through controls and oversight, it is not possible to identify all of the operational risks that may affect a Fund or to develop processes and controls that completely eliminate or mitigate the occurrence of such failures. A Fund and its shareholders could be negatively impacted as a result.
In addition, the Funds rely on various sources to calculate their NAV. Therefore, each Fund is subject to certain operational risks associated with reliance on third party service providers and data sources. NAV calculation may be impacted by operational risks arising from factors such as failures in systems and technology. Such failures may result in delays in the calculation of a Funds NAV and/or the inability to calculate NAV over extended time periods. Each Fund may be unable to recover any losses associated with such failures.
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OTHER DEPOSITARY RECEIPTS (CDRS, EDRS, GDRS)
The Funds may invest in securities that trade in the form of depositary receipts. European Depositary Receipts (EDRs), which are sometimes referred to as Continental Depositary Receipts (CDRs), are receipts issued in Europe typically by non-United States banks and trust companies that evidence ownership of either foreign or domestic securities. Global Depositary Receipts (GDRs) are issued globally and evidence a similar ownership arrangement. Generally, ADRs in registered form are designed for use in the United States securities markets and EDRs and CDRs in bearer form are designed for use in Europe and GDRs are designed for trading in non-U.S. securities markets. The Funds may invest in EDRs, CDRs and GDRs through sponsored or unsponsored facilities. A sponsored facility is established jointly by the issuer of the underlying security and a depositary, whereas a depositary may establish an unsponsored facility without participation by the issuer of the deposited security. Holders of unsponsored depositary receipts generally bear all the costs of such facilities and the depositary of an unsponsored facility frequently is under no obligation to distribute shareholder communications received from the issuer of the deposited security or to pass through voting rights to holders of such receipts in respect of the deposited securities.
There are certain risks associated with investments in unsponsored depositary programs. Because the non-U.S. company does not actively participate in the creation of the depositary program, the underlying agreement for service and payment will be between the depositary and the shareholder. The company issuing the stock underlying the depositary receipts pays nothing to establish the unsponsored facility, as fees for depositary receipt issuance and cancellation are paid by brokers. Investors directly bear the expenses associated with certificate transfer, custody and dividend payment. In an unsponsored depositary program, there also may be several depositaries with no defined legal obligations to the non-U.S. company. The duplicate depositaries may lead to marketplace confusion because there would be no central source of information to buyers, sellers and intermediaries. The efficiency of centralization gained in a sponsored program can greatly reduce the delays in delivery of dividends and annual reports.
Although depositary receipts have risks similar to the securities that they represent, they may also involve higher expenses and may trade at a discount (or premium) to the underlying security. In addition, depositary receipts may not pass-through voting and other shareholder rights, and may be less liquid than the underlying securities listed on an exchange. In addition, with respect to all depositary receipts, there is always the risk of loss due to currency fluctuations.
REAL ESTATE SECURITIES
The Funds may invest in real estate investment trusts (REITs). REITs pool investors funds for investment primarily in income producing real estate or real estate loans or interests. A REIT is not taxed on income distributed to shareholders if it complies with several requirements relating to its organization, ownership, assets, and income and a requirement that it distributes to its shareholders substantially all of its taxable income (other than net capital gains) for each taxable year. Failure to comply with federal tax requirements may affect the value of the REIT, which could have adverse consequences on the Fund. REITs can generally be classified as Equity REITs, Mortgage REITs and Hybrid REITs. Equity REITs, which invest the majority of their assets directly in real property, derive their income primarily from rents. Equity REITs can also realize capital gains by selling properties that have appreciated in value. Mortgage REITs, which invest the majority of their assets in real estate mortgages, derive their income primarily from interest payments. Hybrid REITs combine the characteristics of both Equity REITs and Mortgage REITs. The Funds will not invest in real estate directly, but only in securities issued by real estate companies. However, the Funds may be subject to risks similar to those associated with the direct ownership of real estate (in addition to securities markets risks) because of its policy of concentration in the securities of companies in the real estate industry. These include declines in the value of real estate, risks related to general and local economic conditions, dependency on management skill, heavy cash flow dependency, possible lack of availability of mortgage funds, overbuilding, extended vacancies of properties, increased competition, increases in property taxes and operating expenses, changes in zoning laws, losses due to costs resulting from the clean-up of environmental problems, liability to third parties for damages resulting from the environmental problems, terrorist acts, demographic trends, casualty or condemnation losses, limitation on rents, changes in neighborhood values, the appeal of properties to tenants, and changes in interest rates.
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REPURCHASE AGREEMENTS
The Funds may invest in repurchase agreements collateralized by U.S. Government securities, U.S. Treasuries, certificates of deposit and certain bankers acceptances. Repurchase agreements are transactions by which a portfolio or fund purchases a security and simultaneously commits to resell that security to the seller (a bank or securities dealer) at an agreed upon price on an agreed upon date (usually within seven days of purchase). The resale price reflects the purchase price plus an agreed upon market rate of interest which is unrelated to the coupon rate or date of maturity of the purchased security. Repurchase agreements involve certain risks not associated with direct investments in the underlying securities. In the event of a default or bankruptcy by the seller, a Fund will seek to liquidate such collateral. The exercise of a Funds right to liquidate such collateral could involve certain costs or delays and, to the extent that proceeds from any sale upon a default of the obligation to repurchase were less than the repurchase price, the Fund could suffer a loss. Repurchase agreements are considered to be loans by an investment company under the 1940 Act.
The use of repurchase agreements involves certain risks. For example, if the seller of the agreements defaults on its obligation to repurchase the underlying securities at a time when the value of these securities has declined, a Fund may incur a loss upon disposition of them. If the seller of the agreement becomes insolvent and subject to liquidation or reorganization under the Bankruptcy Code or other laws, a bankruptcy court may determine that the underlying securities are collateral not within the control of a Fund and therefore subject to sale by the trustee in bankruptcy. Finally, it is possible that a Fund may not be able to substantiate its interest in the underlying securities. While the management of the Trust acknowledges these risks, it will attempt to control such risks through stringent security selection criteria and careful monitoring procedures.
SHORT SALES
The Funds may make short sales of securities as part of their overall portfolio management strategies involving the use of derivative instruments and to offset potential declines in long positions in similar securities. A short sale is a transaction in which a Fund sells a security it does not own in anticipation that the market price of that security will decline.
When a Fund makes a short sale, it will often borrow the security sold short and deliver it to the broker-dealer through which it made the short sale as collateral for its obligation to deliver the security upon conclusion of the sale. In connection with short sales of securities, the Fund may pay a fee to borrow securities or maintain an arrangement with a broker to borrow securities, and is often obligated to pay over any accrued interest and dividends on such borrowed securities.
If the price of the security sold short increases between the time of the short sale and the time that a Fund replaces the borrowed security, the Fund will incur a loss; conversely, if the price declines, the Fund will realize a capital gain. Any gain will be decreased, and any loss increased, by the transaction costs described above. The successful use of short selling may be adversely affected by imperfect correlation between movements in the price of the security sold short and the securities being hedged.
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To the extent that a Fund engages in short sales, it will provide collateral to the broker-dealer and (except in the case of short sales against the box) will maintain additional asset coverage in the form of segregated or earmarked assets that the Adviser determines to be liquid in accordance with procedures established by the Board of Trustees and that is equal to the current market value of the securities sold short, or will ensure that such positions are covered by offsetting positions, until the Fund replaces the borrowed security. A short sale is against the box to the extent that the Fund contemporaneously owns, or has the right to obtain at no added cost, securities identical to those sold short. A Fund will engage in short selling to the extent permitted by the federal securities laws and rules and interpretations thereunder. To the extent a Fund engages in short selling in foreign (non-U.S.) jurisdictions, the Fund will do so to the extent permitted by the laws and regulations of such jurisdiction.
SHORT-TERM TRADING
The Funds may engage in short-term trading. Although the Funds will not make a practice of short-term trading, purchases and sales of securities will be made whenever necessary or desirable in the managements view to achieve the investment objective of a Fund. A change in the securities held by a Fund is known as portfolio turnover. Management does not expect that in pursuing a Funds investment objective unusual portfolio turnover will be required and intends to keep turnover to a minimum consistent with each Funds investment objective. The trading costs and tax effects associated with portfolio turnover may adversely affect a Funds performance. The management believes unsettled market economic conditions during certain periods require greater portfolio turnover in pursuing a Funds investment objectives than would otherwise be the case. A higher incidence of portfolio turnover will result in greater transaction costs to a Fund.
SOVEREIGN AND SUPRANATIONAL DEBT OBLIGATIONS
The Funds may invest in sovereign and supranational debt obligations. Debt instruments issued or guaranteed by foreign governments, agencies, and supranational (sovereign debt obligations), especially sovereign debt obligations of developing countries, may involve a high degree of risk, and may be in default or present the risk of default. The issuer of the obligation or the governmental authorities that control the repayment of the debt may be unable or unwilling to repay principal and interest when due, and may require renegotiation or rescheduling of debt payments. In addition, prospects for repayment of principal and interest may depend on political as well as economic factors. The total public debt of governments as a percentage of gross domestic product has grown rapidly since the beginning of the 2008 financial downturn. Although high levels of debt do not necessarily indicate or cause economic problems, high levels of debt may create certain systemic risks if sound debt management practices are not implemented. A high national debt level may increase market pressures to meet government funding needs, which may increase borrowing costs and cause a government to issue additional debt, thereby increasing the risk of refinancing. A high national debt also raises concerns that a government may be unable or unwilling to repay the principal or interest on its debt. Unsustainable debt levels can decline the valuation of currencies, and can prevent a government from implementing effective counter-cyclical fiscal policy during economic downturns.
U.S. GOVERNMENT SECURITIES
The Funds may invest in U.S. Government securities to the extent set forth in the Prospectuses and this SAI. U.S. Government securities include bills, notes, and bonds issued by the U.S. Treasury and securities issued or guaranteed by agencies or instrumentalities of the U.S. Government.
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Some U.S. Government securities are supported by the direct full faith and credit pledge of the U.S. Government; others are supported by the right of the issuer to borrow from the U.S. Treasury; others, such as securities issued by the FNMA, are supported by the discretionary authority of the U.S. Government to purchase the agencies obligations; and others are supported only by the credit of the issuing or guaranteeing instrumentality. There is no assurance that the U.S. Government will be able or willing to repay any principal or interest when due, or will provide financial support to a U.S. Government agency, authority, instrumentality or sponsored enterprise when it is not obligated by law to do so.
WARRANTS
A warrant is an instrument issued by a corporation that gives the holder the right to subscribe to a specific amount of the corporations capital stock at a set price for a specified period of time. Warrants do not represent ownership of the securities, but only the right to buy the securities. The prices of warrants do not necessarily move parallel to the prices of underlying securities. Warrants may be considered speculative in that they have no voting rights, pay no dividends, and have no rights with respect to the assets of a corporation issuing them. Once a warrant expires, it has no value in the market. Warrant positions will not be used to increase the leverage of a Fund. Consequently, warrant positions are generally accompanied by cash positions equivalent to the required exercise amount.
WHEN-ISSUED AND DELAYED-DELIVERY SECURITIES
The Funds may purchase or sell securities on a when-issued or delayed-delivery basis. For example, delivery of and payment for these securities can take place a month or more after the date of the transaction. The when-issued securities are subject to market fluctuation and no interest accrues to the purchaser during this period. The payment obligation and the interest rate that will be received on the securities are each fixed at the time the purchaser enters into the commitment. Purchasing on a when-issued basis is a form of leveraging and can involve a risk that the yields available in the market when the delivery takes place may actually be higher than those obtained in the transaction itself in which case there could be an unrealized loss at the time of delivery. If the other party to a when-issued transaction fails to deliver or pay for the security, a Fund could miss a favorable price or yield opportunity or suffer a loss.
Purchasing municipal obligations on a when-issued or forward delivery basis can involve a risk that the yields available in the market on the settlement date may actually be higher (or lower) than those obtained in the transaction itself and, as a result, the when-issued or forward delivery municipal obligation may have a lesser (or greater) value at the time of settlement than a Funds payment obligation with respect to that municipal obligation. Furthermore, if a Fund sells the when-issued or forward delivery municipal obligation before the settlement date or if a Fund sells other obligations from the Funds portfolio in order to meet the payment obligations, the Fund may realize a capital gain, which is not exempt from federal income taxation.
Municipal obligations purchased on a when-issued or forward delivery basis and the securities held in a Funds portfolio are subject to changes in value (both generally changing in the same way, that is, both experiencing appreciation when interest rates decline and depreciation when interest rates rise) based upon the publics perception of the creditworthiness of the issuer and changes, real or anticipated, in the level of interest rates. In order to invest a Funds assets immediately, while awaiting delivery of securities purchased on a when-issued or forward delivery basis, short-term obligations that offer same day settlement and earnings normally are purchased. Although short-term investments normally are in tax-exempt securities, short-term taxable securities may be purchased if suitable short-term tax-exempt securities are not available. At the time a Fund enters into a transaction on a when-issued or forward delivery basis, it will segregate cash, cash equivalents or high quality debt securities equal to the amount of the when-issued or forward delivery commitment. For the purpose of determining the adequacy of the securities segregated, the securities are valued at market value. If the market value of such securities declines, additional cash or high quality debt securities are segregated daily so that the value of the segregated securities equals the amount of a Funds commitments. On the settlement date of the when-issued or forward delivery securities, the Funds obligations are met from then-available cash flow, sale of segregated securities, sale of other securities or, although not normally expected, from sale of the when-issued or forward delivery securities themselves (which may have a value greater or lesser than a Funds payment obligations).
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WRITING COVERED CALLS
The Funds may seek to earn premiums by writing covered call options against some of the securities in their portfolios provided the options are listed on a national securities exchange. A call option is covered if a Fund owns the underlying securities covered by the call. The purchaser of the call option obtains the right to acquire these securities at a fixed price (which may be less than, the same as, or greater than the current market price of such securities) during a specified period of time. A Fund, as the writer of the option, forgoes the opportunity to profit from an increase in the market price of the underlying security above the exercise price except insofar as the premium represents such a profit.
A Fund retains the risk of loss should the price of the underlying security decline below the purchase price of the underlying security minus the premium.
ZERO COUPON OBLIGATIONS
The Funds may invest in zero coupon obligations, which are fixed income securities that do not make regular interest payments. Instead, zero coupon obligations are sold at substantial discounts from their face value. A Fund will accrue income on these investments for tax and accounting purposes, which is distributable to shareholders and which, because no cash is received at the time of accrual, may require the liquidation of other portfolio securities to satisfy a Funds distribution obligations, in which case the Fund will forego the purchase of additional income-producing assets with these funds. The difference between a zero coupon obligations issue or purchase price and its face value represents the imputed interest an investor will earn if the obligation is held until maturity. Zero coupon obligations may offer investors the opportunity to earn higher yields than those available on ordinary interest-paying obligations of similar credit quality and maturity. However, zero coupon obligation prices may also exhibit greater price volatility than ordinary fixed income securities because of the manner in which their principal and interest are returned to the investor.
PORTFOLIO TURNOVER
For the purposes of this section, the term Adviser also includes the Subadvisers for the Funds.
The Adviser manages each Fund generally without regard to restrictions on portfolio turnover. In general, a Fund will not trade for short-term profits, but when circumstances warrant, investments may be sold without regard to the length of time held. The primary consideration in placing portfolio security transactions with broker-dealers for execution is to obtain, and maintain the availability of, execution at the most favorable prices and in the most effective manner possible. The Adviser engages in portfolio trading for a Fund if it believes a transaction net of costs (including custodian charges) will help achieve the investment objective of the Fund. In managing a Funds portfolio, the Adviser seeks to take advantage of market developments, yield disparities and variations in the creditworthiness of issuers. Expenses to each Fund, including brokerage commissions, and the realization of capital gains that are taxable to the Funds shareholders tend to increase as the portfolio turnover increases.
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For the fiscal years ended October 31, 2016 and 2015, the portfolio turnover rate for each Fund or its Underlying Portfolio(s) was:
| Fund | 2016 | 2015 |
| Opportunity Fund(1) | 96% | 63% |
| Opportunity Fund (Class I)(1) | 96% | 63% |
| Aggressive Strategy Fund | 50% | 7% |
| Balanced Strategy Fund | 38% | 16% |
| Moderate Strategy Fund | 33% | 31% |
| Conservative Strategy Fund | 25% | 31% |
| Income Strategy Fund | 28% | 26% |
| (1) | For each of the Feeder Funds, the turnover rate is calculated based upon the Funds interest in the Underlying Portfolio in which the Fund invested. |
If a Fund (or Portfolio) has a high portfolio turnover rate (e.g. 100% or more), transaction costs incurred by the Fund (or Portfolio), and the realized capital gains and losses may be greater than those of a Fund (or Portfolio) with a lesser portfolio turnover rate. See Portfolio Transactions and Tax Matters.
PORTFOLIO TRANSACTIONS
For the purposes of this section, the term Adviser also includes the Subadvisers for the Funds, and the term Fund includes the relevant Portfolio.
The Adviser is primarily responsible for portfolio decisions and the placing of portfolio transactions. The Trust has no obligation to deal with any broker-dealer or group of broker-dealers in the execution of transactions in portfolio securities for the Funds. Allocation of transactions, including their frequency, to various broker-dealers is determined by the Adviser in its best judgment and in a manner deemed to be in the best interest of each Funds shareholders rather than by any formula. In placing orders for each Fund, the primary consideration is prompt execution of orders in an effective manner at the most favorable price, although each Fund does not necessarily pay the lowest spread or commission available. Other factors taken into consideration are the dealers general execution and operational facilities, the type of transaction involved and other factors such as the dealers risk in positioning the securities. To the extent consistent with applicable legal requirements, the Adviser may place orders for the purchase and sale of investments for a Fund with a broker-dealer affiliate of the Adviser.
The Adviser may, in circumstances in which two or more broker-dealers are in a position to offer comparable results and subject to certain conditions, give preference to a broker-dealer that has provided statistical or other research services to the Adviser. By allocating transactions in this manner, the Adviser is able to supplement its research and analysis with the views and information of securities firms. These services, which in some cases may also be purchased for cash, include such matters as general economic and security market reviews, industry and company reviews, evaluations of securities and recommendations as to the purchase and sale of securities. Some of these services are of value to the Adviser in advising several of its clients (including the Funds), although not all of these services are necessarily useful and of value in managing each Fund. The management fee paid from each Fund is not reduced because the Adviser and its affiliates receive such services.
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Generally, fixed income securities and money market securities are traded on a principal basis and do not involve brokerage commissions. Under the 1940 Act, persons affiliated with HSBC Bank USA, N.A. (HSBC Bank), the Adviser, a Fund or Foreside Distribution Services, L.P. (Foreside or the Distributor) are generally prohibited from dealing with a Fund as a principal in the purchase and sale of securities. A Fund may purchase securities from underwriting syndicates of which the Distributor or other affiliate is a member under certain conditions in accordance with the provisions of a rule adopted under the 1940 Act. Under the 1940 Act, persons affiliated with the Adviser, a Fund or the Distributor may act as a broker for the Fund. In order for such persons to effect any portfolio transactions for a Fund, the commissions, fees or other remuneration received by such persons must be reasonable and fair compared to the commissions, fees or other remunerations paid to other brokers in connection with comparable transactions involving similar securities being purchased or sold on an exchange during a comparable period of time. This standard would allow the affiliate to receive no more than the remuneration that would be expected to be received by an unaffiliated broker in a commensurate arms-length transaction. The Trustees of the Trust regularly review any commissions paid by the Funds to affiliated brokers. Unless authorized by law, the Funds will not do business with nor pay commissions to affiliates of the Adviser in any portfolio transactions where they act as principal. These restrictions may preclude the Funds from purchasing or selling, or may limit the Funds purchase and sale of, certain securities, particularly in Asian markets in which affiliates of the Adviser are active brokers or dealers with large market shares, including markets in which certain Funds may invest. Moreover, these restrictions could potentially have an impact on a Funds performance and liquidity of portfolio holdings.
As permitted by Section 28(e) of the Securities Exchange Act of 1934, as amended (the 1934 Act), the Adviser may cause a Fund to pay a broker-dealer which provides brokerage and research services (as defined in the 1934 Act) to the Adviser an amount of commission for effecting a securities transaction for a Fund in excess of the commission which another broker-dealer would have charged for effecting that transaction, provided the Adviser determines in good faith that the greater commission is reasonable in relation to the value of the brokerage and research services provided by the executing broker-dealer viewed in terms of either a particular transaction or its respective overall responsibilities to the Fund or to its other clients. Not all of such services are useful or of value in advising each Fund.
The term brokerage and research services includes advice as to the value of securities, the advisability of investing in, purchasing, or selling securities, and the availability of securities or of purchasers or sellers of securities; furnishing analyses and reports concerning issues, industries, securities, economic factors and trends, portfolio strategy and the performance of accounts; and effecting securities transactions and performing functions incidental thereto, such as clearance and settlement. Although commissions paid on every transaction will, in the judgment of the Adviser, be reasonable in relation to the value of the brokerage services provided, commissions exceeding those which another broker might charge may be paid to broker-dealers who were selected to execute transactions on behalf of the Funds and the Advisers other clients in part for providing advice as to the availability of securities or of purchasers or sellers of securities and services in effecting securities transactions and performing functions incidental thereto, such as clearance and settlement. The SEC has published interpretative guidance that tightened previously existing standards concerning the types of expenses that qualify for the Section 28(e) safe harbor and set forth certain steps that investment advisers would need to take in order to ensure such qualification.
Investment decisions for each Fund and for the other investment advisory clients of the Adviser are made with a view to achieving their respective investment objectives. Investment decisions are the product of many factors in addition to basic suitability for the particular client involved. Thus, a particular security may be bought for certain clients even though it could have been sold for other clients at the same time, and a particular security may be sold for certain clients even though it could have been bought for other clients at the same time. Likewise, a particular security may be bought for one or more clients when one or more other clients are selling that same security. In some instances, one client may sell a particular security to another client. Two or more clients may simultaneously purchase or sell the same security, in which event each days transactions in that security are, insofar as practicable, averaged as to price and allocated between such clients in a manner which in the Advisers opinion is equitable to each and in accordance with the amount being purchased or sold by each. In addition, when purchases or sales of the same security for a Fund and for other clients of the Adviser occur contemporaneously, the purchase or sale orders may be aggregated in order to obtain any price advantage available to large denomination purchases or sales. There may be circumstances when purchases or sales of portfolio securities for one or more clients will have an adverse effect on other clients in terms of the price paid or received or of the size of the position obtainable. It is recognized that, in some cases, this system could have a detrimental effect on the price or volume of the security as far as a Fund is concerned. In other cases, however, the Adviser believes that the Funds ability to participate in volume transactions will produce better executions for the Funds.
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The Board has adopted a policy to ensure compliance with Rule 12b-1(h) under the 1940 Act in the selection of broker-dealers to execute portfolio transactions for the Funds. Generally, Rule 12b-1(h) prohibits the Funds from compensating a broker-dealer for promotion or sale of Fund shares by directing to the broker-dealer securities transactions or remuneration received or to be received from such portfolio securities transactions.
If a Fund invests primarily in fixed income securities, it is anticipated that most purchases and sales will be with the issuer or with underwriters of or dealers in those securities, acting as principal. Accordingly, such Funds would not ordinarily pay significant brokerage commissions with respect to their securities transactions.
In the United States and in some other countries debt securities are traded principally in the over-the-counter market on a net basis through dealers acting for their own account and not as brokers. In other countries, both debt and equity securities are traded on exchanges at fixed commission rates. The cost of securities purchased from underwriters includes an underwriters commission or concession, and the prices at which securities are purchased and sold from and to dealers include a dealers mark-up or mark-down. The Adviser normally seeks to deal directly with the primary market makers or on major exchanges unless, in its opinion, better prices are available elsewhere. Subject to the requirement of seeking execution at the best available price, securities may, as authorized by each Funds investment advisory contract, be bought from or sold to dealers who have furnished statistical, research and other information or services to the Adviser. At present, no arrangements for the recapture of commission payments are in effect.
For the fiscal years ended October 31, 2016, 2015 and 2014, the Funds (or the corresponding Underlying Portfolios) paid aggregate brokerage commissions as shown in the following table:
| Fund(1) | 2016 | 2015 | 2014 |
| Opportunity Portfolio(2) | $343,976 | $260,777 | $240,854 |
| Income Strategy Fund | $150 | $164 | $255 |
| (1) |
Each of the World Selection Funds bears a proportionate share of the amounts applicable to the Affiliated Underlying Funds, to the extent of its investment in the Affiliated Underlying Funds. |
| (2) |
Each of the Feeder Funds bears a proportionate share of the amounts applicable to the Underlying Portfolio, to the extent of their investment in the Underlying Portfolio. |
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During the fiscal year ended October 31, 2016, the Funds did not acquire securities issued by their regular brokers or dealers, or their parent companies.
DISCLOSURE OF PORTFOLIO HOLDINGS
The Board of Trustees has adopted policies and procedures relating to disclosure of the Trusts portfolio securities (the Policy). The Policy is designed to ensure that the disclosure of holdings information where necessary to the Trusts operation or useful to the Trusts shareholders without compromising the integrity or performance of the Trust. Disclosure of information regarding the portfolio holdings of the Funds occurs only upon the determination, by the Trusts Chief Compliance Officer (CCO), that such disclosure is in the best interests of the Funds shareholders and that it does not present a conflict of interest between the shareholders and the Adviser, principal underwriter, or any affiliated person of the Fund, the Adviser, its principal underwriter, or any subadviser of the Funds.
Pursuant to applicable law, the Trust is required to disclose its complete portfolio holdings quarterly, within 60 days of the end of each fiscal quarter. The Trust discloses a complete schedule of investments in each Semi-Annual Report and Annual Report to Shareholders or, following the first and third fiscal quarters, in quarterly holdings reports filed with the SEC on Form N-Q. Semi-Annual and Annual Reports are distributed to shareholders. Quarterly holdings reports filed with the SEC on Form N-Q are not distributed to shareholders, but are available, free of charge, on the EDGAR database on the SECs website at www.sec.gov. These reports are also available, free of charge, on the Trusts website at www.investorfunds.us.hsbc.com.
The Trusts website also provides information about each Funds top 10 holdings, sector holdings and other characteristics data as of the end of the most recent month. The Trust may publish the Funds full portfolio holdings thirty (30) days after the end of each month. This information is available until updated as of the following month. The information on the Trusts website is publicly available to all categories of persons.
The Trust or the Adviser may share non-public holdings information of the Trust sooner than 60 days of the end of the fiscal quarter with the Adviser and other service providers to the Trust (including the Trusts custodian, the Sub-Administrator; and pricing services such as FT Interactive). In addition, the Trust may share non-public holdings information with mutual fund ranking and NRSROs, including Standard & Poors Corporation, Morningstar, Lipper Analytical Services and Bloomberg L.P. These service providers and other entities owe contractual, fiduciary, or other legal duties of confidentiality to the Trust or the Adviser that foster reasonable expectations that holdings information will not be misused. The Trusts officers may authorize disclosure of the Trusts holdings portfolio information to service providers where such service provider needs information to fulfill its duties.
The Trust may also disclose information about portfolio holdings to mutual fund evaluation services that agree not to disclose the information to third parties and that enter into a Confidentiality Agreement. Such Confidentiality Agreement provides, among other things, that non-public portfolio holdings information will be kept confidential and that such information will be used solely for the purpose of analysis and evaluation of the portfolio. Disclosures may be made to other third parties under a Confidentiality Agreement satisfactory to Fund counsel and the Trusts CCO. The Confidentiality Agreement prohibits anyone in possession of non-public holdings information from purchasing or selling securities based on such information, or from disclosing such information to other persons, except for those who are actually engaged in, and need to know, such information to perform services for the portfolio.
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Currently, the Trust has arrangements to provide additional disclosure of holdings information to the following evaluation services: Lipper Analytical Services (10 days after the end of each month), Morningstar (between 60-70 days after the end of each quarter), Bloomberg L.P. (60 days after the end of each quarter) and Standard & Poors Corporation (between 3-5 days after the end of each week).
No compensation or other consideration is paid to or received by any party in connection with the disclosure of holdings information, including the Trust, the Adviser and its affiliates.
Pursuant to the Policy, the CCO may authorize exceptions and allow disclosures under other circumstances he or she deems appropriate. In addition, a Fund may disclose its holdings, as appropriate, in conformity with the foregoing principles. Compliance with the Policy (including the use of the portfolio holdings information) will be monitored by the CCO or his or her designee on a regular basis, and any violations constituting a Material Compliance Matter as defined under Rule 38a-1 of the 1940 Act will be reported by the CCO to the Board.
INVESTMENT RESTRICTIONS
The Trust, with respect to each Fund and the Underlying Portfolio, has adopted certain fundamental and non-fundamental investment restrictions. Fundamental investment restrictions may not be changed without approval by holders of a majority of the outstanding voting securities of a Fund or Portfolio. The term majority of the outstanding voting securities as used in this SAI means the vote of the lesser of (i) 67% or more of the outstanding voting securities of the Fund or the Portfolio present at a meeting, if the holders of more than 50% of the outstanding voting securities are present or represented by proxy, or (ii) more than 50% of the outstanding voting securities. The term voting securities as used in this paragraph has the same meaning as in the 1940 Act.
ALL FUNDS
Each of the Funds is subject to the following non-fundamental restrictions, in addition to the fundamental restrictions set forth below under the headings for each Fund:
1. The Fund may not purchase on margin, except for use of short-term credit as may be necessary for the clearance of purchases and sales of securities, but it may make margin deposits in connection with transactions in options, futures, and options on futures.
2. The Fund may not sell securities short, unless it owns or has the right to obtain securities equivalent in kind and amount to the securities sold short, and provided that transactions in options and futures contracts are not deemed to constitute short sales of securities.
3. The Fund may not invest in securities of any registered investment company except to the extent permitted under the 1940 Act generally or in accordance with any exemptive order granted to the Trust by the SEC.
4. The Fund may not directly purchase securities or other instruments issued by companies that manufacture cluster munitions or anti-personnel mines. The Adviser uses the definitions within the 1997 Mine Ban Treaty and the 2008 Convention on Cluster Bombs for guidance and implementation. The Fund may purchase securities of registered investment companies, ETNs or other pooled vehicles that invest in companies that manufacture cluster munitions or anti-personnel mines.
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OPPORTUNITY FUND AND OPPORTUNITY FUND (CLASS I)
As a matter of fundamental policy, the Opportunity Fund may (except that none of the following investment restrictions shall prevent the Trust from investing all of the Funds assets in a separate registered investment company with substantially the same investment objective):
1. not borrow money or mortgage or hypothecate assets of the Portfolio (Fund), except that in an amount not to exceed 1/3 of the current value of the Portfolios (Funds) net assets, it may borrow money (including from a bank or through reverse repurchase agreements, forward roll transactions involving mortgage backed securities or other investment techniques entered into for the purpose of leverage), and except that it may pledge, mortgage or hypothecate not more than 1/3 of such assets to secure such borrowings, provided that collateral arrangements with respect to options and futures, including deposits of initial deposit and variation margin, are not considered a pledge of assets for purposes of this restriction and except that assets may be pledged to secure letters of credit solely for the purpose of participating in a captive insurance company sponsored by the Investment Company Institute;
2. not underwrite securities issued by other persons except insofar as the Portfolio (Fund) may technically be deemed an underwriter under the 1933 Act in selling a portfolio security;
3. not make loans to other persons except: (a) through the lending of the Portfolios (Funds) portfolio securities and provided that any such loans not exceed 30% of the Portfolios (Funds) total assets (taken at market value); (b) through the use of repurchase agreements or the purchase of short term obligations; or (c) by purchasing a portion of an issue of debt securities of types distributed publicly or privately;
4. not purchase or sell real estate (including limited partnership interests but excluding securities secured by real estate or interests therein), interests in oil, gas or mineral leases, commodities or commodity contracts (except futures and option contracts) in the ordinary course of business (except that the Portfolio (Fund) may hold and sell, for the Portfolios (Funds) portfolio, real estate acquired as a result of the Portfolios (Funds) ownership of securities);
5. not concentrate its investments in any particular industry (excluding U.S. Government securities), but if it is deemed appropriate for the achievement of the Portfolios (Funds) investment objective(s), up to 25% of its total assets may be invested in any one industry;
6. not issue any senior security (as that term is defined in the 1940 Act) if such issuance is specifically prohibited by the 1940 Act or the rules and regulations promulgated thereunder, provided that collateral arrangements with respect to options and futures, including deposits of initial deposit and variation margin, are not considered to be the issuance of a senior security for purposes of this restriction; and
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7. not with respect to 75% of its assets, invest more than 5% of its total assets in the securities (excluding U.S. Government securities) of any one issuer.
As a matter of fundamental policy, the Opportunity Fund (Class I) may (except that none of the following investment restrictions shall prevent the Trust from investing all of the Funds assets in a separate registered investment company with substantially the same investment objective):
1. borrow money to the extent permitted under the 1940 Act and the rules and regulations thereunder;
2. issue senior securities to the extent permitted under the 1940 Act and the rules and regulations thereunder;
3. not act as an underwriter of securities issued by others, except to the extent it could be considered an underwriter in the acquisition and disposition of restricted securities;
4. not make loans to other persons except: (a) through the lending of the Portfolios (Funds) portfolio securities and provided that any such loans not exceed 30% of the Portfolios (Funds) total assets (taken at market value); (b) through the use of repurchase agreements or the purchase of short term obligations; or (c) by purchasing a portion of an issue of debt securities of types distributed publicly or privately;
5. not purchase or sell real estate (including limited partnership interests but excluding securities secured by real estate or interests therein), interests in oil, gas or mineral leases, commodities or commodity contracts (except futures and option contracts) in the ordinary course of business (except that the Portfolio (Fund) may hold and sell, for the Portfolios (Funds) portfolio, real estate acquired as a result of the Portfolios (Funds) ownership of securities);
6. not concentrate its investments in any particular industry (excluding U.S. Government securities), but if it is deemed appropriate for the achievement of the Portfolios (Funds) investment objective(s), up to 25% of its total assets may be invested in any one industry; and
7. not, with respect to 75% of its assets, invest more than 5% of its total assets in the securities (excluding U.S. Government securities) of any one issuer.
The Opportunity Fund and Opportunity Fund (Class I) are also subject to the following restrictions which may be changed by the Board of Trustees without shareholder approval (except that none of the following investment policies shall prevent the Trust from investing all of the assets of the Opportunity Fund or Opportunity Fund (Class I) in a separate registered investment company with substantially the same investment objective). As a matter of non-fundamental policy, the Opportunity Fund and Opportunity Fund (Class I) (Opportunity Portfolio) may not:
1. purchase warrants, valued at the lower of cost or market, in excess of 5% of the value of its net assets, except that this limitation does not apply to warrants acquired in units or attached to securities;
53
2. write puts and calls on securities unless each of the following conditions are met: (a) the security underlying the put or call is within the investment policies of the Portfolio (Fund) and the option is issued by the Options Clearing Corporation, except for put and call options issued by non-U.S. entities or listed on non-U.S. securities or commodities exchanges; (b) the aggregate value of the obligations underlying the puts determined as of the date the options are sold shall not exceed 50% of the Portfolios (Funds) net assets; (c) the securities subject to the exercise of the call written by the Portfolio (Fund) must be owned by the Portfolio (Fund) at the time the call is sold and must continue to be owned by the Portfolio until the call has been exercised, has lapsed, or the Portfolio (Fund) has purchased a closing call, and such purchase has been confirmed, thereby extinguishing the Portfolios (Funds) obligation to deliver securities pursuant to the call it has sold; and (d) at the time a put is written, the Portfolio (Fund) segregates with its custodian assets consisting of cash or short-term U.S. Government securities equal in value to the amount the Portfolio (Fund) will be obligated to pay upon exercise of the put, marked to market daily (this segregation must be maintained until the put is exercised, has expired, or the Portfolio (Fund) has purchased a closing put, which is a put of the same series as the one previously written); and
3. buy and sell puts and calls on securities, stock index futures or options on stock index futures, or financial futures or options on financial futures unless such options are written by other persons and: (a) the options or futures are offered through the facilities of a national securities association or are listed on a national securities or commodities exchange, except for put and call options issued by non-U.S. entities or listed on non-U.S. securities or commodities exchanges; (b) the aggregate premiums paid on all such options which are held at any time do not exceed 20% of the Portfolios (Funds) total net assets; and (c) the aggregate margin deposits required on all such futures or options thereon held at any time do not exceed 5% of the Portfolios (Funds) total assets.
WORLD SELECTION FUNDS
As a matter of fundamental policy, each of the World Selection Funds may not (except that none of the following investment restrictions shall prevent the Trust from investing each of the World Selection Funds assets in a combination of Affiliated Underlying Funds, Unaffiliated Underlying Funds and the Government Money Market Fund):
1. invest in physical commodities or contracts on physical commodities;
2. purchase or sell real estate, although the Funds may purchase and sell securities of companies which deal in real estate, other than real estate limited partnerships, and may purchase and sell marketable securities which are secured by interests in real estate;
3. make loans except for the lending of portfolio securities pursuant to guidelines established by the Board of Trustees and except as otherwise in accordance with each Funds investment objective and policies;
4. borrow money, except from a bank as a temporary measure to satisfy redemption requests or for extraordinary or emergency purposes, provided that each Fund maintains asset coverage of at least 300% for all such borrowings;
54
5. underwrite the securities of other issuers (except to the extent that each Fund may be deemed to be an underwriter within the meaning of the 1933 Act in the disposition of restricted securities);
6. acquire any securities of companies within one industry, if as a result of such acquisition, more than 25% of the value of each Funds total assets would be invested in securities of companies within such industry; provided, however, that there shall be no limitation on the purchase of obligations issued or guaranteed by the U.S. Government, its agencies or instrumentalities, when the Portfolio (Fund) adopts a temporary defensive position; and
7. issue senior securities, except as permitted under the 1940 Act.
PERCENTAGE AND RATING RESTRICTIONS
If a percentage restriction or a rating restriction on investment or utilization of assets set forth above or referred to in a Funds Prospectus is adhered to at the time an investment is made or assets are so utilized, a later change in percentage resulting from changes in the value of the securities held by a Fund or a later change in the rating of a security held by a Fund is not considered a violation of policy. However, the Adviser will consider such change in its determination of whether to continue to hold the security and provided further, that the Adviser will take appropriate steps, which may include the disposition of portfolio securities, as may be necessary to satisfy the applicable requirements of the 1940 Act and/or the rules thereunder with respect to the Funds investments in illiquid securities or any borrowings by the Fund.
MANAGEMENT OF THE TRUST
BOARD OF TRUSTEES
Overall responsibility for management of HSBC Funds (the Trust) rests with the Board of Trustees (the Board). The Trustees elect the officers of the Trust and appoint service providers to manage the Trusts day-to-day operations. The Trustees meet regularly to discuss and consider matters concerning the Trust and to oversee the Trusts activities, including the investment performance of the Funds and the operation of the Trusts compliance program, and to evaluate and address potential conflicts and risks associated with the Trusts activities.
Board Composition And Leadership Structure
The Trust has a Board of Trustees. The Board consists of five Trustees, four of whom are not interested persons (as that term is defined by Section 2(a)(19) of the 1940 Act) of the Trust (the Independent Trustees), and one of whom is an interested person of the Trust (the Interested Trustee) by virtue of her employment with the Adviser. The Board is responsible for the overall management of the Trust, including general supervision and review of the Trusts investment activities. The Board elects the officers of the Trust who are responsible for administering the Trusts day-to-day operations.
The Chairman of the Board, Mr. Robards, is an Independent Trustee, and, among other duties and responsibilities, serves as a point person for communications between the Trustees and the Trusts management. The Trustees interact directly with the Chairman, Chairs of the Trusts standing Committees, each other, the Trusts officers, and senior management of the Adviser and other service providers of the Trust at scheduled meetings and between meetings, as appropriate.
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The Board has established the following standing committees: the Audit Committee; the Valuation and Investment Oversight Committee; and the Nominating and Corporate Governance Committee (the Committees) to facilitate the Trustees effective oversight of the management of those aspects of the Trusts operations. Each Committee has a Chair, who is an Independent Trustee. Each Committees responsibilities are discussed in greater detail below. By assigning areas of responsibility to committees of Trustees, and to the full Board, the Boards leadership structure enables it to exercise informed and independent judgment over the matters within its purview.
Boards Role In Risk Oversight Of The Trust
The Board, as a whole, considers risk management issues as part of its general oversight responsibilities throughout the year at regular Board meetings, as does each Committee of the Trust. The Board and its Committees consider risk management through, among other things, regular reports that have been developed by management, in consultation with the Board, its Committees, and counsel. These reports address investment, valuation, operations, and compliance matters. The Board and its Committees may also receive special written reports or presentations on a variety of risk issues, either upon request or upon the managers initiative. In addition, the Valuation and Investment Oversight Committee of the Board meets regularly with the managers internal risk department to review reports on their examinations of liquidity risks to the Funds investment portfolios.
With respect to investment risk, the Board receives regular written reports describing and analyzing the investment performance of the Funds, which may include the comparison of the Funds performance to their respective benchmarks and/or peer groups when applicable. In addition, investment personnel for the Funds meet regularly with the Board to discuss Fund performance, including investment risk, liquidity and market updates. Also, to the extent that a Fund changes a particular investment strategy or invests in a new type of security that could have a material effect on the Funds risk profile, the Board generally is consulted.
With respect to valuation, the Board receives regular written reports summarizing the discussions from the Advisers internal Pricing and Valuation Committee meetings. The Trusts sub-administrator provides regular written reports to the Board that enable the Board to monitor the number of fair valued securities in a particular Fund, the reasons for the fair valuation and the methodology used to arrive at the fair value. In addition, the Trusts Audit Committee reviews certain valuation matters with the Funds Treasurer and the Trusts independent auditors in connection with the Committees review of the results of the audit of the Funds annual financial statements.
With respect to compliance risks, the Board and the Audit Committee receive regular compliance reports and meets regularly with the CCO to discuss compliance issues, including compliance risks. In accordance with SEC rules, the Independent Trustees meet regularly in executive session with the CCO, and the CCO prepares and presents an annual written compliance report to the Board. The Board also meets regularly with the Chief Compliance Officer of the Adviser. The Board adopts compliance policies and procedures for the Trust and approves such procedures of certain of the Trusts service providers, such as the Adviser and the Subadvisers (as applicable). The compliance policies and procedures are specifically designed to detect and prevent violations of the federal securities laws.
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Qualifications Of The Trustees
The names of the Trustees, their addresses, ages, positions held with the Trust, principal occupation(s) during the past five years, number of portfolios in the fund complex overseen, and other directorships held by each Trustee are set forth below.
TRUSTEES
| Name1 | Position(s) Held | Length of Time | Principal | Portfolios in | Other |
| With Trust | Served | Occupation(s) | Fund Complex | Directorships | |
| During Past 5 | Overseen by | Held By Trustee | |||
| Years | Trustee2 | During the Past | |||
| 5 Years3 | |||||
| Independent Trustees |
|||||
Thomas F.
Robards Age: 70 |
Trustee | 2005 to present | Private Investor (2003 present) |
21 | Ellington Residential Mortgage REIT (NYSE listed real estate investment trust) (2013 present); Ellington Financial LLC (NYSE listed financial services company) (2007 present); and Overseas Shipholding Group (OSG) (NYSE listed company) (2005- 2014) |
|
Marcia L. Beck
Age: 61 |
Trustee | 2008 to present | Private Investor (1999 present) |
21 | None |
|
Susan C. Gause
Age: 64 |
Trustee | 2013 to present | Private Investor (2003 present) |
21 | Metropolitan Series Fund (2012 present); and Met Investors Series Trust (2008 present) |
|
Susan S. Huang
Age: 62 |
Trustee | 2008 to present | Private
Investor (2000 present) |
21 | None |
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| Name1 | Position(s) Held | Length of Time | Principal | Portfolios in | Other |
| With Trust | Served | Occupation(s) | Fund Complex | Directorships | |
| During Past 5 | Overseen by | Held By Trustee | |||
| Years | Trustee2 | During the Past | |||
| 5 Years3 | |||||
| Interested | |||||
| Trustee | |||||
| Director and | |||||
| Chief Executive | |||||
| Officer, HSBC | |||||
| Global Asset | |||||
| Management | |||||
| (USA) Inc. (2011 | |||||
| Deborah A. | present); | ||||
| Hazell4 | Trustee | 2011 to present | President and | 21 | None |
| Age: 53 | Chief Executive | ||||
| Officer, Fischer | |||||
| Francis Trees & | |||||
| Watts (FFTW) | |||||
| (investment | |||||
| adviser) (2008 | |||||
| 2011) |
| 1 |
Each Independent Trustee may be contacted by writing to the Trustee, c/o Boston Financial Data Services, Inc., P.O. Box 8106, Boston, MA 02266-8106, Attn: Richard A. Fabietti. Ms. Hazell may be contacted by writing to 452 Fifth Avenue New York, NY 10018. |
| 2 |
The Fund Complex is comprised of the 21 portfolios of HSBC Funds. |
| 3 |
This column includes only directorships of companies required to report to the SEC under the Securities Exchange Act of 1934 (i.e., public companies) or other investment companies registered under the 1940 Act. |
| 4 |
Ms. Hazell is considered to be an Interested Trustee because she holds positions with HSBC Global Asset Management (USA) Inc. |
OFFICERS
| Position(s) Held | Term of Office and | Principal Occupation(s) During | |
| Name, Address and Age | With Funds | Length of Time Served | Past 5 Years |
|
Richard A.
Fabietti
452 Fifth Avenue New York, NY 10018 Age: 58 |
President |
One
year; 2004 to present |
Senior
Vice President, HSBC Global Asset Management (USA) Inc. (1998 present) |
|
James D. Levy
452 Fifth Avenue New York, NY 10018 Age: 53 |
Vice President | One
year; 2014 to present |
Vice
President, Product Management, HSBC Global Asset Management (USA) Inc. (2014 present); Vice President, Mutual Funds Product Development, GE Asset Management Inc. (2007 2014) |
| Ioannis
Tzouganatos* Prudential Center 800 Boylston Street, 24th Floor Boston, MA 02199 Age: 40 |
Secretary | One
year; 2015 to present |
Vice
President, Regulatory Administration, Citi Fund Services (2008 present) |
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| Position(s) Held | Term of Office and | Principal Occupation(s) During | |
| Name, Address and Age | With Funds | Length of Time Served | Past 5 Years |
| Allan Shaer* Prudential Center 800 Boylston Street, 24th Floor Boston, MA 02199 Age: 51 |
Treasurer | One
year; 2017 to present |
Senior Vice President, Citi Investor Services (2016-present); Vice President, Mutual Fund Administration, JP Morgan Chase Bank (2011-2016) |
|
Charles L. Booth*
4400 Easton Commons,
Suite
200 Columbus, OH 43219 Age: 56 |
Chief
Compliance Officer |
One
year; 2015 to present |
Director and Compliance Officer, Citi Fund Services (1988 present) |
* Mr. Shaer, Mr. Tzouganatos, and Mr. Booth are also officers of certain other investment companies of which Citi Fund Services (or an affiliate) is the administrator or sub-administrator.
Trustee Experience, Qualifications, Attributes or Skills
The following provides an overview of the considerations that led the Board to conclude that each individual serving as a Trustee of the Trust should so serve. The current members of the Board joined at different points in time since 2005. Generally, no one factor was decisive in the original selection of an individual to join the Board. Among the factors the Board considered when concluding that an individual should serve on the Board were the following: (i) the individuals business and professional experience and accomplishments, including prior experience in the financial services and investment management fields or on other boards; (ii) the individuals ability to work effectively with other members of the Board; and (iii) how the individuals skills, experiences and attributes would contribute to an appropriate mix of relevant skills and experience on the Board.
In addition to personal qualities, such as integrity, the role of an effective Trustee inherently requires the ability to comprehend, discuss and critically analyze materials and issues presented in exercising judgments and reaching informed conclusions relevant to his or her duties and obligations. The Board believes that the specific background of each Board member (including as set forth above) evidences such ability and is appropriate to his or her serving on the Board. The Chairman of the Board, Mr. Robards, has governance and operating experience in banking, brokerage and specialty finance companies. In addition, Mr. Robards serves and has served as a director of several public companies. Mses. Beck and Huang each have experience managing risk as well as portfolios of money market and fixed income instruments, respectively. Ms. Beck has asset management operating and leadership experience, having served as President and Trustee of the Goldman Sachs Mutual Funds, an unaffiliated mutual fund complex. Ms. Huang has asset management operating and leadership experience, having served as Senior Vice President of Schroder Investment Management, a global asset management company. Ms. Gause has significant experience in the financial services industry, having served as, among other things, Chief Executive Officer of Dresdner RCM Global Investors and Allianz Dresdner Asset Management, a global asset management company. In that position, Ms. Gause was responsible for the day-to-day activities of the investment adviser of various registered open-end funds. Ms. Hazell has significant experience in the financial services industry and is currently the Chief Executive Officer of HSBC Global Asset Management (USA) Inc. Previously, Ms. Hazell was the President and Chief Executive Officer of a global investment management firm that provided active, fixed income capabilities to institutional investors.
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COMMITTEES
The Board of Trustees of the Trust currently has three standing committees: Audit Committee, Valuation and Investment Oversight Committee, and Nominating and Corporate Governance Committee.
Audit Committee
The Audit Committee is comprised of all of the Independent Trustees of the Trust. The Audit Committee is currently chaired by Ms. Beck. Ms. Beck, Mr. Robards and Ms. Gause are audit committee financial experts of the Trust. The primary purpose of the Audit Committee is to oversee the accounting and financial reporting policies, practices and internal controls of the Trust. The Audit Committee, among other things: (i) recommends to the Board the selection, retention and termination of an independent public accounting firm; (ii) annually reviews the scope of the proposed audit and, generally, the audit procedures to be utilized and the proposed audit fees; (iii) reviews the results of the annual audit with the independent auditors, as presented to the Audit Committee; (iv) reviews the annual financial statements of the Funds with management and the independent auditors; (v) approves the fees to be paid by the Trust to the independent auditors for its services; and (vi) reviews the adequacy and effectiveness of internal controls and procedures with management and the independent auditors. Committee responsibility for the Trusts compliance program is also housed within the Audit Committee. The Audit Committee of the Trust met four times during the most recently completed fiscal year.
Valuation and Investment Oversight Committee
The Valuation and Investment Oversight Committee is comprised of all of the Trustees of the Trust. The Committee is currently chaired by Ms. Huang. The Valuation and Investment Oversight Committee, among other things: (i) oversees Fund management, investment risk management, performance and brokerage practices relating to the Funds; (ii) reviews certain proposals that the Adviser may wish to make concerning the Funds and their investments; (iii) oversees the implementation and operation of the Trusts Valuation Procedures, including the amortized cost method of valuation pursuant to Rule 2a-7 under the 1940 Act with respect to the HSBC Money Market Funds; (iv) reviews the proxy voting guidelines, policies, and procedures and makes related recommendations to the Board; and (v) oversees the performance of the investment sub-advisers to the applicable series of the Trust. The Valuation and Investment Oversight Committee met five times during the most recently completed fiscal year.
Nominating and Corporate Governance Committee
The Nominating and Corporate Governance Committee is comprised of all of the Independent Trustees of the Trust. The Committee is currently chaired by Ms. Gause. This Committee, among other things: (i) makes nominations for trustee membership on the Board or a Committee; (ii) evaluates on a periodic basis the operations and effectiveness of the Board as a whole; (iii) periodically reviews the composition of the Board to determine whether it may be appropriate to add individuals with different backgrounds or skills from those already on the Board; (iv) periodically reviews Board governance procedures and recommends appropriate changes to the full Board; (v) periodically reviews Trustee compensation and Committee responsibilities and recommends any appropriate changes to the full Board; and (vi) reviews the retention of professional liability insurance (D&O/E&O Insurance) and investment company fidelity bonds. The Nominating and Corporate Governance Committee also considers nominees recommended by shareholders. Such recommendations should be forwarded to the President of the Trust. The Nominating and Corporate Governance Committee met four times during the most recently completed fiscal year.
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When evaluating a person as a potential nominee to serve as an Independent Trustee, the Nominating and Corporate Governance Committee may consider, among other factors: (i) whether or not the person is independent and whether the person is otherwise qualified under applicable laws and regulations to serve as a Trustee; (ii) whether or not the person is willing to serve, and willing and able to commit the time necessary for the performance of the duties of an Independent Trustee; (iii) the contribution that the person can make to the Board, with consideration being given to the persons business experience, education and such other factors as the Committee may consider relevant; (iv) the character and integrity of the person; (v) the desirable personality traits, including independence, leadership and the ability to work with the other members of the Board; and (vi) consistency with the 1940 Act.
The process of identifying nominees involves the consideration of candidates recommended by one or more of the following: current Independent Trustees, officers, and other sources that the Committee deems appropriate.
FUND OWNERSHIP
Listed below for each Trustee is a dollar range of securities beneficially owned in the Funds together with the aggregate dollar range of equity securities in all registered investment companies overseen by each Trustee in the HSBC Family of Funds, including those in the Trust, as of December 31, 2016.
| Aggregate Dollar Range of Equity | ||
| Dollar Range of | Securities in All Registered | |
| Equity Securities in | Investment Companies Overseen By | |
| Name of Trustee | the Funds | Trustee in HSBC Family of Funds |
| Independent Trustees | ||
| Marcia L. Beck(1) | None | $10,001-$50,000 |
| Susan C. Gause | None | $10,001-$50,000 |
| Susan S. Huang | None | $50,001-$100,000 |
| Thomas Robards | None | $50,001-$100,000 |
| Interested Trustee | ||
| Deborah A. Hazell | None | Over $100,000 |
(1) Information as of January 7, 2017
As of February 3, 2017, the Trustees and officers of the Trust as a group beneficially owned less than 1% of the outstanding shares of the Funds.
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TRUSTEE AND OFFICER COMPENSATION
For the fiscal year ended October 31, 2016, the following compensation was paid to the Trustees:
| Independent Trustees(1) | ||||
| Compensation From | Marcia L. | Susan C. | Susan S. | Thomas F. |
| the Funds | Beck | Gause | Huang | Robards |
| Opportunity Fund | $350.47 | $344.51 | $344.51 | $389.02 |
| Aggressive Strategy Fund | $184.61 | $181.59 | $181.59 | $202.46 |
| Balanced Strategy Fund | $472.71 | $465.02 | $465.02 | $518.44 |
| Moderate Strategy Fund | $458.72 | $451.26 | $451.26 | $503.12 |
| Conservative Strategy Fund | $201.29 | $198.02 | $198.02 | $220.74 |
| Income Strategy Fund | $12.58 | $12.37 | $12.37 | $13.80 |
| Opportunity Fund (Class I) | $1,220.42 | $1,200.36 | $1,200.36 | $1,336.71 |
| Pension Or
Retirement Benefits Accrued As Part Of The Funds Expenses (2) |
N/A | N/A | N/A | N/A |
| Estimated Annual | N/A | N/A | N/A | N/A |
| Benefits Upon | ||||
| Retirement | ||||
| Total Compensation | ||||
| From Funds and Fund | $182,500 | $179,500 | $179,500 | $200,000 |
| Complex(3) Paid To | ||||
| Trustees | ||||
| (1) | Ms. Hazell, an Interested Trustee, is not compensated from the Trust for her service as an Interested Trustee. |
| (2) | The Trust does not accrue pension or retirement benefits as part of Fund expenses, and Trustees are not entitled to retirement benefits upon retirement from the Board of Trustees. |
| (3) | For these purposes, the Fund Complex is comprised of the 21 portfolios of HSBC Funds as of October 31, 2016. |
None of the officers receive compensation directly from the Funds. Under a Compliance Services Agreement between the Trust and Citi (Compliance Agreement), Citi makes a Citi employee available to serve as the Trusts CCO. Under the Compliance Agreement, Citi also provides infrastructure and support in implementing the written policies and procedures comprising the Funds Compliance Program. This includes providing support services to the CCO, developing standards for reports to the Board by Citi and other service providers, and assisting in preparing or providing documentation for the Board to make findings and conduct reviews pertaining to the Trusts compliance program and related policies and procedures of Fund service providers. The Compliance Agreement also covers arrangements under which Citi employees serve the Trust in certain other officer capacities, which may include the Chief Financial Officer. For the services provided under the Compliance Agreement, the Trust currently pays Citi $306,857 per annum, plus certain out of pocket expenses. Citi pays the salary and other compensation earned by any such individuals as employees of Citi.
PROXY VOTING
The Trust has adopted Proxy Voting Policies that delegate the responsibility of voting proxies to the Funds Adviser and Subadvisers. The Proxy Voting Policies (or summaries thereof) of the Trust and the Adviser and Subadvisers are attached as Appendices to this SAI.
Information regarding how the Funds voted proxies relating to portfolio securities during the 12-month period ending June 30, 2016 is available (i) without charge, upon request, by calling 1-800-782-8183; (ii) on the Funds website at www.investorfunds.us.hsbc.com, and (iii) on the SECs website at http://www.sec.gov.
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INVESTMENT ADVISORY AND OTHER SERVICES
INVESTMENT ADVISER
HSBC Global Asset Management (USA) Inc. is the investment adviser to each Fund (and its Underlying Portfolio, as applicable) pursuant to an investment advisory contract (the Advisory Contract) with the Trust. For its investment advisory services, the Adviser is entitled to a fee from each Fund or Portfolio, which is accrued daily and paid monthly, and which is based on the Funds or Portfolios daily net assets, at an annual rate as set forth below. In the case of the Equity Funds, these amounts do not include sub-advisory fees payable by the Trust to Westfield.
| Fund or Portfolio | Fee |
| Opportunity Portfolio | 0.25% |
| Aggressive Strategy Fund* | 0.25% |
| Balanced Strategy Fund* | 0.25% |
| Moderate Strategy Fund* | 0.25% |
| Conservative Strategy Fund* | 0.25% |
| Income Strategy Fund* | 0.25% |
|
| |
|
*The World Selection Funds have their own investment management agreement with the Adviser, and also bear their proportionate share of investment management fees charged to the Underlying Funds in which the World Selection Funds invest. The Adviser may voluntarily waive all or a portion of its management fee. The Adviser has done so for periods of operation during which a World Selection Funds Total Annual Fund Operating Expenses were above the World Selection Funds expense cap, as set forth in the applicable contractual expense limitation agreement. | |
The Adviser has entered into a contractual expense limitation agreement (Agreement) with certain Funds under which it will limit total expenses of a Fund (excluding interest, taxes, brokerage commissions and extraordinary expenses.) The expense limitations shall be in effect until March 1, 2018. These Agreements shall terminate upon the termination of the Advisory Contracts between the Trust and the Adviser, or may be terminated upon written notice to the Adviser by the Trust.
For the fiscal years ended October 31, 2016, 2015, and 2014, the aggregate amount of advisory fees (including sub-advisory fees, where applicable) incurred by the Funds or the Portfolios were as follows (in the case of the Feeder Funds, advisory fees incurred by each Underlying Portfolio were borne indirectly by the Fund to the extent of its interest in the Underlying Portfolio):
| Fund | 2016 | 2015 | 2014 |
| Opportunity Portfolio | $1,738,147 | $1,876,036 | $1,819,094 |
| Aggressive Strategy | $35,630 | $42,263 | $45,698 |
| Fund(1) | |||
| Balanced Strategy Fund(1) | $91,124 | $109,383 | $122,024 |
| Moderate Strategy Fund(1) | $87,569 | $99,927 | $108,537 |
| Conservative Strategy | $38,847 | $46,264 | $51,758 |
| Fund(1) | |||
| Income Strategy Fund(1) | $2,490 | $3,153 | $3,335 |
|
| |||
|
(1) Expense does not include deductions for waivers. | |||
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The Advisory Contract for each Fund or Portfolio will continue in effect through December 31, 2017. Thereafter, the Advisory Contract will continue in effect with respect to each Fund or Underlying Portfolio for successive periods not to exceed one (1) year and continue thereafter, provided such continuance is approved at least annually by: (i) the holders of a majority of the outstanding voting securities of the Fund or Portfolio or by the Trusts Board of Trustees; and (ii) a majority of the Trustees who are not parties to the Advisory Contract or interested persons (as defined in the 1940 Act) of any such party. Notwithstanding the foregoing, the Advisory Contract may be terminated with respect to a Fund or Portfolio without penalty by either party on 60 days written notice and will terminate automatically in the event of its assignment, within the meaning of the 1940 Act.
The Adviser, located at 452 Fifth Avenue, New York, New York 10018, is a wholly-owned subsidiary of HSBC Bank, which is a wholly-owned subsidiary of HSBC USA Inc., a registered bank holding company. No securities or instruments issued by HSBC USA Inc. or HSBC Bank USA, N.A. will be purchased for a Fund or Portfolio.
The Advisory Contract for each Fund or Portfolio provides that the Adviser will manage the portfolio of the Fund or Portfolio, either directly or through one or more subadvisers, and will furnish to the Fund or Portfolio investment guidance and policy direction in connection therewith. The Adviser has agreed to provide the Trust with, among other things, information relating to composition, credit conditions and average maturity of the portfolio of the Fund or the Portfolio. Pursuant to the Advisory Contract, the Adviser also furnishes the Trusts Board of Trustees with periodic reports on the investment performance of each Fund and Portfolio.
If the Adviser were prohibited from performing any of its services for the Trust under the Advisory Contract or the Support Services Agreement, it is expected that the Board would recommend to a Funds or Portfolios shareholders that they approve new agreements with another entity or entities qualified to perform such services and selected by the Board.
The investment advisory services of the Adviser to the Funds and Portfolios are not exclusive under the terms of the Advisory Contract. The Adviser is free to and does render investment advisory services to others.
The Trust and the Adviser have each received an exemptive order from the SEC that allows the Adviser to enter into new investment sub-advisory contracts and to make material changes to existing sub-advisory contracts with certain unaffiliated subadvisers with the approval of the Board of Trustees of the Trust, but without shareholder approval. This authority is subject to certain conditions, including the requirement that the Trustees (including a majority of Independent Trustees) of the Trust must approve any new or amended agreements with subadvisers. In accordance with the exemptive order received from the SEC, an information statement providing details about the appointment of the new subadviser will be mailed to shareholders within 90 days of the change in subadviser. Shareholders will also receive an information statement describing material changes to a sub-advisory contract between the Adviser and a subadviser within 90 days of the material change. The Adviser remains responsible for the performance of each Fund, oversees subadvisers to ensure compliance with each Funds investment policies and guidelines, and monitors each subadvisers adherence to its investment style and performance results in order to recommend any changes in a subadviser to the appropriate Trusts Board of Trustees.
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SUBADVISER
For the Fund listed below, the Subadviser is responsible for the investment management of the Funds or Underlying Portfolios assets, including making investment decisions and placing orders for the purchase and sale of securities for the Fund or Portfolio directly with the issuers or with brokers or dealers selected by the Subadviser in its discretion.
The investment advisory services of the Subadviser are not exclusive under the terms of its sub-advisory agreement. The Subadviser is free to and does render investment advisory services to others.
The Subadviser also furnishes to the Board of Trustees, which has overall responsibility for the business and affairs of the Trust, periodic reports on its services and the investment performance of the Fund.
Opportunity Fund and Opportunity Fund (Class I) (Opportunity Portfolio)
Westfield Capital Management Company, L.P., located at One Financial Center, Boston, Massachusetts 02111, is the Opportunity Portfolios Subadviser. For its services, Westfield receives a fee equal on an annual basis to 0.55% of the Portfolios average daily net assets.
For the fiscal years ended October 31, 2016, 2015, and 2014, the Portfolio paid Westfield sub-advisory fees equal to $1,194,976, $1,289,776, and $1,242,882, respectively.
PORTFOLIO MANAGERS
The Prospectuses identify the individual or individuals who are primarily responsible for the day-to-day management of each of the Funds or its Underlying Portfolio (the portfolio manager(s)). This section of the SAI contains certain additional information about the portfolio manager(s), their compensation, other accounts managed by them, and potential conflicts of interest. This section is broken down into two parts. The first part covers the Funds managed by the Adviser, its affiliates and its wholly-owned subsidiaries, and the second part covers the Portfolios managed by various other Subadvisers. In each section, there is information in a tabular format, as of October 31, 2016, about the other accounts, if any, in addition to the relevant Fund or Funds, over which the portfolio manager(s) also have primary responsibility for day-to-day management.
The tables below show the number of other accounts managed by the portfolio manager(s) and the total assets in those accounts within each of the following categories: registered investment companies, other pooled investment vehicles, and other accounts. For each category of accounts, the tables also show the number of accounts and the total assets in the accounts with respect to which the advisory fee paid by the account holder is based on account performance, if applicable.
Fund Ownership of Portfolio Managers
The portfolio managers did not beneficially own shares of the Fund or Funds that they manage as of October 31, 2016.
The Adviser, its Affiliates and its Wholly-Owned Subsidiaries
For each additional account listed in the charts below, each portfolio manager that is a member of the team participates in managing the account in the same manner as described in the Prospectus in relation to the respective Fund. In other words, the structure of the team and functions of the individual members of the team are the same for each account managed. For each team, the information is the same for each team member.
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| HSBC Global Asset Management (USA) Inc.
(Adviser to the World Selection Funds) | ||||||
| Number of Accounts and Total Assets | ||||||
| Number of Other Accounts Managed and | for Which Advisory Fee is Performance | |||||
| Total Assets by Account Type | Based | |||||
| Other | Other | |||||
| Name of | Registered | Pooled | Registered | Pooled | ||
| Portfolio | Investment | Investment | Other | Investment | Investment | Other |
| Manager | Companies | Vehicles | Accounts | Companies | Vehicles | Accounts |
| Rayman Bovell |
0 | 0 | 0 | 0 | 0 | 0 |
| $0 | $0 | $0 | $0 | $0 | $0 | |
Portfolio Manager Compensation Structure ( The Adviser)
As employees of the Adviser, or affiliates of the Adviser (HSBC affiliates), the portfolio managers are compensated by their respective HSBC affiliate, or by the Adviser, for their services. Their compensation has the following components (1) a base salary consisting of a fixed amount, (2) a discretionary bonus, which is paid partially in cash and partially in restricted shares of HSBC Holdings, Ltd., and (3) eligibility for participation in the 401(k) retirement plan and other employee benefits programs generally made available to the Advisers employees.
The restricted shares are currently awarded on a yearly basis under the HSBC Holdings Ltd. Restricted Share Plan 2000 and are denominated in ordinary shares. The shares earn dividend equivalents but do not have voting rights. Generally, the shares vest in full upon the third anniversary of the date of grant as long as the awardee remains in the employ of the HSBC Group during the restricted period. The shares are taxed at vest and treated as ordinary income.
Amounts paid to the portfolio managers as discretionary bonus and as deferred compensation are paid at the discretion of the relevant manager to whom the portfolio manager reports. Amounts paid as discretionary bonuses and as deferred compensation will vary, based upon the relevant managers assessment of the portfolio managers performance, taking into account the relevant business units financial performance during the most recent fiscal year. Key factors affecting decisions concerning discretionary compensation under the deferred compensation plan are the Advisers profitability, individual performance, teamwork and total compensation of the employee relative to the market for similarly qualified individuals.
Potential Conflicts of Interest
Actual or potential conflicts of interest may arise from the fact that the Adviser (which for purposes of this discussion includes HSBC Hong Kong and AMFR) and the portfolio managers of the Funds have day-to-day management responsibilities with respect to accounts of clients other than the Funds (Other Clients). The Adviser has developed policies and procedures intended to detect, manage and/or mitigate the types of conflicts of interest described below. Although there can be no guarantee that any such policies or procedures will detect each and every situation in which a conflict of interest arises, the Adviser endeavors to ensure that all of its clients are treated fairly.
The Adviser may receive different compensation from Other Clients including clients that may pay the Adviser higher fees, including performance fees. This may create a potential conflict of interest for the Adviser or its portfolio managers by providing an incentive to favor these Other Clients when, for example, allocating securities transactions. The Adviser may have an incentive to allocate securities that are expected to increase in value to these favored clients. Initial public offerings, in particular, are frequently of very limited availability. In order to mitigate these types of conflicts, the Adviser has policies and procedures that provide for the allocation of securities transactions on a pro rata basis among the Advisers clients for whom participation in such transaction is deemed appropriate by the Adviser.
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Other potential conflicts with respect to the allocation of trades include the perception that the Adviser may be causing a client to participate in an offering not appropriate for such client so as to increase the Advisers overall allocation of securities in that offering in order to, for example, gain favor with a particular underwriter with whom the Adviser or its affiliates hope to engage in unrelated transactions. A potential conflict of interest also may be perceived to arise if transactions in one account closely follow related transactions in a different account, such as when a purchase increases the value of securities previously purchased by another account or when a sale in one account lowers the sale price received in a sale by a second account. Because the Adviser manages accounts that engage in short sales of securities of the type in which many clients may invest, the Adviser could be seen as harming the performance of certain client accounts (i.e., those clients not engaging in short sale transactions) for the benefit of the accounts engaging in short sales if the short sales cause the market value of the securities to fall. Similarly, the Adviser could be seen as benefiting those accounts that may engage in short sales through the sale of securities held by other clients to the extent that such sales reduce the cost to cover the short positions.
The Adviser and its affiliates may at times give advice or take action with respect to accounts that differs from the advice given other accounts. These differences result, from among other things, variations in account characteristics such as size, cash position, tax situation, risk tolerance or investment restrictions. As a result, a particular security may be bought or sold only for certain clients even though it could have been bought or sold for other clients at the same time. Likewise, a particular security may be bought for one or more clients when one or more other clients are selling the security. To the extent that the Adviser does take similar action with respect to different clients, it should be noted that simultaneous portfolio transactions in the same security by multiple clients may tend to decrease the prices received by clients for sales of such securities and increase the prices paid by clients for purchases of such securities. If an order on behalf of more than one account cannot be fully executed under prevailing market conditions, securities may be allocated among the different accounts on a basis that the Adviser considers equitable. Situations may occur where the Funds could be disadvantaged because of the investment activities conducted by the Adviser or its affiliates for other investment accounts.
Employees of the Adviser, including portfolio managers, may engage in personal trading, subject to the Advisers Code of Ethics. In addition to the general conflicts noted above, personal trading by employees may create apparent or actual conflicts to the extent that one or more employees personally benefit or appear to benefit from trading by clients in similar securities. The Advisers Code of Ethics is designed to mitigate these conflicts by requiring, among other things, pre-clearance of certain trades and the reporting of certain types of securities transactions.
Because portfolio managers of the Adviser manage multiple client accounts, portfolio managers may devote unequal time and attention to the portfolio management of client accounts. For example, an apparent conflict could arise if a portfolio manager is perceived to be devoting greater time and attention to an account which pays the Adviser higher fees. Although the Adviser does not specifically track the time and attention each portfolio manager spends on each account he or she manages, the Adviser does closely monitor the performance of all of its clients to ensure, to the extent possible, the portfolio managers have adequate resources to manage effectively all accounts.
Portfolios Managed by Other Subadvisers
Set forth below is information about the portfolio managers of the Portfolios, which utilize the Subadvisers indicated.
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Westfield (Subadviser to the Opportunity Portfolio)
| Number of Accounts and Total Assets for | ||||||
| Number of Other Accounts Managed and | Which Advisory Fee is Performance | |||||
| Total Assets by Account Type | Based | |||||
| Other | Other | |||||
| Name of | Registered | Pooled | Registered | Pooled | ||
| Portfolio | Investment | Investment | Other | Investment | Investment | Other |
| Manager | Companies | Vehicles | Accounts | Companies | Vehicles | Accounts |
| William
A. Muggia |
9 | 10 | 430 | 0 | 1 | 25 |
| 2,233,731,128 | 916,292,807 | 8,907,306,579 | 0 | 19,005,156 | 1,135,052,453 | |
| Ethan
J. Meyers |
8 | 4 | 371 | 0 | 0 | 24 |
| 2,135,486,046 | 874,970,386 | 8,521,343,836 | 0 | 0 | 1,040,728,615 | |
| John
M. Montgomery |
8 | 4 | 373 | 0 | 0 | 24 |
| 2,135,486,046 | 874,970,386 | 8,525,508,998 | 0 | 0 | 1,040,728,615 | |
| Bruce N. | 8 | 4 | 384 | 0 | 0 | 24 |
| Jacobs | 2,135,486,046 | 874,970,386 | 8,525,015,529 | 0 | 0 | 1,040,728,615 |
| Hamlen Thompson |
8 | 4 | 373 | 0 | 0 | 24 |
| 2,135,486,046 | 874,970,386 | 8,526,705,831 | 0 | 0 | 1,040,728,615 | |
Portfolio Manager Compensation Structure
Members of the Westfield Investment Committee may be eligible to receive various components of compensation:
| ● |
Investment Committee
members receive a base salary commensurate with industry standards. This
salary is reviewed annually during the employees performance
assessment. |
| ● |
Investment Committee
members also receive a performance based bonus award. This bonus award is
determined and paid in December. The amount awarded is based on the
employees individual performance attribution and overall contribution to
the investment performance of Westfield. While the current calendar year
is the primary focus, a rolling three year attribution summary is also
considered when determining the bonus award. |
| ● |
Investment Committee
members may be eligible to receive equity interests in the future profits
of Westfield. Individual awards are typically determined by a members
overall performance within the firm, including but not limited to
contribution to company strategy, participation in marketing and client
service initiatives, as well as longevity at the firm. Key members of
Westfields management team who receive equity interests in the firm enter
into agreements restricting post-employment competition and solicitation
of clients and employees of Westfield. This compensation is in addition to
the base salary and performance based bonus. Equity interest grants
typically vest over five years. |
| ● |
Investment Committee members may receive a portion of the performance-based fee earned from a client account that is managed solely by Mr. Muggia. He has full discretion to grant such awards to any member of the Investment Committee. |
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Potential Conflicts of Interest
The simultaneous management of multiple accounts by our investment professionals creates a possible conflict of interest as they must allocate their time and investment ideas across multiple accounts. This may result in the Investment Committee or portfolio manager allocating unequal attention and time to the management of each client account as each has different objectives, benchmarks, investment restrictions and fees. For most client accounts, investment decisions are made at the Investment Committee level. Once an idea has been approved, it is implemented across all eligible and participating accounts within the strategy. Client specific restrictions are monitored by the Compliance team.
Although the Investment Committee collectively acts as portfolio manager on most client accounts, there are some client accounts that are managed by a portfolio manager who also serves as a member of the Investment Committee. This can create a conflict of interest because investment decisions for these individually managed accounts do not require approval by the Investment Committee; thus, there is an opportunity for individually managed client accounts to trade in a security ahead of Investment Committee managed client accounts. Trade orders for individually managed accounts must be communicated to the Investment Committee. Additionally, the Compliance team performs periodic reviews of such accounts to ensure procedures have been followed.
Westfield has clients with performance-based fee arrangements. A conflict of interest can arise between those portfolios that incorporate a performance fee and those that do not. When the same securities are recommended for both types of accounts, it is Westfields policy to allocate investments, on a pro-rata basis, to all participating and eligible accounts, regardless of the accounts fee structure. Our Operations team performs monthly reviews of each Investment Committee run products model portfolio versus each client account. Discrepancies are researched, and exceptions are documented.
In placing each transaction for a clients account, Westfield seeks best execution of that transaction except in cases where Westfield does not have the authority to select the broker or dealer, as stipulated by the client. We attempt to bundle directed brokerage accounts with non-directed accounts, and then utilize step-out trades to satisfy the directed arrangements. Clients who do not allow step-out trades will typically go last.
Because of our interest in receiving third party research services, there may be an incentive for Westfield to select a broker or dealer based on such interest rather than the clients interest in receiving most favorable execution. To mitigate the conflict that Westfield may have an incentive beyond best execution to utilize a particular broker, broker and research votes are conducted and reviewed on a quarterly basis. These votes provide the opportunity to recognize the unique research efforts of a wide variety of firms, as well as the opportunity to compare aggregate commission dollars with a particular broker to ensure appropriate correlation.
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Some Westfield clients have elected to retain certain brokerage firms as consultants or to invest their assets through a broker-sponsored wrap program for which Westfield acts as a manager. Several of these firms are on our approved broker list. Since Westfield may gain new clients through such relationships, and will interact closely with such firms to service the client, there may be an incentive for Westfield to select a broker or dealer based on such interest rather than the clients interest. To help ensure independence in the brokerage selection process, brokerage selection is handled by our Traders, while client relationships are managed by our Marketing/Client Service team.
Personal accounts may give rise to conflicts of interest. Westfield and its employees will, from time to time, for their own investment accounts, purchase, sell, hold or own securities or other assets which may be recommended for purchase, sale or ownership for one or more clients. Westfield has a Code of Ethics which regulates trading in such accounts; requirements include regular reporting and preclearance of transactions. Compliance reviews personal trading activity regularly.
Westfield serves as manager to the General Partners of private funds, for which we also provide investment advisory services. Westfield and its employees have also invested their own funds in such vehicles and other investment strategies that are advised by the firm. Allowing such investments and having a financial interest in the private funds can create an incentive for the firm to favor these accounts because our financial interests are more directly tied to the performance of such accounts. To help ensure all clients are treated equitably and fairly, Westfield allocates investment opportunities on a pro-rata basis. Compliance conducts periodic reviews of client accounts to ensure procedures have been followed.
DISTRIBUTION PLANS - CLASS A, CLASS B, AND CLASS C SHARES ONLY
The Trust has adopted Distribution Plans, pursuant to Rule 12b-1 under the 1940 Act (the Distribution Plans), with respect to the Class A Shares (the Class A Plan), the Class B Shares (the Class B Plan), and Class C Shares (the Class C Plan), of each Fund, as applicable. The Distribution Plans provide that they may not be amended to increase materially the costs which either the Class A Shares, Class B Shares, and Class C Shares may bear pursuant to the Class A Plan, Class B Plan and Class C Plan without approval by shareholders of the Class A Shares, Class B Shares, and Class C Shares, respectively, and that any material amendments of the Distribution Plans must be approved by the Board of Trustees, and by the Independent Trustees of the Trust who have no direct or indirect financial interest in the operation of the Distribution Plans or in any related agreement (Qualified Trustees), by vote cast in person at a meeting called for the purpose of considering such amendments. The selection and nomination of the Qualified Trustees has been committed to the discretion of the Independent Trustees. The Distribution Plans have been approved, and are subject to annual approval, by the Board of Trustees and by the Qualified Trustees, by vote cast in person at a meeting called for the purpose of voting on the Distribution Plans. The Board approved the Distribution Plans to stimulate sales of shares of the Funds in the face of competition from a variety of other investment companies and financial products. In approving the Distribution Plans, the Board considered the potential advantages to shareholders of the Funds of continued growth of the asset bases of the Funds (including greater liquidity, more investment flexibility and possible achievement of greater economies of scale). In adopting the Class A Plan, Class B Plan, and Class C Plan, the Trustees considered alternative methods to distribute the Class A Shares, Class B Shares, and Class C Shares and to reduce each classs expense ratio. The Trustees concluded that there was a reasonable likelihood that each Distribution Plan will benefit their respective class and that classs shareholders. The Distribution Plans are terminable with respect to the Class A Shares, Class B Shares, and Class C Shares at any time by a vote of a majority of the Qualified Trustees or by vote of the holders of a majority of that class. For the World Selection Funds, the Class A Plan is non-compensatory. No payments have been made under the World Selection Fund Class A Plan and there is no current intention to charge this fee. The Class B Plan and Class C Plan of the World Selection Funds are compensatory, in that the distributor is compensated regardless of its expenses.
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For the fiscal years ended October 31, 2016, 2015, and 2014, the Funds paid the following for distribution expenses:
| Fund | 2016 | 2015 | 2014 |
| Opportunity Fund | $5,634 | $8,147 | $9,379 |
| Aggressive Strategy Fund | $29,546 | $42,195 | $51,719 |
| Balanced Strategy Fund | $83,431 | $125,257 | $149,908 |
| Moderate Strategy Fund | $73,454 | $106,457 | $133,808 |
| Conservative Strategy Fund | $54,311 | $75,750 | $87,787 |
| Income Strategy Fund | $6,096 | $7,659 | $7,736 |
THE DISTRIBUTOR
Foreside Distribution Services, L.P., a member of FINRA, whose address is Three Canal Plaza, Suite 100, Portland, ME 04101, serves as distributor to the Funds under a Distribution Agreement with the Trust (the Distribution Agreement). Unless otherwise terminated, the Distribution Agreement will continue in effect for successive annual periods if, as to each Fund, such continuance is approved at least annually by (i) the vote of a majority of those members of the Board of Trustees who are not parties to the Distribution Agreement or interested persons (as defined in the 1940 Act) of any such party, cast in person at a meeting for the purpose of voting on such approval and (ii) by the vote of the Board of Trustees or the vote of a majority of the outstanding voting securities of such Fund. Under the terms of the Distribution Agreement, Foreside acts as the agent of the Trust in connection with the continuous offering of shares of the Funds. The Distributor continually distributes shares of the Funds on a best efforts basis. The Distributor is not affiliated with the Adviser, Citi, or any of their affiliates. The Distributor is compensated for its services through the Distribution Services Agreement with the Adviser. The Distributor has no obligation to sell any specific quantity of Fund shares. The Distributor and its officers have no role in determining the investment policies or which securities are to be purchased or sold by the Trust.
Foreside has entered into a Distribution Services Agreement with the Adviser in connection with Foresides services as distributor of the Funds pursuant to which the Adviser undertakes to pay Foreside amounts owed to Foreside under the terms of the Distribution Agreement to the extent that the Funds are not otherwise authorized to make such payments. The payments made by the Adviser to the Distributor do not represent an additional expense to the Funds or their shareholders.
Pursuant to the Distribution Plans adopted by the Trust, the Distributor is reimbursed from each Fund monthly for costs and expenses incurred by the Distributor in connection with the distribution of Class A Shares, Class B Shares, and Class C Shares of the Funds and for the provision of certain shareholder services with respect to these Shares. Payments to the Distributor are for various types of activities, including: (1) payments to broker-dealers which advise shareholders regarding the purchase, sale or retention of Class A Shares, Class B Shares, and Class C Shares of the Fund and which provide shareholders with personal services and account maintenance services (service fees); (2) payments to employees of the Distributor; and (3) printing and advertising expenses. Pursuant to the Class A Plan, the amount of the Distributors reimbursement from a Fund may not exceed on an annual basis 0.25% of the average daily net assets of the Fund represented by Class A Shares outstanding during the period for which payment is being made. Pursuant to the Class B Plan and Class C Plan, respectively, such payments by the Distributor to broker-dealers may be in amounts on an annual basis of up to 0.75% of a Funds average daily net assets as presented by Class B Shares and Class C Shares, respectively, outstanding during the period for which payment is being made. The aggregate fees paid to the Distributor pursuant to the Distribution Plans, and to shareholder servicing agents (Shareholder Servicing Agents) pursuant to the Shareholder Services Plan (as discussed below), will not exceed on an annual basis 0.50% of a Funds average daily net assets represented by Class A Shares and 1.00% of a Funds average daily net assets represented by Class B Shares and Class C Shares, respectively, outstanding during the period for which payment is being made. Shareholder Servicing Agents are financial institutions, such as a federal or state-chartered bank, trust company or savings and loan association that, on behalf of their customers, have entered into a shareholder servicing agreement with the Trust. Salary expenses of Foreside personnel who are responsible for marketing shares of the various series of the Trust may be allocated to such series on the basis of average net assets; travel expenses are allocated to, or divided among, the particular series for which it is incurred. The distribution fees collected from the Funds by Foreside are used to pay commissions for the sale of Fund shares.
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The Funds are not liable for distribution and shareholder servicing expenditures made by the Distributor in any given year in excess of the maximum amount payable under the Distribution Plans in that year.
PAYMENTS TO FINANCIAL INTERMEDIARIES
The Adviser and/or its affiliates may, out of their own resources, and without cost to any Fund, provide compensation, which may be significant, to selected financial intermediaries to promote the sale, distribution and/or servicing of shares of the Funds (Payments). These arrangements are sometimes referred to as revenue sharing arrangements. Since these Payments are made out of the resources of the Adviser and/or its affiliates, they do not represent an additional charge to the Funds or their shareholders. Accordingly, these Payments are not reflected in the fee and expense tables in the Prospectus. In addition, these Payments do not change the price paid by investors for the purchase of a Funds shares or the amount a Fund receives as proceeds from such purchases. These Payments are in addition to commissions and 12b-1 fees, shareholder servicing fees and sales charges borne by shareholders.
The Adviser and/or its affiliates make these Payments primarily to compensate financial intermediaries for, among other things: marketing shares of the Funds, which may consist of Payments relating to the inclusion of the Funds on preferred or recommended fund lists or in certain sales programs from time to time sponsored by the financial intermediaries; educational programs; scheduled interactions with the financial intermediaries registered representatives or salespersons, including at conferences or seminars; provision of training and educational programs; marketing support fees for providing assistance in promoting the sale of Fund shares; and/or other specified and relevant services intended to assist in the sale, distribution, and/or servicing of Fund shares. With respect to certain financial intermediaries and related fund supermarket platform arrangements, the Funds and/or the Adviser, rather than the Distributor, typically enter into such agreements. These financial intermediaries may charge a fee for their services. These financial intermediaries may otherwise act as processing agents and are responsible for promptly transmitting purchase, redemption and other requests to the Funds.
In addition, the Adviser and/or its affiliates may, out of their own resources, and without cost to any Fund, make Payments (including through sub-transfer agency and networking arrangements) for sub-accounting, administrative and/or shareholder processing services that are in addition to the transfer agent, shareholder administration, servicing and processing fees paid by the Funds. These Payments may exceed amounts earned on these assets by the Adviser, the Distributor and/or their affiliates for the performance of these or similar services.
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Generally, the Adviser and/or its affiliates negotiate the amount of Payments on an individual basis with each financial intermediary. In determining the amount of Payments to be made, the Adviser and/or its affiliates may consider a number of factors, including, without limitation, asset mix and length of relationship with the financial intermediary; the size of the customer/shareholder base of the financial intermediary; the manner in which customers of the financial intermediary make investments in the Funds; the nature and scope of services provided by the financial intermediary; and the costs incurred by the financial intermediary in connection with maintaining the infrastructure necessary or desirable to support investments in the Funds along with any other relevant factor that the Funds deem appropriate. Historically, these Payments have generally been structured as a percentage of average net assets attributable to the financial intermediary, but may also be structured as a fixed dollar amount, or a combination of the two, or may be calculated on another appropriate basis. Typically, the annual Payments to a financial intermediary are not expected to exceed 0.15% of a Funds average net assets. The Adviser and/or its affiliates expect to periodically determine the advisability of continuing these Payments.
For the year ended December 31, 2016, the Adviser and/or its affiliates made Payments, relating to 2016, out of their own assets to approximately 18 financial intermediaries, totaling approximately $3.2 million (excluding Payments made through sub-transfer agency and networking arrangements and certain other types of Payments described below), with respect to all funds of the Trust (including the Funds in this SAI). During this time, the Adviser has also made similar payments to its affiliates.
Periodically, and where appropriate, the Adviser and/or its affiliates may enter into similar arrangements with other financial intermediaries. Thus, the number of financial intermediaries that receive Payments is subject to change at any time without notice.
From time to time, and subject to applicable regulations, the Adviser and/or its affiliates may also be involved in cash and non-cash compensation arrangements with financial intermediaries to promote the sale of Fund shares in the form of, for example: occasional gifts; occasional meals, tickets or other entertainment; sales contests and/or promotions; and/or sponsorship support of regional or national events. Subject to applicable FINRA regulations, the Adviser and/or its affiliates may pay costs and expenses associated with these efforts (e.g., travel, lodging, entertainment and meals). Other compensation may also be offered from time to time to the extent not prohibited by applicable federal or state laws or FINRA regulations. This compensation is not included in, and is made in addition to, the Payments described above.
The Adviser and/or its affiliates may be incentivized to make Payments since they promote the sale and retention of Fund shares to clients of the financial intermediaries. When financial intermediaries sell or retain more shares of the Funds, the Adviser and/or its affiliates benefit from the incremental management and other fees paid by the Funds with respect to those assets.
The compensation or reimbursement received by financial intermediaries through commissions, sales charges, fees payable from the Funds, and/or revenue sharing arrangements may be more or less than the overall compensation or reimbursement on similar or other products and may influence your financial intermediary to introduce and recommend the Funds over other similar investment options. In addition, depending on the arrangements in place at any particular time, this compensation or reimbursement creates a conflict of interest for financial intermediaries as they may have a financial incentive for recommending a Fund (or a particular share class of a Fund) over another investment.
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Although a Fund may use financial intermediaries that sell Fund shares to effect transactions for the Funds portfolio, the Fund and the Adviser will not consider the sale of Fund shares as a factor when choosing financial intermediaries to effect those transactions.
Shareholders may obtain more information about these arrangements, including the conflicts of interests that such arrangements create, from their financial intermediaries and should so inquire if they would like additional information. Shareholders are encouraged to ask their financial intermediary how their respective financial intermediary will be compensated for investments made in the Funds.
Investors who purchase shares through financial intermediaries will be subject to the procedures of those intermediaries through which they purchase shares, which may include charges, investment minimums, cutoff times and other restrictions in addition to, or different from, those listed herein. Information concerning any charges or services will be provided to customers by the financial intermediary through whom they purchase shares. Investors purchasing shares of the Funds through financial intermediaries should acquaint themselves with their financial intermediarys procedures and should read the Prospectus in conjunction with any materials and information provided by their financial intermediary. The financial intermediary, and not its customers, will be the shareholder of record, although costumers may have the right to vote shares depending upon their arrangement with the financial intermediary. The Distributor does not receive compensation from the Funds for its distribution services except the distribution/service fees with respect to the shares of those classes for which a Rule 12b-1 Plan is effective. However, the Adviser pays the Distributor a fee for certain distribution-related services.
SHAREHOLDER SERVICES PLAN
The Trust has adopted a Shareholder Services Plan which provides that the Trust may obtain the services of one or more shareholder servicing agents (Shareholder Servicing Agents) that shall, as agents for their customers who purchase the Funds Class A Shares, Class B Shares and Class C Shares, perform certain shareholder account, administrative and service functions for such customers, and may enter into agreements providing for the payment of fees for such services. Shareholder Servicing Agents are financial institutions, such as a federal or state-chartered bank, trust company or saving and loan association that, on behalf of their customers, have entered into a shareholder servicing arrangement with the Trust. The Shareholder Services Plan continues in effect indefinitely if such continuance is specifically approved at least annually by a vote of both a majority of the Trustees and a majority of the Independent Trustees who have no direct or indirect financial interest in the operation of the Shareholder Services Plan or in any agreement related to such Plan (Qualified Trustees). The Shareholder Services Plan may be terminated at any time by a vote of a majority of the Qualified Trustees or with respect to the Class A, Class B Shares or Class C Shares by a majority vote of shareholders of that class. The Shareholder Services Plan may not be amended to increase materially the amount of permitted expenses thereunder with respect to the Class A Shares, Class B Shares or Class C Shares without the approval of a majority of shareholders of that class, and may not be materially amended in any case without a vote of the majority of both the Trustees and the Qualified Trustees. See Shareholder Servicing Agents, below.
ADMINISTRATOR AND SUB-ADMINISTRATOR
Pursuant to an Administration Services Agreement, the Adviser serves as the Trusts administrator (the Administrator), and in that role oversees and coordinates the activities of other service providers, and monitors certain aspects of the Trusts operations. Pursuant to a Sub-Administration Services Agreement (the Master Services Agreement), the Administrator has retained Citi, whose address is 4400 Easton Commons, Suite 200, Columbus, Ohio 43219, as sub-administrator (the Sub-Administrator). Citi served as the administrator (rather than sub-administrator), through June 30, 2006. Management and administrative services of the Administrator and Sub-Administrator include providing office space, equipment and clerical personnel to the Funds and supervising custodial, auditing, valuation, bookkeeping, regulatory and dividend disbursing services.
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Pursuant to the Master Services Agreement, Citi provides the Funds with various services, which include sub-administration of the Trust and the Funds. Citis services also include certain regulatory and compliance services, as well as fund accounting services. The Administrator and Citi provide certain persons satisfactory to the Board of Trustees to serve as officers of the Trust. Such officers, as well as certain other employees of the Trust, may be directors, officers or employees of the Administrator, Citi or their affiliates. Citi may waive a portion of its fee.
The Administration Services Agreement may be terminated upon not more than 60 days written notice by either party. The Administration Services Agreement provides that the Administrator shall not be liable to the Trust except for willful misfeasance, bad faith or negligence in the performance of its duties or by reason of reckless disregard of its obligations and duties under the Agreement. The Master Services Agreement and Sub-Administration Services Agreement provide that Citi shall not be liable to the Trust except for willful misfeasance, bad faith or negligence in the performance of its duties or by reason of reckless disregard of its obligations and duties under the respective Agreements.
The administration fee primarily consists of an asset-based fee accrued daily and paid monthly at an annual rate of:
| $0-$10 billion | 0.0400% |
| $10 billion - $20 billion | 0.0350% |
| $20 billion - $50 billion | 0.0265% |
| In excess of $50 billion | 0.0245% |
The sub-administration fee primarily consists of an asset-based fee payable to Citi by the Administrator on the first business day of each month, or at such times as Citi shall request, at an annual rate of:
| Up to $10 billion | 0.0200% |
| $10 billion - $20 billion | 0.0150% |
| $20 billion - $50 billion | 0.0065% |
| In excess of $50 billion | 0.0045% |
The fee rate and breakpoints are determined on the basis of the aggregate average daily net assets of the HSBC Family of Funds, but the assets of the Underlying Portfolios that reflect assets of Funds that invest in the Portfolios are not double-counted. The total administration fee to be paid to the Administrator is allocated to each of the funds in the fund complex based upon its proportionate share of the aggregate net assets of the fund complex, and then allocated to each class of shares on a class basis. For assets invested in the Underlying Portfolios or Affiliated Underlying Funds by the Funds, the Portfolios or Affiliated Underlying Funds pay half of the administration fee and the Funds pay half of the administration fee, for a combination at the total fee rate set forth above.
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For the fiscal years ended October 31, 2016*, 2015, and 2014, the aggregate amount of administration fees incurred directly by the Funds was:
| Fund | 2016 | 2015 | 2014 |
| Opportunity Fund | $2,925 | $4,487 | $4,227 |
| Opportunity Fund (Class I) | $43,175 | $51,691 | $52,558 |
| Aggressive Strategy Fund | $6,012 | $8,127 | $5,666 |
| Balanced Strategy Fund | $15,384 | $21,033 | $15,104 |
| Moderate Strategy Fund | $14,758 | $19,208 | $13,466 |
| Conservative Strategy Fund | $6,557 | $8,893 | $6,412 |
| Income Strategy Fund | $421 | $605 | $674 |
TRANSFER AGENT
Under a Transfer Agency Services Agreement, Boston Financial Data Services, Inc. acts as transfer agent (Transfer Agent) for the Trust. The Transfer Agent maintains an account for each shareholder of record, performs other transfer agency functions and acts as dividend disbursing agent for the Trust. The principal business address of Boston Financial Data Services, Inc. is 2000 Crown Colony Drive, Quincy, Massachusetts 02169-0953.
CUSTODIAN
Pursuant to a Custodian Agreement, Northern Trust Company, 50 South LaSalle Street, Chicago, Illinois 60603, acts as the custodian (Custodian) of each Funds assets. The Custodians responsibilities include safeguarding and controlling each Funds cash and securities, handling the receipt and delivery of securities, determining income and collecting interest on each Funds investments, maintaining books of original entry for portfolio and fund accounting and other required books and accounts in order to calculate the daily NAV of Shares of each Fund. Securities held for each Fund may be deposited into the Federal Reserve-Treasury Department Book Entry System or the Depository Trust Company. The Custodian does not determine the investment policies of the Funds or decide which securities will be purchased or sold for a Fund. For its services, the Custodian receives such compensation as may from time to time be agreed upon by it and the Trust.
FUND ACCOUNTING AGENT
Pursuant to the Master Services Agreement, Citi also serves as fund accounting agent to each Fund. For the fiscal years ended October 31, 2016 and October 31, 2015, the aggregate amount of fund accounting fees paid by the Funds was:
| Fund | 2016 | 2015 |
| Opportunity Fund | $19,053 | $18,998 |
| Opportunity Fund (Class I) | $9,026 | $8,997 |
| Aggressive Strategy Fund | $46,736 | $46,146 |
| Balanced Strategy Fund | $46,705 | $46,556 |
| Moderate Strategy Fund | $46,782 | $46,400 |
| Conservative Strategy Fund | $46,905 | $46,307 |
| Income Strategy Fund | $46,814 | $46,866 |
| * | The Administration and Sub-administration Agreements were amended on April 1, 2016 to modify administration and sub-administration fees. |
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SHAREHOLDER SERVICING AGENTS
The Trust has entered into a shareholder servicing agreement (a Servicing Agreement) with certain Servicing Agents, including the Adviser, pursuant to which the Shareholder Servicing Agent, as agent for its customers, among other things: answers customer inquiries regarding account status and history, the manner in which purchases, exchanges and redemptions of shares of the Funds may be effected and certain other matters pertaining to the Funds; assists shareholders in designating and changing dividend options, account designations and addresses; provides necessary personnel and facilities to establish and maintain shareholder accounts and records; assists in processing purchase and redemption transactions; arranges for the wiring of funds; transmits and receives funds in connection with customer orders to purchase or redeem Shares; verifies and guarantees shareholder signatures in connection with redemption orders and transfers and changes in shareholder-designated accounts; furnishes (either separately or on an integrated basis with other reports sent to a shareholder by a Shareholder Servicing Agent) monthly and year-end statements and confirmations of purchases and redemptions; transmits, on behalf of the Trust, proxy statements, annual reports, updated prospectuses and other communications from the Trust to the Funds shareholders; receives, tabulates and transmits to the Trust proxies executed by shareholders with respect to meetings of shareholders of the Funds or the Trust; and provides such other related services as the Trust or a shareholder may request. Servicing Agents shall mean both Shareholder Servicing Agents and securities brokers who have entered into a dealer agreement or shareholder serving agreement on behalf of its customers (Securities Brokers). Each Fund is authorized to pay a shareholder servicing fee up to 0.25%, on an annual basis, of the Funds average daily net assets attributable to Class A, B and C Shares.
The Trust understands that some Shareholder Servicing Agents also may impose certain conditions on their customers, subject to the terms of the Prospectuses, in addition to or different from those imposed by the Trust, such as requiring a different minimum initial or subsequent investment, account fees (a fixed amount per transaction processed), compensating balance requirements (a minimum dollar amount a customer must maintain in order to obtain the services offered), or account maintenance fees (a periodic charge based on a percentage of the assets in the account or of the dividends paid on those assets). Each Shareholder Servicing Agent has agreed to transmit to its customers who are holders of Shares appropriate prior written disclosure of any fees that it may charge them directly and to provide written notice at least 30 days prior to the imposition of any transaction fees. Conversely, the Trust understands that certain Shareholder Servicing Agents may credit to the accounts of their customers from whom they are already receiving other fees amounts not exceeding such other fees or the fees received by the Shareholder Servicing Agent from the Funds with respect to those accounts.
For the fiscal years ended October 31, 2016, 2015, and 2014, each Fund paid the following shareholder servicing expenses:
| Fund | 2016 | 2015 | 2014 |
| Opportunity Fund | $33,646 | $41,750 | $41,837 |
| Aggressive Strategy Fund | $35,601 | $42,240 | $45,698 |
| Balanced Strategy Fund | $91,089 | $109,349 | $122,024 |
| Moderate Strategy Fund | $87,539 | $99,867 | $108,537 |
| Conservative Strategy Fund | $38,833 | $46,229 | $51,758 |
| Income Strategy Fund | $2,423 | $3,085 | $3,336 |
FEDERAL BANKING LAW
The Gramm-Leach-Bliley Act of 1999 repealed certain provisions of the Glass-Steagall Act that had previously restricted the ability of banks and their affiliates to engage in certain mutual fund activities. Nevertheless, HSBC Banks and the Advisers activities remain subject to, and may be limited by, applicable federal banking law and regulations. HSBC Bank and the Adviser believe that they possess the legal authority to perform the services for the Funds contemplated by the Prospectus, this SAI, and the Advisory Contract without violation of applicable statutes and regulations. If future changes in these laws and regulations were to limit the ability of HSBC Bank and the Adviser to perform these services, the Board of Trustees of the Trust would review the relationship with HSBC Bank and the Adviser and consider taking all action necessary in the circumstances, which could include recommending to shareholders the selection of another qualified advisor or, if that course of action appeared impractical, that a Fund be liquidated.
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Entities that are part of banking organizations, such as the Adviser and its affiliates, are subject to extensive government regulation. Government regulation may change frequently and may have significant effects, including limiting the ability of the Adviser and its affiliates from engaging in certain trading activities, which may adversely impact a Fund. For example, the so-called Volcker Rule prohibits the Adviser and its affiliates from engaging in certain trading activities. A Fund may be adversely impacted by this rule if the Adviser or its affiliates own 25% or more of a Funds shares outside of any seeding period permitted by the rule. These restrictions may prevent a Fund from maintaining sufficient seed capital and may cause the Fund to liquidate at the end of the period if the Fund is not able to achieve sufficient scale. Other restrictions, including restrictions on trading and transactions with affiliates, can also apply. Funds that are not managed by entities that are part of banking organizations are not subject to these limitations.
EXPENSES
Except for expenses paid by the Adviser and the Distributor, each Fund bears all the costs of its operations. Expenses attributable to a class (Class Expenses) shall be allocated to that class only. Class Expenses with respect to the Class A Shares, Class B Shares, and Class C Shares must include payments made pursuant to their respective Distribution Plan and the Shareholder Services Plan. In the event a particular expense is not reasonably allocable by class or to a particular class, it shall be treated as a Fund expense or a Trust expense. Trust expenses directly related to a Fund are charged to the Fund; other expenses are allocated proportionally among all the portfolios of the Trust in relation to the NAV of the portfolios.
DETERMINATION OF NET ASSET VALUE
The following information supplements and should be read in conjunction with the section in the Prospectus entitled, Pricing of Fund Shares. Neither the Prospectus nor the below is meant to reflect a complete list of valuation methodologies that a Fund may use to value its investments.
The NAV of the Funds is determined once each day at the close of trading on the New York Stock Exchange (Exchange), normally at 4 p.m. Eastern time on days the Exchange is open. The Exchange is generally not open, and the Funds do not price their shares, on most U.S. national holidays and on Good Friday.
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Pursuant to procedures adopted by the Board of Trustees, investments of the Funds for which there are readily available and reliable market quotes or for which independent pricing service pricing is appropriate are valued as follows:
General
➢ All securities and other investments are valued based on the market quotes from the broadest and most representative market for the securities, or such other methodologies as are set forth below, including prices provided by approved independent pricing services. All valuations are obtained as of the time NAV is calculated on each Fund business day. Any securities and other investments that cannot be priced according to the methodologies set forth below will be valued in accordance with fair valuation methodologies set forth in the Prospectus and applicable guidance on fair valuation. In this regard, if a broker, dealer or market-maker quote is obtained but is reasonably believed not to reflect market value based on all data available (e.g., it is an outlier as compared to other quotes), it may be discarded.
Equity securities
➢ Exchange-traded, domestic equity securities are valued at the last sales price on a national securities exchange (except the NASDAQ Stock Market) or, in the absence of recorded sales, at the readily available closing bid price on such exchange. Such securities traded on the NASDAQ Stock Market are valued at the NASDAQ Official Closing Price on the date of valuation.
➢ Domestic equity securities that are not traded on an exchange are valued at the quoted bid price in the over-the-counter market.
➢ Exchange traded, foreign equity securities are valued in the appropriate currency at the last quoted sale price.
➢ Foreign equity securities that are not exchange traded are valued in the appropriate currency at the average of the quoted bid and asked prices in the over-the-counter market.
➢ Participation notes (also known as P-notes) are valued by taking the last sales price of the underlying security on its primary exchange. In the absence of a recorded sale on the underlying security, the readily available closing bid price on such exchange will be used. If no sale is available because the country is on holiday, the previous days quoted sales price would be utilized. All local prices will be converted to U.S. dollar using the foreign currency exchange rate as of the close of regular trading on the New York Stock Exchange (usually 4 p.m. EST).
➢ Rights and Warrants are valued at the last sales price on a national securities exchange. If these instruments are not scheduled to trade for a certain period, they are generally valued intrinsically based on the terms of the issuance and the price of the underlying security. The time value of the warrants may also be considered by the Advisor.
➢ Initial Public Offerings (IPOs) are typically priced using corresponding approved independent pricing services for equity securities. In instances where there is a time lag between the IPO and the commencement of public trading of the security there may be no vendor price available. In these instances, the purchase price may be utilized; if the purchase price is not confirmed, the bid price may be utilized.
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Convertible Securities
➢ Convertible securities are valued at the bid price as of the time net asset value is determined by an approved independent pricing service, based on market transactions for normal, institutional-size trading units of similar securities, as well as yield, quality, coupon rate, maturity, type of issue, trading characteristics and other market data, without exclusive reliance on quoted prices on an exchange or over-the-counter prices. If no current day bid price is available then they will be priced either using the last quoted sales price or most recent bid price.
Debt Securities
➢ Debt securities are valued at the bid, as of the time net asset value is determined, by an approved independent pricing service, based upon market transactions for normal, institutional-size trading units of similar securities, as well as yield, quality, coupon rate, maturity, callability or prepayment option, type and size of issue, trading characteristics and other market data, without exclusive reliance on quoted prices on an exchange or over-the-counter prices.
➢ Debt securities with remaining maturities of 60 days or less may be valued at amortized cost unless it is determined that amortized cost does not represent fair value (e.g., securities that are not expected to mature at par). Issuer-specific and market-based considerations will be taken into account to determine whether amortized cost represents fair value. Debt securities with remaining maturities of 60 days or less that are not valued based on amortized cost are valued based on prices provided by independent pricing services based on the services proprietary pricing models.
Registered investment companies (including ETFs)
➢ Shares of exchange traded and closed-end registered investment companies are valued in the same manner as other equity securities.
➢ Mutual funds are valued at their NAVs, as reported to the investment adviser or its agent.
Foreign currencies
➢ Foreign currencies are valued at the last quoted foreign exchange bid quotation against the U.S. dollar from an approved independent pricing service.
➢ The value of Fund assets and liabilities denominated in currencies other than the U.S. dollar are translated into their U.S. dollar equivalent values at such last foreign exchange bid quotation.
Repurchase Agreements
➢ Repurchase agreements are valued at original cost.
Swaps
➢ Swap agreements are valued by an approved independent pricing service:
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➢ if a price is not available from an approved independent pricing service, they are valued based upon quotations obtained from broker-dealers or market makers.
➢ If prices are available from two or more dealers, brokers or market makers, the value shall be the mean of the quotations obtained from these sources.
➢ If prices are available from only one dealer, broker or market maker, the value shall be the quotation provided.
➢ In the absence of a valuation or if the valuation is deemed unreliable, they are valued at the price at which the counterparty would settle or repurchase the instrument.
Options and Other Derivatives
➢ Options and other derivative contracts (other than swaps as set forth above) on securities, currencies and other financial instruments traded in the OTC market are valued at prices provided by an approved independent pricing service
➢ If prices are available from two or more dealers, brokers or market makers, the value shall be the mean of the quotations obtained from these sources.
➢ In the absence of such a value, such derivatives contracts are valued at the marked to-market price (or the evaluated price if a marked-to-market price is not available) provided by the broker-dealer with which the option was traded (which may also be the counterparty).
| ● |
Exchange-Traded Options |
➢ Exchange-Traded options are valued at the closing price or last sale price on the primary instrument for that option as recorded by an approved independent pricing service.
| ● |
Foreign Currency Forward Contracts |
➢ Foreign currency forward contracts are valued by an approved independent pricing service at the current day's interpolated foreign exchange rate, as calculated using the current day's spot rate and the prevailing forward rates, and converted to U.S. dollars at the exchange rate of such currencies against the U.S. dollar, as of the close of regular trading on the New York Stock Exchange (usually 4:00 p.m. Eastern time).
| ● |
Futures Contracts |
➢ Futures contracts are valued at their settlement price on the exchange on which they are traded.
Interest income on long-term obligations in a Funds portfolio is determine on the basis of interest accrued plus amortization of original issue discount (generally, the difference between issue price and stated redemption price at maturity) and premiums (generally, the excess of purchase price over stated redemption price at maturity). Interest income on short-term obligations is determined on the basis of interest accrued plus amortization of premium.
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The accounting records of a Fund are maintained in U.S. dollars. The market value of investment securities, other assets and liabilities and forward contracts denominated in foreign currencies are translated into U.S. dollars at the prevailing exchange rates at the end of the period. Purchases and sales of securities, income receipts, and expense payments are translated at the exchange rate prevailing on the respective dates of such transactions. Reported net realized gains and losses on foreign currency transactions represent net gains and losses from sales and maturities of forward currency contracts, disposition of foreign currencies, currency gains and losses realized between the trade and settlement dates on securities transactions and the difference between the amount of net investment income accrued and the U.S. dollar amount actually received.
The problems inherent in making a good faith determination of value are recognized in the codification effected by SEC Financial Reporting Release No. 1 (FRR 1 (formerly Accounting Series Release No. 113)) which concludes that there is no automatic formula for calculating the value of restricted securities. It recommends that the best method simply is to consider all relevant factors before making any calculation. According to FRR 1 such factors would include consideration of the type of security involved, financial statements, cost at date of purchase, size of holding, discount from market value of unrestricted securities of the same class at the time of purchase, special reports prepared by analysts, information as to any transactionsor offers with respect to the security, existence of merger proposals or tender offers affecting the security, price and extent of public trading in similar securities of the issuer or comparable companies, and other relevant matters.
To the extent that a Fund purchases securities that are restricted as to resale or for which current market quotations are not available, the Adviser will value such securities based upon all relevant factors as outlined in FRR 1.
Subject to the Trusts compliance with applicable regulations, the Trust on behalf of each Fund has reserved the right to pay the redemption or repurchase price of shares, either totally or partially, by a distribution in-kind of portfolio securities (instead of cash), as applicable. The securities so distributed would be valued at the same amount as that assigned to them in calculating the NAV for the shares being sold. If a shareholder received a distribution in-kind, the shareholder could incur brokerage or other charges in converting the securities to cash.
PURCHASE OF SHARES
Shares may be purchased through the Funds, Shareholder Servicing Agents or Securities Brokers. Shares may be purchased at their NAV next determined after an order is transmitted to and accepted by the Transfer Agent or is received by a Shareholder Servicing Agent or a Securities Broker if it is transmitted to and accepted by the Transfer Agent. Purchases are effected on the same day the purchase order is received by the Transfer Agent provided such order is received prior to 4:00 p.m., New York time, on any day in which regular trading occurs on the New York Stock Exchange (Fund Business Day). Each Shareholder Servicing Agent or Securities Broker is responsible for and required to promptly forward orders for shares to the Transfer Agent. Class B Shares may no longer be purchased or acquired by any new or existing Class B shareholder, except through dividend and/or capital gains reinvestment. Any other order to purchase Class B Shares will be rejected. Class B shareholders may continue to hold Class B Shares until such shares automatically convert under the existing conversion schedule, or until the shareholder redeems such Class B Shares, subject to any applicable contingent deferred sales charge (CDSC).
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All purchase payments are invested in full and fractional Shares. The Trust reserves the right to cease offering Shares for sale at any time or to reject any order for the purchase of Shares.
While there is no sales load on purchases of Class C Shares, the Distributor may receive fees from the Funds. Other funds which have investment objectives similar to those of a Fund but which do not pay some or all of such fees from their assets may offer a higher yield.
An investor may purchase Shares through the Funds directly or by authorizing his Shareholder Servicing Agent or Securities Broker to purchase such Shares on his behalf through the Transfer Agent.
Certain clients of the Adviser whose assets would be eligible for purchase by the Funds may purchase shares of the Trust with such assets. Assets purchased by the Funds will be subject to valuation and other procedures by the Board of Trustees.
The following information supplements and should be read in conjunction with the sections in the Funds Prospectuses entitled Purchasing and Adding to Your Shares and Distribution Arrangements/Sales Charges. The Prospectuses contain a general description of how investors may buy shares of the Funds and states whether a Fund offers more than one class of shares. Class A Shares are generally sold with a sales charge payable at the time of purchase. The Prospectuses contain a table of applicable CDSCs. After being held for six years, Class B Shares will automatically convert into Class A Shares, which are not subject to sales charges, or a CDSC. After being held for five years, Class C Shares will automatically convert into Class A Shares, which are not subject to sales charges, or a CDSC. Class B and C Shares are offered without an initial sales charge. The Funds may sell shares without a sales charge or CDSC pursuant to special purchase plans the Trust signs.
When purchasing Fund shares, you must specify which Class is being purchased. The decision as to which Class of shares is most beneficial to you depends on the amount and the intended length of your investment. You should consider whether, during the anticipated life of your investment in a Fund, the accumulated distribution fee, service fee and CDSC, if any, on Class B Shares or Class C Shares would be less than the accumulated distribution fee and initial sales charge on Class A Shares purchased at the same time, and to what extent, if any, such differential would be offset by the return on Class A Shares respectively. Additionally, investors qualifying for reduced initial sales charges who expect to maintain their investment for an extended period of time might consider purchasing Class A Shares because the accumulated continuing distribution and service fees on Class B or Class C Shares exceed the accumulated distribution fee and initial sales charge on Class A Shares during the life of the investment. Finally, you should consider the effect of the CDSC period and any conversion rights of the Classes in the context of your own investment time frame. Generally, Class A Shares will be most appropriate for investors who invest substantial amounts (e.g. over $50,000) in Fund shares.
Shares of the Funds are offered on a continuous basis at NAV, plus any applicable sales charge, by the Distributor as an investment vehicle for institutions, corporations, fiduciaries and individuals.
The sales load on Class A Shares does not apply in any instance to reinvested dividends or distributions.
From time to time, dealers who receive dealer discounts and broker commissions from the Distributor may reallow all or a portion of such dealer discounts and broker commissions to other dealers or brokers. Dealers may not use sales of a Funds Shares to qualify for the compensation to the extent such may be prohibited by the laws of any state or any self-regulatory agency, such as FINRA. None of the aforementioned compensation is paid for by the Funds or their shareholders.
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Stock certificates will not be issued with respect to the shares. The Transfer Agent shall keep accounts upon the book of the Trust for recordholders of such shares.
EXCHANGE PRIVILEGE
By contacting the Transfer Agent or his Shareholder Servicing Agent or his Securities Broker, a shareholder of each Fund may exchange some or all of his Shares for shares of a corresponding class of one or more of the HSBC Funds. The Class A, B and C Shares of the Equity Funds are referred to as the Retail Classes. By contacting the Transfer Agent or his Shareholder Servicing Agent or his Securities Broker, a shareholder of the Retail Classes may exchange some or all of his Shares at NAV without a sales charge for Shares of the same class offered with the same or lower sales charge by any of the Trusts other Funds. Exchanges for Shares with a higher sales charge may be made upon payment of the sales charge differential.
An investor will receive Class A Shares of a Fund in exchange for Class A Shares of other HSBC Funds, unless the investor is eligible to receive Class D Shares of the Money Market Funds, in which case the investor will receive Class D Shares of a Money Market Fund in exchange for Class A Shares of an HSBC Fund. Class B Shares, Class C Shares, and Class I Shares may be exchanged for shares of the same class of one or more of the HSBC Funds at NAV without a front-end sales charge provided that the amount to be exchanged meets the applicable minimum investment requirements and the exchange is made in states where it is legally authorized. Holders of Class B Shares may not exchange their Shares for shares of any other class. Exchanges into Class A Shares may be made upon payment of the applicable sales charge, unless otherwise exempt. Shareholders of Class A Shares of the Fund who are shareholders as of December 31, 1997 will be grandfathered with respect to the HSBC Funds and will be exempt from having to pay a sales charge on any new purchases of Class A Shares of the Fund. An exchange of Class B Shares or Class C Shares will not affect the holding period of the Class B Shares or Class C Shares for purposes of determining the CDSC, if any, upon redemption. An exchange may result in a change in the number of Shares held, but not in the value of such Shares immediately after the exchange. Each exchange involves the redemption of the Shares to be exchanged and the purchase of the shares of the other HSBC Funds, which may produce a gain or loss for tax purposes.
The exchange privilege (or any aspect of it) may be changed or discontinued upon 60 days written notice to shareholders and is available only to shareholders in states in which such exchanges may be legally made. A shareholder considering an exchange should obtain and read the prospectus of the other HSBC Fund into which the exchange will be made and consider the differences in investment objectives and policies before making any exchange.
An exchange is considered a sale of shares and may result in a capital gain or loss for federal income tax purposes. A Shareholder wishing to exchange his or her Shares may do so by contacting the Trust at 800-782-8183, by contacting his or her broker-dealer or by providing written instruction to the Trust.
IN-KIND PURCHASES
The Trust, in its discretion, may permit purchases of Fund shares by means of in-kind contributions of portfolio securities under certain circumstances. An in-kind contribution must be made in the form of securities that are permissible investments for the Funds as described in the Prospectuses. In connection with an in-kind securities purchase, the Funds will require, among other things, that the securities be valued in the same manner as they would be valued for purposes of computing a Funds NAV; that the Funds receive satisfactory assurances that they will have good and marketable title to the securities received by them; and that the securities be in proper form for transfer to the Funds. In addition, the Funds generally will not accept securities of any issuer unless they are liquid, have a readily ascertainable market value, and are not subject to restrictions on resale.
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The Funds will not be liable for any brokerage commission or fee (except for customary transfer fees) in connection with an in-kind purchase of Fund shares. Your broker may impose a fee in connection with processing your in-kind purchase of Fund shares. An investor contemplating an in-kind purchase of Fund shares should consult his or her tax adviser to determine the tax consequences under Federal and state law of making such a purchase.
AUTOMATIC INVESTMENT PLAN
The Trust offers a plan for regularly investing specified dollar amounts ($25.00 minimum in monthly, quarterly, semi-annual or annual intervals) in the Funds. If an Automatic Investment Plan is selected, subsequent investments will be automatic and will continue until such time as the Trust and the investors bank are notified in writing to discontinue further investments. Due to the varying procedures to prepare, process and forward the bank withdrawal information to the Trust, there may be a delay between the time of bank withdrawal and the time the money reaches the Funds. The investment in the Funds will be made at the NAV per share determined on the Fund Business Day that both the check and the bank withdrawal data are received in required form by the Transfer Agent. Further information about the Automatic Investment Plan may be obtained from Citi at the telephone number listed on the front cover.
For further information on how to purchase Shares, an investor should contact the Funds directly at HSBC Funds, PO Box 182845, Columbus, Ohio 43218-2845 or by calling 1-800-782-8183.
PURCHASES THROUGH A SHAREHOLDER SERVICING AGENT OR A SECURITIES BROKER
Shares are being offered to the public, to customers of a Shareholder Servicing Agent and to customers of a Securities Broker. Shareholder Servicing Agents and Securities Brokers may offer services to their customers, including specialized procedures for the purchase and redemption of Shares, such as pre-authorized or automatic purchase and redemption programs. Each Shareholder Servicing Agent and Securities Broker may establish its own terms, conditions and charges, including limitations on the amounts of transactions, with respect to such services. Charges for these services may include fixed annual fees, account maintenance fees and minimum account balance requirements. The effect of any such fees will be to reduce the net return on the investment of customers of that Shareholder Servicing Agent or Securities Broker. Conversely, certain Servicing Agents may (although they are not required by the Trust to do so) credit to the accounts of their customers from whom they are already receiving other fees amounts not exceeding such other fees or the fees received by the Servicing Agent and Securities Broker from the Funds, which will have the effect of increasing the net return on the investment of such customers of those Servicing Agents and Securities Brokers.
Shareholder Servicing Agents and Securities Brokers may transmit purchase payments on behalf of their customers by wire directly to the Funds custodian bank by following the procedures described above.
For further information on how to direct a Securities Broker or a Shareholder Servicing Agent to purchase Shares, an investor should contact his Securities Broker or his Shareholder Servicing Agent.
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SALES CHARGES
CLASS A SHARES
The public offering price of the Class A Shares of the Funds equals NAV plus the applicable sales charge. The Distributor receives this sales charge and may reallow it as dealer discounts and brokerage commissions as follows:
Equity Funds and World Selection Funds (except Income Strategy Fund)
| Size of Transaction at
Offering Price |
Sales Charges as
a Percentage of Offering Price |
Percentage of Net Amount Invested |
| Less than $50,000 | 5.00% | 5.26% |
| $50,000 but less than $100,000 | 4.50% | 4.71% |
| $100,000 but less than $250,000 | 3.75% | 3.90% |
| $250,000 but less than $500,000 | 2.50% | 2.56% |
| $500,000 but less than $1,000,000 | 2.00% | 2.04% |
| $1,000,000 and over | None | None |
Income Strategy Fund
| Size of Transaction at
Offering Price |
Sales Charges as
a Percentage of Offering Price |
Percentage of Net Amount Invested |
| Less than $50,000 | 4.75% | 4.99% |
| $50,000 but less than $100,000 | 4.25% | 4.44% |
| $100,000 but less than $250,000 | 3.50% | 3.63% |
| $250,000 but less than $500,000 | 2.50% | 2.56% |
| $500,000 but less than $1,000,000 | 2.00% | 2.04% |
| $1,000,000 and over | None | None |
SALES CHARGE WAIVERS
The Funds may waive sales charges for the purchase of Class A Shares of the Funds by or on behalf of: (1) purchasers for whom HSBC or one of its affiliates acts in a fiduciary, advisory, custodial or similar capacity, (2) employees and retired employees (including spouses, children and parents of employees and retired employees) of HSBC, and any affiliates thereof, (3) Trustees of the Trust, (4) directors and retired directors (including spouses and children of directors and retired directors) of HSBC and any affiliates thereof, (5) purchasers who use proceeds from an account for which HSBC or one of its affiliates acts in a fiduciary, advisory, custodial or similar capacity, to purchase Class A Shares of the Funds, (6) brokers, dealers and agents who have a sales agreement with the Distributor, and their employees (and the immediate family members of such individuals), (7) investment advisers or financial planners that have entered into an agreement with the Distributor and that place trades for their own accounts or the accounts of eligible clients and that charge a fee for their services, and clients of such investment advisers or financial planners who place trades for their own accounts if such accounts are linked to the master account of the investment adviser or financial planner on the books and records of a broker or agent that has entered into an agreement with the Distributor, (8) orders placed on behalf of other investment companies distributed by Foreside or its affiliated companies, and (9) shares purchased by tax-qualified employee benefit plans. The Funds may also waive sales charges for the purchase of Class A Shares that were subject to a sales charge, sales charges for the purchase of the Funds Class A Shares with the proceeds from the recent redemption of Class B Shares, or sales charges for the purchase of Class C Shares of the Funds. The purchase must be made within 60 days of the redemption, and the Transfer Agent must be notified in writing by the investor, or by his or her financial institution, at the time the purchase is made. A copy of the investors account statement showing such redemption must accompany such notice. To receive a sales charge waiver in conjunction with any of the above categories, shareholders must, at the time of purchase, give the Transfer Agent sufficient information to permit confirmation of qualification.
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CONCURRENT PURCHASES
For purposes of qualifying for a lower sales charge, investors have the privilege of combining concurrent purchases of Class A Shares of any fund in the HSBC Family of Funds. For example, if a shareholder concurrently purchases Class A Shares in one of the Funds of the Trust sold with a sales charge at the total public offering price of $25,000 and Class A Shares in another Fund sold with a sales charge at the total public offering price of $75,000, the sales charge would be that applicable to a $100,000 purchase as shown in the appropriate table above. The investors concurrent purchases described above shall include the combined purchases of the investor, the investors spouse and children under the age of 21 and the purchasers retirement plan accounts. To receive the applicable public offering price pursuant to this privilege, shareholders must, at the time of purchase, give the Transfer Agent sufficient information to permit confirmation of qualification. This privilege, however, may be modified or eliminated at any time or from time to time by the Trust without notice.
LETTER OF INTENT
An investor may obtain a reduced sales charge by means of a written Letter of Intent, which expresses the intention of such investor to purchase Class A Shares of the Funds at a designated total public offering price within a designated 13-month period. Each purchase of Class A Shares under a Letter of Intent will be made at the NAV plus the sales charge applicable at the time of such purchase to a single transaction of the total dollar amount indicated in the Letter of Intent (the Applicable Sales Charge). A Letter of Intent may include purchases of Class A Shares made not more than 90 days prior to the date such investor signs a Letter of Intent; however, the 13-month period during which the Letter of Intent is in effect will begin on the date of the earliest purchase to be included. An investor will receive as a credit against his/her purchase(s) of Class A Shares during this 90-day period at the end of the 13-month period, the difference, if any, between the sales load paid on previous purchases qualifying under the Letter of Intent and the Applicable Sales Charge.
A Letter of Intent is not a binding obligation upon the investor to purchase the full amount indicated. The minimum initial investment under a Letter of Intent is 5% of such amount. Class A Shares purchased with the first 5% of such amount will be held in escrow (while remaining registered in the name of the investor) to secure payment of the higher sales charge applicable to the Class A Shares actually purchased if the full amount indicated is not purchased, and such escrowed Class A Shares will be involuntarily redeemed to pay the additional sales charge, if necessary. Dividends on escrowed Class A Shares, whether paid in cash or reinvested in additional Class A Shares, are not subject to escrow. The escrowed Class A Shares will not be available for disposal by the investor until all purchases pursuant to the Letter of Intent have been made or the higher sales charge has been paid. When the full amount indicated has been purchased, the escrow will be released. To the extent that an investor purchases more than the dollar amount indicated in the Letter of Intent and qualifies for a further reduced sales charge, the sales charge will be adjusted for the entire amount purchased at the end of the 13-month period. The difference in sales charge will be used to purchase additional Class A Shares of the Fund at the then-current public offering price subject to the rate of sales charge applicable to the actual amount of the aggregate purchases. For further information about Letters of Intent, interested investors should contact the Trust at 1-800-782-8183. This program, however, may be modified or eliminated at any time or from time to time by the Trust without notice.
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RIGHT OF ACCUMULATION
Pursuant to the right of accumulation, investors are permitted to purchase Class A Shares of the Funds at the public offering price applicable to the total of: (a) the total public offering price of the Class A Shares of the Funds then being purchased; plus (b) an amount equal to the then-current NAV of the purchasers combined holdings of the Class A Shares of the Funds that were subject to a sales charge, and any Class B Shares and/or Class C Shares held. Class A Shares sold to purchasers for whom HSBC or one of its affiliates acts in a fiduciary, advisory, custodial (other than retirement accounts), agency, or similar capacity are not presently subject to a sales charge. The purchasers combined holdings described above shall include the combined holdings of the purchaser, the purchasers spouse and children under the age of 21 and the purchasers retirement plan accounts. To receive the applicable public offering price pursuant to the right of accumulation, shareholders must, at the time of purchase, give the Transfer Agent sufficient information to permit confirmation of qualification. This right of accumulation, however, may be modified or eliminated at any time or from time to time by the Trust without notice.
CONTINGENT DEFERRED SALES CHARGE (CDSC) - CLASS B SHARES
Class B Shares of the Funds, which are redeemed less than four years after purchase, will be subject to a CDSC. The CDSC will be based on the lesser of the NAV at the time of purchase of the Class B Shares being redeemed or the NAV of such Shares at the time of redemption. Accordingly, a CDSC will not be imposed on amounts representing increases in NAV above the NAV at the time of purchase. In addition, a CDSC will not be assessed on Class B Shares purchased through reinvestment of dividends or capital gains distributions.
Solely for purposes of determining the amount of time that has elapsed from the time of purchase of any Class B Shares, all purchases during a month will be aggregated and deemed to have been made on the last day of the month. In determining whether a CDSC is applicable to a redemption, the calculation will be made in the manner that results in the lowest possible charge being assessed. If an investor sells some but not all his or her Class B Shares, shares not subject to the CDSC (i.e., shares purchased with reinvested dividends) will be redeemed first, followed by shares subject to the lowest CDSC (typically shares held for the longest time).
Class B Shares of the Funds may be purchased for individual accounts only in amounts of less than $100,000. There is no sales charge imposed upon purchases of Class B Shares, but investors may be subject to a CDSC. In such cases, the CDSC will be:
| CDSC as a Percentage of | |
| Years Since | Dollar Amount Subject to |
| Purchase | Charge |
| 0-1 | 4.00% |
| 1-2 | 3.00% |
| 2-3 | 2.00% |
| 3-4 | 1.00% |
| More than 4 | None |
The CDSC is waived on redemptions of Class B Shares (i) following the death or disability (as defined in the Internal Revenue Code of 1986 (the Code)) of a Shareholder, (ii) to the extent that the redemption represents a minimum required distribution from an IRA or a Custodial Account under Code Section 403(b)(7) to a Shareholder who has reached age 70 1/2, and (iii) to the extent the redemption represents the minimum required distribution from retirement plans under Code Section 401(a) where such redemptions are necessary to make distributions to plan participants.
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CONVERSION FEATURE - CLASS B SHARES AND CLASS C SHARES
Class B Shares of the Funds will convert automatically to Class A Shares of the same Fund after six years from the beginning of the calendar month in which the Class B Shares were originally purchased. Class C Shares will convert to Class A Shares of the same Fund after five years from the beginning of the calendar month in which the Class C Shares were originally purchased. After conversion, the shares will be subject to the lower distribution and shareholder servicing fees charged on Class A Shares, which will increase the shareholders investment return compared to the Class B Shares or Class C Shares. A shareholder will not pay any sales charge or fees when his or her shares convert, nor will the transaction be subject to any tax. If an investor purchased Class B Shares of one Fund, which he or she exchanged for Class B Shares or Class C Shares of another Fund, the holding period will be calculated from the time of the original purchase of Class B Shares or Class C Shares. The dollar value of Class A Shares the investor receives will equal the dollar value of the Class B Shares or Class C Shares converted.
LEVEL LOAD ALTERNATIVE - CLASS C SHARES
Class C Shares of the Funds may be purchased for individual accounts normally in amounts of less than $100,000. Class C Shares of the Funds are sold at NAV without an initial sales charge but are subject to a CDSC of 1.00% on most redemptions made within one year after purchase (calculated from the last day of the month in which the shares were purchased). The CDSC will be assessed on an amount equal to the lesser of the current market value or the cost of the shares being redeemed. The CDSC will not be imposed in the circumstances set forth above in the section Contingent Deferred Sales Charge (CDSC) -- Class B Shares except that the references to three years and four years in the first paragraph of that section shall mean one year in the case of Class C Shares. Class C Shares are subject to an annual 12b-1 fee of up to 1.00% of the average daily net assets of the Class.
The higher fees mean a higher expense ratio, so Class C Shares pay correspondingly lower dividends and may have a lower NAV than Class A Shares. Broker-dealers and other financial intermediaries whose clients have purchased Class C Shares may receive a trailing commission equal to 1.00% of the average daily NAV of such shares on an annual basis held by their clients more than one year from the date of purchase. Trailing commissions will commence immediately with respect to shares eligible for exemption from the CDSC normally applicable to Class C Shares.
REDEMPTION OF SHARES
A shareholder may redeem all or any portion of the shares in his account at any time at the NAV next determined after a redemption order in good order is furnished by the shareholder to the Transfer Agent, with respect to shares purchased directly through the Funds, or to his Securities Broker or his Shareholder Servicing Agent, and is transmitted to and received by the Transfer Agent. Class A Shares, Class I Shares, Class S Shares, and Class Y Shares may be redeemed without charge while Class B Shares and Class C Shares may be subject to a CDSC. See Contingent Deferred Sales Charge (CDSC) -- Class B Shares and Level Load Alternative -- Class C Shares above. Redemptions are effected on the same day the redemption order is received by the Transfer Agent provided such order is received prior to the close of trading on the Exchange, on any Fund Business Day. See Determination of Net Asset Value above. Shares redeemed earn dividends up to and including the day prior to the day the redemption is effected.
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The proceeds of a redemption are normally paid from each Fund in U.S. dollars within a week following the date on which the redemption is effected. The Funds may suspend the right of redemption and postpone for more than seven days the date of payment upon redemption: (i) during periods when the Exchange is closed other than for weekends and certain holidays or when trading on such Exchange is restricted; (ii) during periods in which, as a result of emergency, disposal, or evaluation of the NAV of the portfolio securities is not reasonably practicable; or (iii) for such other periods as the SEC may permit. To be in a position to eliminate excessive expenses, the Trust reserves the right to redeem upon not less than 30 days notice all shares in an account which has a value below $50, provided that such involuntary redemptions will not result from fluctuations in the value of Fund shares. A shareholder will be allowed to make additional investments prior to the date fixed for redemption to avoid liquidation of the account.
Unless shares have been purchased directly from the Funds, a shareholder may redeem shares only by authorizing his Securities Broker, if applicable, or his Shareholder Servicing Agent to redeem such Shares on his behalf (since the account and records of such a shareholder are established and maintained by his Securities Broker or his Shareholder Servicing Agent). For further information as to how to direct a Securities Broker or a Shareholder Servicing Agent to redeem shares, a shareholder should contact his Securities Broker or his Shareholder Servicing Agent.
The Board has adopted Redemption-in-Kind Procedures that provide that redemptions by affiliated shareholders may be satisfied by the distribution of portfolio securities in-kind, reflecting the shareholders proportionate interest in the relevant Fund, subject to certain adjustments. The Board of Trustees, including a majority of the Trustees who are not interested persons of the Trust, is required under the Procedures to determine no less frequently than quarterly that all redemptions-in-kind to affiliated shareholders made during the preceding quarter (if any): (a) were effected in accordance with the procedures; (b) did not favor the affiliated shareholder to the detriment of any other shareholder, and, in the context of a registered Feeder Fund's redemption-in-kind from a Portfolio, the redemption also did not favor the Portfolio to the detriment of the Feeder Fund; and (c) were in the best interests of the distributing Fund or Portfolio.
Redemption proceeds are generally paid in cash, but the Funds reserve the right to pay all or part of any redemption proceeds in-kind. However, the Funds have made an election pursuant to Rule 18f-1 under the 1940 Act to redeem shares of each Fund solely in cash up to the lesser of $250,000 or 1.00% of the NAV of the Fund during any 90-day period for any one shareholder. The Funds reserve the right to pay all or part of other redemptions by a distribution of portfolio securities in kind from the applicable Funds portfolio. The securities distributed in kind would be valued at the same value as that assigned to them in calculating the NAV of the shares being redeemed. In the event a shareholder receives an in-kind distribution of portfolio securities, it would be the responsibility of the shareholder to dispose of the securities. The shareholder would be subject to the risks that the value of the securities would decline prior to their sale, that it would be difficult to sell the securities, and that brokerage fees could be incurred.
SYSTEMATIC WITHDRAWAL PLAN
Any shareholder who owns shares with an aggregate value of $10,000 or more may establish a Systematic Withdrawal Plan under which he redeems at NAV the number of full and fractional shares that will produce the monthly, quarterly, semi-annual or annual payments specified (minimum $50.00 per payment). Depending on the amounts withdrawn, systematic withdrawals may deplete the investors principal. Investors contemplating participation in this Systematic Withdrawal Plan should consult their tax advisers. No additional charge to the shareholder is made for this service.
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REDEMPTION OF SHARES PURCHASED DIRECTLY THROUGH THE FUNDS
Redemption by Letter. Redemptions may be made by letter to the Transfer Agent specifying the dollar amount or number of shares to be redeemed, account number and the Fund. The letter must be signed in exactly the same way the account is registered (if there is more than one owner of the Shares, all must sign). In connection with a written redemption request, all signatures of all registered owners or authorized parties must be guaranteed by an Eligible Guarantor Institution, which includes a domestic bank, broker, dealer, credit union, national securities exchange, registered securities association, clearing agency or savings association. The Funds transfer agent, however, may reject redemption instructions if the guarantor is neither a member nor a participant in a signature guarantee program (currently known as STAMP, SEMP, or NYSE MSP). Corporations, partnerships, trusts or other legal entities may be required to submit additional documentation.
Redemption by Wire or Telephone. An investor may redeem shares of the Funds by wire or by telephone if he has checked the appropriate box on the Purchase Application or has filed a Telephone Authorization Form with the Trust. These redemptions may be paid from the applicable Fund by wire or by check. The Trust reserves the right to refuse telephone wire redemptions and may limit the amount involved or the number of telephone redemptions. The telephone redemption procedure may be modified or discontinued at any time by the Trust. Instructions for wire redemptions are set forth in the Purchase Application. The Trust employs reasonable procedures to confirm that instructions communicated by telephone are genuine. For instance, the following information must be verified by the shareholder or securities broker at the time a request for a telephone redemption is effected: (1) shareholders account number; (2) shareholders social security number; and (3) name and account number of shareholders designated securities broker or bank. If the Trust fails to follow these or other established procedures, it may be liable for any losses due to unauthorized or fraudulent instructions.
RETIREMENT PLANS
Shares of the Funds are offered in connection with tax-deferred retirement plans. Application forms and further information about these plans, including applicable fees, are available from the Trust or the Sponsor upon request. The tax law governing tax-deferred retirement plans is complex and changes frequently. Before investing in the Fund through one or more of these plans, an investor should consult his or her tax adviser.
INDIVIDUAL RETIREMENT ACCOUNTS (IRAs)
Shares of the Funds may be used as a funding medium for an IRA. An Internal Revenue Service-approved IRA plan may be available from an investors Servicing Agent. In any event, such a plan is available from the Sponsor naming Citi as custodian. The minimum initial investment for an IRA is $250; the minimum subsequent investment is $100. In general, IRAs are available to individuals who receive compensation or earned income and their spouses whether or not they are active participants in a tax-qualified or Government-approved retirement plan. In general, an IRA contribution by an individual who participates, or whose spouse participates, in a tax-qualified or Government-approved retirement plan may not be deductible, in whole or in part, depending upon the individuals income. Individuals also may establish an IRA to receive a rollover contribution of distributions from another IRA or a qualified plan. Tax advice should be obtained before planning a rollover or determining contribution limits.
DEFINED CONTRIBUTION PLANS
Investors who are self-employed may purchase shares of the Funds for retirement plans for self-employed persons that are known as defined contribution plans (formerly Keogh or H.R. 10 Plans). HSBC offers a prototype plan for money purchase and profit sharing defined contribution plans. The rules governing these plans are complex, and a tax adviser should be consulted.
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SECTION 457 PLAN, 401(K) PLAN, 403(B) PLAN
The Funds may be used as investment vehicles for certain deferred compensation plans provided for by Section 457 of the Code with respect to service for state governments, local governments, rural electric cooperatives and political subdivisions, agencies, instrumentalities, tax-exempt organizations and certain affiliates of such entities. The Funds may also be used as investment vehicles for both 401(k) plans and 403(b) plans.
DIVIDENDS AND DISTRIBUTIONS
Generally, a Funds net investment income consists of the interest and dividend income it earns, less expenses. In computing interest income, premiums are not amortized nor are discounts accrued on long-term debt securities in the Fund, except as required for federal income tax purposes. A Funds net realized capital gains, if any, are distributed to shareholders annually. Additional distributions are also made to each Funds shareholders to the extent necessary to avoid application of the 4% non-deductible federal excise tax on certain undistributed income and net capital gains of regulated investment companies. Shares begin accruing dividends on the day they are purchased.
For the Opportunity Fund and Opportunity Fund (Class I), dividends are distributed monthly. Unless a shareholder elects to receive dividends in cash (subject to the policies of the shareholders Shareholder Servicing Agent or Securities Broker), dividends are distributed in the form of additional full and fractional shares of each Fund.
Certain mortgage-backed securities may provide for periodic or unscheduled payments of principal and interest as the mortgages underlying the securities are paid or prepaid. However, such principal payments (not otherwise characterized as ordinary discount income or bond premium expense) will not normally be considered as income to the Portfolios and Underlying Funds and therefore will not be distributed as dividends to the shareholders of the Funds that invest in the Portfolios and Underlying Funds, respectively. Rather, these payments on mortgage-backed securities generally will be reinvested by the Portfolios and Underlying Funds in accordance with their investment objectives and policies.
DESCRIPTION OF SHARES, VOTING RIGHTS, AND LIABILITIES
The Trusts Agreement and Declaration of Trust permits the Trustees to issue an unlimited number of full and fractional shares of beneficial interest (par value $0.001 per share) and to divide or combine the shares into a greater or lesser number of shares without thereby materially changing the proportionate beneficial interests in the Trust. Currently, the Trust has 21 series of shares, each of which constitutes a separately managed Fund. The Trust reserves the right to create additional series of shares. Currently, the Funds issue separate classes of shares as described under General Information.
Subject to the distinctions permitted among classes of the Trust or any series as established by the Trustees consistent with the requirements of the 1940 Act, each share of the Trust or any series shall represent an equal beneficial interest in the net assets of the Trust or such series, and each shareholder of the Trust or any series shall be entitled to receive such shareholders pro rata share of distributions of income and capital gains, if any, made with respect to the Trust or such series. Upon redemption of the shares of any series, the applicable shareholder shall be paid solely out of the funds and property of such series of the Trust. Except as otherwise provided by the Trustees, shareholders shall have no preemptive or other right to subscribe to any additional shares or other securities issued by the Trust.
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The Trustees may require shareholders to redeem shares for any reason under terms set by the Trustees. When issued, shares are fully paid and non-assessable. The Trustees may, however, cause shareholders, or shareholders of a particular series or class, to pay certain transfer agency, servicing or similar agent charges 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.
Shareholders are entitled to one vote for each share held on matters on which they are entitled to vote (and a proportionate fractional vote for each fraction of a share). The Trust is not required and has no current intention to hold annual meetings of shareholders, although the Trust will hold special meetings of Fund shareholders when in the judgment of the Trustees of the Trust it is necessary or desirable to submit matters for a shareholder vote or as otherwise required by the 1940 Act or other applicable federal law. It is not anticipated that the Trust will hold shareholders meetings unless required by law or its Agreement and Declaration of Trust or By-Laws. On any matters submitted to a vote of the shareholders, all shares of the Trust then entitled to vote shall be voted in aggregate, except: (i) when required by the 1940 Act, shares shall be voted by individual series or class; (ii) when the matter involves any action that the Trustees have determined will affect only the interests of one or more series, then only shareholders of such series shall be entitled to vote thereon; and (iii) when the matter involves any action that the Trustees have determined will affect only the interests of one or more classes, then only the shareholders of such class or classes shall be entitled to vote thereon. Accordingly, shareholders of each series generally vote separately, for example, to approve investment advisory contracts or changes in fundamental investment policies or restrictions, but shareholders of all series may vote together to the extent required under the 1940 Act, such as in the election or selection of Trustees, principal underwriters and accountants for the Trust. Under certain circumstances, the shareholders of one or more series could control the outcome of these votes.
Shares of each class of a series represent an equal pro rata interest in such series and, generally, have identical voting, dividend, liquidation, and other rights, preferences, powers, terms and conditions, except that: (i) each class shall have a different designation; (ii) each class of shares shall bear any class expenses; and (iii) each class shall have separate voting rights on any matter submitted to shareholders in which the interests of one class differ from the interests of any other class. Upon liquidation or dissolution of a Fund, shareholders of the Fund would generally be entitled to share pro rata in the net assets of the Funds available for distribution to shareholders.
The shareholders of the Funds have the power to vote only: (i) for the election or removal of Trustees as and to the extent provided in the Trusts Agreement and Declaration of Trust; (ii) with respect to such additional matters relating to the Trust as may be required by federal law including the 1940 Act, or any registration of the Trust with the SEC (or any successor agency) or any state; and (iii) as the Trustees may otherwise consider necessary or desirable in their sole discretion.
The Trust is an entity of the type commonly known as a Delaware statutory trust. Under Delaware law and the Trusts Agreement and Declaration of Trust, shareholders are entitled to the same limitation of personal liability extended to shareholders of corporations organized under Delaware law. Therefore, shareholders generally will not be subject to personal liability for Fund obligations. The risk that a shareholder will incur personal liability for Fund obligations is limited to the circumstances in which a state court may not apply Delaware law or the terms of the Trusts Agreement and Declaration of Trust.
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OWNERSHIP OF THE FUNDS
As of February 1, 2017, the following persons owned of record 5% or more of a Fund or class of shares:
| Fund/Class | No. of Shares | Percent of the Class | ||
| Total Assets Held by | ||||
| the Shareholder | ||||
| HSBC Opportunity Fund Class A | ||||
| Pershing LLC | ||||
| One Pershing Plaza | 648,953.927 | 67.47% | ||
| Jersey City, NJ 07399 | ||||
| HSBC Opportunity Fund Class B | ||||
| Pershing LLC | ||||
| One Pershing Plaza | 10,434.912 | 100% | ||
| Jersey City, NJ 07399 | ||||
| HSBC Opportunity Fund Class C | ||||
| NFS LLC FEBO | ||||
| FMT CO CUST IRA | ||||
| FBO Keith Alan Ericksen | 3708.417 | 5.02% | ||
| Ft. Myers, FL 33913-7916 | ||||
| Pershing LLC | ||||
| One Pershing Plaza | 61,699.954 | 83.68% | ||
| Jersey City, NJ 07399 | ||||
| HSBC Opportunity Fund Class I | ||||
| Vanguard Fiduciary Trust Company | ||||
| FBO 401K Clients | ||||
| ATTN: Investor Services | 1,480,185.155 | 13.82% | ||
| P.O. Box 2600 | ||||
| Valley Forge, PA 19482-2600 | ||||
| Great West Trust Company LLC TTEE For | ||||
| Trihealth 401K Retirement Savings Plan | ||||
| 8515 E. Orchard Rd. 2T2 | 622,756.501 | 5.81% | ||
| Greenwood Village, CO 80111-5002 | ||||
| NFS LLC FEBO Customers | ||||
| Newport Office Center III | ||||
| 499 Washington Blvd., 5th Floor | 2,220,862.355 | 20.73% | ||
| Jersey City, NJ 07310-2010 | ||||
| Charles Schwab & Co. Inc. | ||||
| Special Custody Acct FBO Customers | 2,152,696.165 | 20.10% | ||
| ATTN: Mutual Funds | ||||
| 101 Montgomery Street | ||||
| San Francisco, CA 94104-4151 | ||||
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| Pershing LLC | ||||
| One Pershing Plaza | 2,270,928.841 | 21.20% | ||
| Jersey City, NJ 07399 | ||||
| HSBC World Selection Aggressive Strategy | ||||
| Fund-Class A | ||||
| Pershing LLC | ||||
| One Pershing Plaza | 772,125.347 | 86.10% | ||
| Jersey City, NJ 07399 | ||||
| HSBC World Selection Aggressive Strategy | ||||
| Fund-Class B | ||||
| Pershing LLC | ||||
| One Pershing Plaza | 158,284.026 | 83.23% | ||
| Jersey City, NJ 07399 | ||||
| LPL Financial | ||||
| 4707 Executive Drive | 10,755.885 | 5.65% | ||
| San Diego, CA 92121-3091 | ||||
| HSBC World Selection Aggressive Strategy | ||||
| Fund-Class C | ||||
| Pershing LLC | ||||
| One Pershing Plaza | 69,573.393 | 100% | ||
| Jersey City, NJ 07399 | ||||
| HSBC World Selection Balanced Strategy | ||||
| Fund-Class A | ||||
| Pershing LLC | ||||
| One Pershing Plaza | 2,142,645.997 | 89.79% | ||
| Jersey City, NJ 07399 | ||||
| HSBC World Selection Balanced Strategy | ||||
| Fund-Class B | ||||
| Pershing LLC | ||||
| One Pershing Plaza | 416,126.693 | 91.19% | ||
| Jersey City, NJ 07399 | ||||
| HSBC World Selection Balanced Strategy | ||||
| Fund-Class C | ||||
| Pershing LLC | ||||
| One Pershing Plaza | 183,854.254 | 96.30% | ||
| Jersey City, NJ 07399 | ||||
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| HSBC World Selection Moderate Strategy | ||||
| Fund-Class A | ||||
| Pershing LLC | ||||
| One Pershing Plaza | 2,163,093.274 | 90.41% | ||
| Jersey City, NJ 07399 | ||||
| HSBC World Selection Moderate Strategy | ||||
| Fund-Class B | ||||
| Pershing LLC | ||||
| One Pershing Plaza | 378,117.169 | 92.65% | ||
| Jersey City, NJ 07399 | ||||
| HSBC World Selection Moderate Strategy | ||||
| Fund-Class C | ||||
| Pershing LLC | ||||
| One Pershing Plaza | 240,949.595 | 99.04% | ||
| Jersey City, NJ 07399 | ||||
| HSBC World Selection Conservative Strategy | ||||
| Fund-Class A | ||||
| Pershing LLC | ||||
| One Pershing Plaza | 733,983.987 | 86.52% | ||
| Jersey City, NJ 07399 | ||||
| HSBC World Selection Conservative Strategy | ||||
| Fund-Class B | ||||
| Pershing LLC | ||||
| One Pershing Plaza | 275,470.986 | 92.09% | ||
| Jersey City, NJ 07399 | ||||
| HSBC World Selection Conservative Strategy | ||||
| Fund-Class C | ||||
| Pershing LLC | ||||
| One Pershing Plaza | 176,269.8 | 94.91% | ||
| Jersey City, NJ 07399 | ||||
| HSBC World Selection Income Strategy Fund- | ||||
| Class A | ||||
| UMB Bank NA | ||||
| Custody IRA FBO Daniel J. Anniello | 2,578.713 | 14.58% | ||
| New York, NY 10010-3046 | ||||
| NFS LLC | ||||
| FMTC Rollover IRA FBO June Austin | 2,659.691 | 15.04% | ||
| Glenfield, NY 13343-1912 | ||||
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| NFS LLC | ||||
| FMTC Roth IRA FBO Sandra J. Terry | 972.156 | 5.50% | ||
| Castorland, NY 13620-3112 | ||||
| Pershing LLC | ||||
| One Pershing Plaza | 10,596.823 | 59.95% | ||
| Jersey City, NJ 07399 | ||||
| HSBC World Selection Income Strategy Fund- | ||||
| Class B | ||||
| NFS LLC | ||||
| FMTC IRA FBO Wendell Lupton | 4,090.635 | 15.33% | ||
| Bradenton, FL 34207-3851 | ||||
| Pershing LLC | ||||
| One Pershing Plaza | 22,583.74 | 84.66% | ||
| Jersey City, NJ 07399 | ||||
| HSBC World Selection Income Strategy Fund- | ||||
| Class C | ||||
| Pershing LLC | ||||
| One Pershing Plaza | 42,521.786 | 99.28% | ||
| Jersey City, NJ 07399 | ||||
TAXATION
Set forth below is a discussion of certain U.S. federal income tax issues concerning the Funds and the purchase, ownership, and disposition of Fund shares. This discussion does not purport to be complete or to deal with all aspects of federal income taxation that may be relevant to shareholders in light of their particular circumstances. This discussion is based upon present provisions of the Code, the regulations promulgated thereunder, and judicial and administrative ruling authorities, all of which are subject to change, which change may be retroactive. Prospective investors should consult their own tax adviser with regard to the federal tax consequences of the purchase, ownership, or disposition of Fund shares, as well as the tax consequences arising under the laws of any state, foreign country, or other taxing jurisdiction.
TAX STATUS OF THE FUNDS
The Funds each intend to be taxed as a regulated investment company under Subchapter M of the Code. Accordingly, each Fund must, among other things: (a) derive in each taxable year at least 90% of its gross income from dividends, interest, payments with respect to certain securities loans, and gains from the sale or other disposition of stock, securities, foreign currencies, net income derived from an interest in a qualified publicly traded partnership or other income derived with respect to its business of investing in such stock, securities or currencies; and (b) diversify its holdings so that, at the end of each fiscal quarter, (i) at least 50% of the value of the Funds total assets is represented by cash and cash items, U.S. Government securities, the securities of other regulated investment companies and other securities, with such other securities limited, in respect of any one issuer, to an amount not greater than 5% of the value of the Funds total assets and 10% of the outstanding voting securities of such issuer, and (ii) not more than 25% of the value of its total assets is invested in the securities of any one issuer (other than U.S. Government securities and the securities of other regulated investment companies), in two or more issuers that the Fund controls and which are engaged in the same or similar trades or businesses or of one or more qualified publicly traded partnerships.
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If for any taxable year a Fund does not qualify for federal tax treatment as a regulated investment company, all of the Funds net taxable investment income would (unless certain cure provisions apply) be subject to federal and, potentially, state income tax at regular corporate rates without any deduction for distributions to its shareholders. In such event, dividend distributions (including amounts derived from interest on municipal securities) would be taxable to a Funds shareholders to the extent of the Funds current and accumulated earnings and profits.
As a regulated investment company, a Fund generally is not subject to U.S. federal income tax on income and gains that it distributes to shareholders, if at least 90% of the Funds investment company taxable income (which includes, among other items, dividends, interest and the excess of any net short-term capital gains over net long-term capital losses) for the taxable year is distributed (i.e., the 90% distribution requirement). Each Fund intends to distribute all or substantially all of such income.
Amounts not distributed on a timely basis in accordance with a calendar year distribution requirement are subject to a nondeductible 4% excise tax at the Fund level. To avoid the tax, each Fund must generally distribute during each calendar year an amount equal to the sum of: (1) at least 98% of its ordinary income (taking into account certain deferrals and elections) for the calendar year; (2) at least 98.2% of its capital gains in excess of its capital losses (adjusted for certain ordinary losses) for a one-year period generally ending on October 31 of the calendar year; and (3) all ordinary income and capital gains for previous years that were not distributed or taxed during such years. To avoid application of the excise tax, the Funds intend to make distributions in accordance with the calendar year distribution requirement.
A distribution will be treated as paid on December 31 of a calendar year if it is declared by a Fund in October, November or December of that year with a record date in such a month and paid by the Fund during January of the following year. Such a distribution will be taxable to shareholders in the calendar year in which the distribution is declared, rather than the calendar year in which it is received.
THE PORTFOLIO
The Portfolio has obtained a ruling from the Internal Revenue Service that the Portfolio will be treated as a partnership for federal income tax purposes. For purposes of determining whether a Fund satisfies the income and diversification tests to maintain its status as a regulated investment company, the Fund, as an investor in the Portfolio, will be deemed to own a proportionate share of the Portfolios income and assets.
DISTRIBUTIONS IN GENERAL
Distributions of investment company taxable income are generally taxable to a U.S. shareholder as ordinary income, whether paid in cash or shares (see below for information concerning reduced rates of tax for certain dividends exempt-interest dividends and capital gain dividends). Dividends paid by a Fund to a corporate shareholder, to the extent such dividends are attributable to dividends received by the Fund from U.S. corporations, may, subject to limitation, be eligible for the dividends received deduction. However, the alternative minimum tax applicable to corporations may reduce the value of the dividends received deduction.
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Generally, the maximum tax rate for individual taxpayers on long-term capital gains and on certain qualifying dividends on corporate stock is 15% or 20%, depending on whether the individuals income exceeds certain threshold amounts. These rates do not apply to corporate taxpayers. Each Fund will be able to separately report distributions of any qualifying long-term capital gains or qualifying dividends earned by the Fund that would be eligible for the lower maximum rate. A shareholder would also have to satisfy a more than 60-day holding period as well as other requirements with respect to any distributions of qualifying dividends in order to obtain the benefit of the lower rate. Distributions from Funds investing in bonds and other debt instruments will generally not qualify for the lower rates. Note that distributions of earnings from dividends paid by qualified foreign corporations can also qualify for the lower tax rates on qualifying dividends. Qualified foreign corporations are corporations incorporated in a U.S. possession, corporations whose stock is readily tradable on an established securities market in the U.S., and corporations eligible for the benefits of a comprehensive income tax treaty with the United States, which satisfy certain other requirements. Passive foreign investment companies are not treated as qualified foreign corporations.
The excess of net long-term capital gains over net short-term capital losses realized, distributed and properly designated by a Fund, whether paid in cash or reinvested in Fund shares, will generally be taxable to shareholders as long-term capital gain, regardless of how long a shareholder has held Fund shares. Capital gain distributions made to individuals are generally subject to a maximum federal income tax rate of 15% or 20%, depending on whether the individuals income exceeds certain threshold amounts. Net capital gains from assets held for one year or less will be taxed as ordinary income.
An additional 3.8% Medicare tax is imposed on certain net investment income (including ordinary dividends and capital gain distributions received from a Fund and net gains from redemptions or other taxable dispositions of Fund shares) of U.S. individuals, estates and trusts to the extent that such persons modified adjusted gross income (in the case of an individual) or adjusted gross income (in the case of an estate or trust) exceeds certain threshold amounts.
Shareholders receiving distributions in the form of additional shares will be taxed on the amount of such distribution and will have a cost basis for federal income tax purposes in each share received equal to the amount of the cash the shareholder could have received. Shareholders will be notified annually as to the U.S. federal tax status of distributions.
If the NAV of shares is reduced below a shareholders cost as a result of a distribution by a Fund, such distribution generally will be taxable even though it represents a partial return of invested capital. Investors should be careful to consider the tax implications of buying shares of a Fund just prior to a distribution. The price of shares purchased at this time will include the amount of the forthcoming distribution, but the distribution will generally be taxable to the shareholder.
SALE, EXCHANGE, OR REDEMPTION OF SHARES
Upon a redemption, sale or exchange of shares of a Fund, a shareholder will realize a taxable gain or loss depending upon his or her basis in the shares. A gain or loss will be treated as capital gain or loss if the shares are capital assets in the shareholders hands, and the rate of tax will depend upon the shareholders holding period for the shares. If an individual shareholder has held the shares as a capital asset for more than one year, the maximum current federal income tax rate is generally 15% or 20%, depending on whether the shareholders income exceeds certain threshold amounts. Any loss realized from a disposition of Fund shares that were held for six months or less will be disallowed to the extent that dividends received from a Fund are designated as exempt-interest dividends. Any loss realized on a redemption, sale or exchange also will be disallowed to the extent the shares disposed of are replaced (including through reinvestment of dividends) within a period of 61 days, beginning 30 days before and ending 30 days after the shares are disposed of. In such a case, the basis of the shares acquired will be adjusted to reflect the disallowed loss. If a shareholder holds Fund shares for six months or less and during that period receives a distribution taxable to the shareholder as long-term capital gain, any loss realized on the sale of such shares during such six-month period would be a long-term loss to the extent of such distribution.
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The Code requires the Funds to report to the Internal Revenue Service, and furnish to Fund shareholders, cost basis information for Fund shares purchased on or after January 1, 2012, and sold on or after that date. The Funds will permit Fund shareholders to elect from among several cost basis methods accepted by the Internal Revenue Service, including average cost. In the absence of an election by a shareholder, the Funds will use the average cost method with respect to that shareholder.
If, within 90 days after purchasing Fund shares with a sales charge, a shareholder exchanges the shares and acquires new shares at a reduced (or without any) sales charge pursuant to a right acquired with the original shares prior to February 1st of the calendar year following the initial acquisition of Fund shares, prior to February 1st of the calendar year following the initial acquisition of Fund shares, then the shareholder may not take the original sales charge into account in determining the shareholders gain or loss on the disposition of the shares. Gain or loss will generally be determined by excluding all or a portion of the sales charge from the shareholders tax basis in the exchanged shares, and the amount excluded will be treated as an amount paid for the new shares.
BACKUP WITHHOLDING
The Funds generally will be required to withhold federal income tax at a rate of 28% (backup withholding) from dividends paid, capital gain distributions, and redemption proceeds to shareholders if: (1) the shareholder fails to furnish the Funds with the shareholders correct taxpayer identification number or social security number; (2) the IRS notifies the shareholder or the Funds that the shareholder has failed to report properly certain interest and dividend income to the IRS and to respond to notices to that effect; or (3) when required to do so, the shareholder fails to certify that he or she is not subject to backup withholding. Any amounts withheld may be credited against the shareholders federal income tax liability.
OTHER TAXATION
Distributions may be subject to additional state and local taxes, depending on each shareholders particular situation.
FOREIGN SHAREHOLDERS
Taxation of a shareholder who, as to the United States, is a nonresident alien individual, foreign trust or estate, or foreign corporation or foreign partnership ("foreign shareholder"), depends on whether the income from a Fund is "effectively connected" with a U.S. trade or business carried on by such shareholder. If the income from a Fund is not effectively connected with a U.S. trade or business carried on by a foreign shareholder, ordinary income dividends (including distributions of any net short-term capital gains) will generally be subject to U.S. withholding tax at the rate of 30% (or lower treaty rate) upon the gross amount of the dividend. Note that the preferential rate of tax applicable to qualified dividend income (discussed above) does not apply to dividends paid to foreign shareholders. Such a foreign shareholder would generally be exempt from U.S. federal income tax on gains realized on the sale of shares of a Fund, and distributions of net long-term capital gains that are designated as capital gain dividends. If the income from a Fund is effectively connected with a U.S. trade or business carried on by a foreign shareholder, then ordinary income dividends, capital gain dividends and any gains realized upon the sale of shares of a Fund will be subject to U.S. federal income tax at the rates applicable to U.S. citizens or domestic corporations. If the Funds elect to report distributions derived from certain U.S. source interest and short-term capital gains, such distributions may be paid to foreign shareholders free of withholding. However, depending on the circumstances, a Fund may designate all, some or none of the Funds potentially eligible dividends as eligible for this exemption, and a portion of the Fund's distributions (e.g. interest from non-U.S. sources or any foreign currency gains) would be ineligible for this potential exemption from withholding.
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The Funds are required to withhold U.S. tax (at a 30% rate) on payments of taxable dividends and (effective January 1, 2019) redemption proceeds and certain capital gain dividends made to certain non-U.S. entities that fail to comply (or be deemed compliant) with extensive new reporting and withholding requirements designed to inform the U.S. Department of the Treasury of U.S.-owned foreign investment accounts. Shareholders may be requested to provide additional information to the Funds to enable the Funds to determine whether withholding is required.
The tax consequences to a foreign shareholder entitled to claim the benefits of an applicable tax treaty may be different from those described herein. Foreign shareholders are urged to consult their own tax advisers with respect to the particular tax consequences to them of an investment in the Funds, including the applicability of the U.S. estate tax and foreign taxes.
FUND INVESTMENTS
With respect to the World Selection Funds, for purposes of this section, the term Fund also includes the Underlying Funds.
Market Discount. If the Portfolio or a Fund purchases a debt security in the secondary market at a price lower than the stated redemption price at maturity of such debt security, the excess of the stated redemption price over the purchase price is market discount. If the amount of market discount is more than a de minimis amount, a portion of such market discount must be included as ordinary income (not capital gain) by a Fund in respect of each taxable year in which the Fund owns an interest in such debt security and receives a principal payment on it. In particular, a Fund will be required to allocate that principal payment first to the portion of the market discount on the debt security that has accrued but has not previously been includable in income. In general, the amount of market discount that must be included for each period is equal to the lesser of (i) the amount of market discount accruing during such period (plus any accrued market discount for prior periods not previously taken into account) or (ii) the amount of the principal payment with respect to such period. Generally, market discount accrues on a daily basis for each day the debt security is held by a Fund, at a constant rate over the time remaining to the debt securitys maturity or, at the election of the Fund, at a constant yield to maturity, which takes into account the semi-annual compounding of interest. Gain realized on the disposition of a market discount obligation must be recognized as ordinary interest income (not capital gain) to the extent of the accrued market discount not previously taken into account.
Original Issue Discount. Certain debt securities acquired by a Fund may be treated as debt securities that were originally issued at a discount. Very generally, original issue discount is defined as the difference between the price at which a security was issued and its stated redemption price at maturity. Although a Fund receives no actual cash income from such a discount, original issue discount that accrues on debt securities in a given year generally are treated for federal income tax purposes as interest and, therefore, such income would be subject to the distribution requirements applicable to regulated investment companies. Some debt securities may be purchased by a Fund at a discount that exceeds the original issue discount on such debt securities, if any. This additional discount generally represents market discount for federal income tax purposes (see above).
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Options, Futures and Forward Contracts. Any regulated futures contracts and certain options (namely, nonequity options and dealer equity options) in which a Fund may invest may be section 1256 contracts. Gains (or losses) on these contracts generally are considered to be 60% long-term and 40% short-term capital gains or losses. Also, section 1256 contracts held by a Fund at the end of each taxable year (and on certain other dates prescribed in the Code) are marked to market with the result that unrealized gains or losses are treated as though they were realized.
Transactions in options, futures and forward contracts undertaken by a Fund may result in straddles for federal income tax purposes. The straddle rules may affect the character of gains (or losses) realized by a Fund, and losses realized by the Fund on positions that are part of a straddle may be deferred under the straddle rules rather than being taken into account in calculating the taxable income for the taxable year in which the losses are realized. In addition, certain carrying charges (including any interest expense) associated with positions in a straddle may be required to be capitalized rather than deducted currently. Certain elections that the Fund may make with respect to its straddle positions may also affect the amount, character and timing of the recognition of gains or losses from the affected positions.
Because only a few regulations implementing the straddle rules have been promulgated, the consequences of such transactions to the Portfolio are not entirely clear. The straddle rules may increase the amount of short-term capital gain realized by the Portfolio, which is characterized as ordinary income when distributed to shareholders. Because application of the straddle rules may affect the character of gains or losses, defer losses and/or accelerate the recognition of gains or losses from the affected straddle positions, the amount which must be distributed to shareholders as ordinary income or long-term capital gain may be increased or decreased substantially as compared to a Fund that did not engage in such transactions.
Certain hedging activities may cause a dividend that would otherwise be subject to the lower tax rate applicable to a qualifying dividend, to instead be subject to the rate of tax applicable to ordinary income.
Constructive Sales. Under certain circumstances, the Fund may recognize gain from a constructive sale of an appreciated financial position it holds if it enters into a short sale, forward contract or other transaction that substantially reduces the risk of loss with respect to the appreciated position. In that event, a Fund would be treated as if it had sold and immediately repurchased the property and would be taxed on any gain (but not loss) from the constructive sale. The character of gain from a constructive sale would depend upon a Funds holding period in the property. Loss from a constructive sale would be recognized when the property was subsequently disposed of, and its character would depend on a Funds holding period and the application of various loss deferral provisions of the Code. Constructive sale treatment does not apply to transactions if such transaction is closed before the end of the 30th day after the close of a Funds taxable year and the Fund holds the appreciated financial position throughout the 60-day period beginning with the day such transaction was closed.
SPECIAL TAX CONSIDERATIONS FOR THE WORLD SELECTION FUNDS
For purposes of this section, the term Fund also includes the Underlying Funds.
A Fund may elect to pass-through tax credits from certain eligible tax credit bonds to its shareholders. If a Fund so elects, the Funds shareholders will be required to include additional amounts attributable to the credit in their income.
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The World Selection Funds will not be able to offset gains distributed by one Underlying Fund in which they invest against losses in another Underlying Fund in which they invest. Redemptions of shares in an Underlying Fund, including those resulting from changes in the allocation among Underlying Funds, could also cause additional distributable gains to shareholders of the World Selection Funds. A portion of any such gains may be short-term capital gains that would be distributable as ordinary income to shareholders of the World Selection Funds. Further, a portion of losses on redemptions of shares in the Underlying Funds may be deferred under the wash sale rules. As a result of these factors, the use of the fund of funds structure by the World Selection Funds could therefore affect the amount, timing and character of distributions to shareholders.
FOREIGN TAX ISSUES
Passive Foreign Investment Companies. The Funds may invest in stocks of foreign companies that are considered as passive foreign investment companies (PFICs) under the Code. In general, a foreign company is considered a PFIC if at least 50% of its assets constitute investment-type assets or 75% or more of its gross income constitutes investment-type income. In general, under the PFIC rules, an excess distribution received with respect to PFIC stock is treated as having been realized ratably over the period during which the Funds held the PFIC stock. A Fund itself will be subject to tax on the portion, if any, of the excess distribution that is allocated to that Funds holding period in prior taxable years (and an interest factor will be added to the tax, as if the tax had actually been payable in such prior taxable years) even though that Fund distributes the corresponding income to shareholders. Excess distributions include any gain from the sale of PFIC stock as well as certain distributions from a PFIC. All excess distributions are characterized as ordinary income.
The Funds may be able to elect alternative tax treatment with respect to PFIC stock. Under an election that currently may be available, a Fund generally would be required to include in its gross income its share of the earnings of a PFIC on a current basis, regardless of whether any distributions are received from the PFIC. If this election is made, the special rules, discussed above, relating to the taxation of excess distributions, would not apply. Alternatively, each Fund may be able to elect to mark to market its PFIC stock, resulting in the stock being treated as having been sold at fair market value on the last business day of each taxable year. Any resulting gain would be reported by a Fund as ordinary income, and mark-to-market losses and any loss from an actual disposition of the Funds shares would be deductible by the Fund as ordinary losses to the extent of any net mark-to-market gains included in income in prior taxable years.
Alternatively a Fund may be able to elect to treat a PFIC investment as a qualified electing fund upon the condition precedent that the PFIC furnishes a PFIC annual information statement to the Fund. Under this election the Fund would be required to annually recognize its pro-rata share of net income and net capital gains of the PFIC regardless of whether they are actually distributed by the PFIC.
Because the application of the PFIC rules may affect, among other things, the character of gains, the amount of gain or loss and the timing of the recognition of income with respect to PFIC stock, as well as subject each Fund itself to tax on certain income from PFIC stock, the amount that must be distributed to shareholders, and which will be taxed to shareholders as ordinary income or long-term capital gain, may be increased or decreased substantially as compared to a fund that did not invest in PFIC stock. Note that distributions from a PFIC are not eligible for the reduced rate of tax on qualifying dividends.
Foreign Taxes. Income received by the Funds from sources within foreign countries may be subject to withholding and other income or similar taxes imposed by such countries. If more than 50% of the value of a Funds total assets at the close of its taxable year consists of securities of foreign corporations, or if at least 50% of the value of a Funds total assets at the close of each quarter of its taxable year is represented by interests in other regulated investment companies, and the Fund distributes at least 90% of its investment company taxable income, that Fund will be eligible and may (or may not) elect to pass through to that Funds shareholders the amount of qualifying foreign taxes paid by the Fund (the pass-through election). Pursuant to this election, a shareholder will be required to include in gross income (in addition to taxable dividends actually received) his pro rata share of the qualifying foreign taxes paid by a Fund, and will be entitled either to deduct (as an itemized deduction) his pro rata share of foreign income and similar taxes in computing his taxable income or to use it as a foreign tax credit against his U.S. federal income tax liability, subject to limitations. No deduction for foreign taxes may be claimed by a shareholder who does not itemize deductions, but such a shareholder may be eligible to claim the foreign tax credit (see below). No credit may be claimed by a shareholder with respect to Fund shares that have been held less than 16 days. Each shareholder will be notified after the close of a Funds taxable year whether the foreign taxes paid by the Fund will pass through for that year.
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Generally, a credit for foreign taxes is subject to the limitation that it may not exceed the shareholders U.S. tax attributable to his foreign source taxable income. For this purpose, if the pass-through election is made, the source of a Funds income flows through to its shareholders. With respect to each Fund, gains from the sale of securities may be treated as derived from U.S. sources and certain currency fluctuation gains including fluctuation gains from foreign currency denominated debt securities, receivables and payables, may be treated as derived from U.S. sources. The limitation on the foreign tax credit is applied separately to foreign source passive income (as defined for purposes of the foreign tax credit), including the foreign source passive income passed through by a Fund. Shareholders may be unable to claim a credit for the full amount of their proportionate share of the foreign taxes paid by a Fund. If a Fund is not eligible to, or does not, make the pass-through election, the foreign income taxes it pays generally will reduce investment company taxable income and the distributions by a Fund will be treated as United States source income. Furthermore, the amount of the foreign tax credit that is available to a shareholder may be limited to the extent that dividends from a foreign corporation qualify for the lower tax rate on qualifying dividends.
Foreign Currency. Under the Code, gains or losses attributable to fluctuations in foreign currency exchange rates which occur between the time a Fund accrues income or other receivables or accrues expenses or other liabilities denominated in a foreign currency and the time the Fund actually collects such receivables or pays such liabilities generally are treated as ordinary income or ordinary loss. Similarly, on disposition of some investments, including debt securities and certain forward contracts denominated in a foreign currency, gains or losses attributable to fluctuations in the value of foreign currency between the date of acquisition of the security or contract and the date of disposition also are treated as ordinary gain or loss. These gains and losses, referred to under the Code as section 988 gains and losses, may increase or decrease the amount of a Funds net investment income to be distributed to its shareholders as ordinary income. For example, fluctuations in exchange rates may increase the amount of income that each Fund must distribute in order to qualify for treatment as a regulated investment company and to prevent application of an excise tax on undistributed income. Alternatively, fluctuations in exchange rates may decrease or eliminate income available for distribution. If section 988 losses exceed other net investment income during a taxable year, a Fund would not be able to make ordinary dividend distributions, and any distributions made before the losses were realized would be recharacterized as a return of capital to shareholders for federal income tax purposes, rather than as an ordinary dividend, reducing each shareholders basis in his or her Fund shares.
As described above, at least 90% of a Funds gross income for each taxable year must be Qualifying Income. The Code expressly confers upon the Secretary of the Treasury of the United States the authority to issue tax regulations that would exclude income and gains from investments in foreign currencies from treatment as Qualifying Income in cases in which the foreign currency income or gains are not directly related to the companys principal business of investing in stocks or securities (or options or futures with respect to such stocks or securities). In light of this grant of regulatory authority, there is no assurance that the Secretary will not issue such regulations. Moreover, there is a remote possibility that such regulations may be applied retroactively, which could affect the ability of a Fund to qualify as a RIC.
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OTHER INFORMATION
CAPITALIZATION
The Trust is an open-end, management investment company formed as a statutory trust under the laws of the State of Delaware on March 2, 2016. The Funds were previously series of HSBC Funds or HSBC Advisor Funds Trust, different legal entities organized as a Massachusetts business trust and New York trust, respectively (together, the Predecessor Trusts). In 2016, at a special meeting of shareholders, the shareholders of each series of the Predecessor Trusts (the Predecessor Funds) approved the reorganization of the Predecessor Funds with and into corresponding shell series of the Trust. The shell series of the Trust succeeded to the accounting and performance histories of the Predecessor Funds. Any historical information provided for a Fund that relates to periods prior to June 24, 2016 is that of the corresponding Predecessor Fund.
The HSBC Predecessor Trust was a Massachusetts business trust established under a Declaration of Trust dated April 22, 1987, as a successor to two previously-existing Massachusetts business trusts, Fund Trust Tax-Free Trust (organized on July 30, 1986) and Fund Vest (organized on July 17, 1984, and since renamed Fund Source). Prior to October 3, 1994, the name of the Predecessor Trust was Fund Trust. Prior to April 12, 2001, the name of the Predecessor Trust was Republic Funds. Prior to February 28, 2012, the name of the Predecessor Trust was HSBC Investor Funds. The HSBC Advisor Funds Trust Predecessor Trust was a Massachusetts business trust established under a Declaration of Trust dated April 5, 1996.
The capitalization of the Trust consists solely of an unlimited number of shares of beneficial interest with a par value of $0.001 each. The Board of Trustees may establish additional series (with different investment objectives and fundamental policies) and classes of shares within each series at any time in the future. Establishment and offering of additional classes or series will not alter the rights of the Funds shareholders.
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Trustees has appointed PricewaterhouseCoopers LLP (PwC) as the independent registered public accounting firm of the Trust. PwC audits the Trusts annual financial statements and prepares the Trusts income tax returns. PwCs address is 300 Madison Ave., New York, NY 10017.
COUNSEL
Dechert LLP, 1900 K Street, N.W., Washington, D.C. 20006, advises on certain legal matters in connection with the shares of the Funds offered by the Trust, and also acts as counsel to the Trust. Stradley Ronon Stevens & Young, LLP, 1250 Connecticut Avenue, N.W. Suite 500, Washington, DC 20036, acts as counsel to the Independent Trustees of the Trust.
CODE OF ETHICS
The Trust, and each of the Adviser, the Subadvisers and Citi have adopted a code of ethics, as required by applicable law, including Rule 17j-1 under the 1940 Act, which is designed to prevent affiliated persons of the Trust, the Adviser, the Subadvisers and Citi from engaging in deceptive, manipulative, or fraudulent activities in connection with securities held or to be acquired by the Fund (which may also be held by persons subject to a code). Such persons are prohibited from effecting certain transactions, allowed to effect certain exempt transactions, required to pre-clear certain transactions and to report certain transactions on a regular basis.
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REGISTRATION STATEMENT
This SAI and the Prospectuses do not contain all the information included in the Trusts registration statement filed with the SEC under the 1933 Act with respect to shares of a Fund, certain portions of which have been omitted pursuant to the rules and regulations of the SEC. The registration statement, including the exhibits filed therewith, may be examined at the office of the SEC in Washington, D.C. or on the SECs website at http://www.sec.gov.
Statements contained herein and in the Prospectuses as to the contents of any contract or other document referred to are not necessarily complete, and, in each instance, reference is made to the copy of such contract or other document that was filed as an exhibit to the registration statement, each such statement being qualified in all respects by such reference.
FINANCIAL STATEMENTS
Each Funds current audited financial statements (and the audited financial statements of the corresponding Portfolios) dated October 31, 2016 have been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as indicated in its report with respect thereto, and are hereby incorporated herein by reference from the Annual Report of the Funds dated October 31, 2016, as filed with the SEC. Copies of the report will be provided without charge to each person receiving this SAI.
SHAREHOLDER INQUIRIES
All shareholder inquiries should be directed to the Trust, P.O. Box 8106, Boston, MA 02266-8106.
GENERAL AND ACCOUNT INFORMATION: (800) 782-8183 (TOLL FREE)
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APPENDIX A
DESCRIPTION OF SECURITY RATINGS
STANDARD & POORS
Long-Term Issue Credit Ratings
Issue credit ratings are based, in varying degrees, on Standard & Poor's analysis of the following considerations:
| ● | Likelihood of payment capacity and
willingness of the obligor to meet its financial commitment on an
obligation in accordance with the terms of the obligation; |
| ● | Nature of and provisions of the obligation;
|
| ● | Protection afforded by, and relative position of, the obligation in the event of bankruptcy, reorganization, or other arrangement under the laws of bankruptcy and other laws affecting creditors rights. |
Issue ratings are an assessment of default risk, but may incorporate an assessment of relative seniority or ultimate recovery in the event of default. Junior obligations are typically rated lower than senior obligations, to reflect the lower priority in bankruptcy, as noted above. (Such differentiation may apply when an entity has both senior and subordinated obligations, secured and unsecured obligations, or operating company and holding company obligations.)
AAA An obligation rated AAA has the highest rating assigned by Standard & Poors. The obligors capacity to meet its financial commitment on the obligation is extremely strong.
AA An obligation rated AA differs from the highest-rated obligations only to a small degree. The obligors capacity to meet its financial commitment on the obligation is very strong.
A An obligation rated A is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligations in higher-rated categories. However, the obligors capacity to meet its financial commitment on the obligation is still strong.
BBB An obligation rated BBB exhibits adequate protection parameters. However, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity of the obligor to meet its financial commitment on the obligation.
BB, B, CCC, CC, and C Obligations rated 'BB', 'B', 'CCC', 'CC', and 'C' are regarded as having significant speculative characteristics. 'BB' indicates the least degree of speculation and 'C' the highest. While such obligations will likely have some quality and protective characteristics, these may be outweighed by large uncertainties or major exposures to adverse conditions.
BB An obligation rated 'BB' is less vulnerable to nonpayment than other speculative issues. However, it faces major ongoing uncertainties or exposure to adverse business, financial, or economic conditions which could lead to the obligor's inadequate capacity to meet its financial commitment on the obligation.
A-1
B An obligation rated 'B' is more vulnerable to nonpayment than obligations rated 'BB', but the obligor currently has the capacity to meet its financial commitment on the obligation. Adverse business, financial, or economic conditions will likely impair the obligor's capacity or willingness to meet its financial commitment on the obligation.
CCC An obligation rated 'CCC' is currently vulnerable to nonpayment, and is dependent upon favorable business, financial, and economic conditions for the obligor to meet its financial commitment on the obligation. In the event of adverse business, financial, or economic conditions, the obligor is not likely to have the capacity to meet its financial commitment on the obligation.
CC An obligation rated CC is currently highly vulnerable to nonpayment.
C A 'C' rating is assigned to obligations that are currently highly vulnerable to nonpayment, obligations that have payment arrearages allowed by the terms of the documents, or obligations of an issuer that is the subject of a bankruptcy petition or similar action which have not experienced a payment default. Among others, the 'C' rating may be assigned to subordinated debt, preferred stock or other obligations on which cash payments have been suspended in accordance with the instrument's terms or when preferred stock is the subject of a distressed exchange offer, whereby some or all of the issue is either repurchased for an amount of cash or replaced by other instruments having a total value that is less than par.
D An obligation rated 'D' is in payment default. The 'D' rating category is used when payments on an obligation, including a regulatory capital instrument, are not made on the date due even if the applicable grace period has not expired, unless Standard & Poor's believes that such payments will be made during such grace period. The 'D' rating also will be used upon the filing of a bankruptcy petition or the taking of similar action if payments on an obligation are jeopardized. An obligation's rating is lowered to 'D' upon completion of a distressed exchange offer, whereby some or all of the issue is either repurchased for an amount of cash or replaced by other instruments having a total value that is less than par.
Plus (+) or Minus (-) The ratings from AA to CCC may be modified by the addition of a plus (+) or minus (-) sign to show relative standing within the major rating categories.
NR This indicates that no rating has been requested, that there is insufficient information on which to base a rating, or that Standard & Poor's does not rate a particular obligation as a matter of policy.
Municipal Short-Term Note Ratings
A Standard & Poor's U.S. municipal note rating reflects Standard & Poor's opinion about the liquidity factors and market access risks unique to the notes. Notes due in three years or less will likely receive a note rating. Notes with an original maturity of more than three years will most likely receive a long-term debt rating. In determining which type of rating, if any, to assign, Standard & Poor's analysis will review the following considerations:
| ● | Amortization schedule the larger the final
maturity relative to other maturities, the more likely it will be treated
as a note; and |
| ● | Source of payment the more dependent the issue is on the market for its refinancing, the more likely it will be treated as a note. |
A-2
Note rating symbols are as follows:
SP-1 Strong capacity to pay principal and interest. An issue determined to possess a very strong capacity to pay debt service is given a plus (+) designation.
SP-2 Satisfactory capacity to pay principal and interest, with some vulnerability to adverse financial and economic changes over the term of the notes.
SP-3 Speculative capacity to pay principal and interest.
Short-Term Issue Credit Ratings
A-1 A short-term obligation rated 'A-1' is rated in the highest category by Standard & Poor's. The obligor's capacity to meet its financial commitment on the obligation is strong. Within this category, certain obligations are designated with a plus sign (+). This indicates that the obligor's capacity to meet its financial commitment on these obligations is extremely strong.
A-2 A short-term obligation rated 'A-2' is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligations in higher rating categories. However, the obligor's capacity to meet its financial commitment on the obligation is satisfactory.
A-3 A short-term obligation rated 'A-3' exhibits adequate protection parameters. However, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity of the obligor to meet its financial commitment on the obligation.
Variable Rate Demand Obligations:
Standard & Poor's assigns "dual" ratings to all debt issues that have a put option or demand feature as part of their structure. The first rating addresses the likelihood of repayment of principal and interest as due, and the second rating addresses only the demand feature. The long-term rating symbols are used for bonds to denote the long-term maturity and the short-term rating symbols for the put option (for example, 'AAA/A-1+'). With U.S. municipal short-term demand debt, note rating symbols are used with the short-term issue credit rating symbols (for example, 'SP-1+/A-1+').
MOODYS INVESTORS SERVICE (Moodys)
Long-Term Obligation Ratings
Moodys long-term ratings are opinions of the relative credit risk of financial obligations with an original maturity of one year or more. They address the possibility that a financial obligation will not be honored as promised. Such ratings use Moodys Global Scale and reflect both the likelihood of default and any financial loss suffered in the event of default.
Aaa Obligations rated Aaa are judged to be of the highest quality, with minimal credit risk.
Aa Obligations rated Aa are judged to be of high quality and are subject to very low credit risk.
A Obligations rated A are considered upper-medium grade and are subject to low credit risk.
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Baa Obligations rated Baa are subject to moderate credit risk. They are considered medium grade and as such may possess certain speculative characteristics.
Ba Obligations rated Ba are judged to have speculative elements and are subject to substantial credit risk.
B Obligations rated B are considered speculative and are subject to high credit risk.
Caa Obligations rated Caa are judged to be of poor standing and are subject to very high credit risk.
Ca Obligations rated Ca are highly speculative and are likely in, or very near, default, with some prospect of recovery of principal and interest.
C Obligations rated C are the lowest rated class and are typically in default, with little prospect for recovery of principal or interest.
Note Moodys appends numerical modifiers 1, 2, and 3 to each generic rating classification from Aa through Caa. The modifier 1 indicates that the obligation ranks in the higher end of its generic rating category; the modifier 2 indicates a mid-range ranking; and the modifier 3 indicates a ranking in the lower end of that generic rating category.
U.S. Municipal Short Term Obligation Ratings
MIG 1 This designation denotes superior credit quality. Excellent protection is afforded by established cash flows, highly reliable liquidity support, or demonstrated broad-based access to the market for refinancing.
MIG 2 This designation denotes strong credit quality. Margins of protection are ample, although not as large as in the preceding group.
MIG 3 This designation denotes acceptable credit quality. Liquidity and cash-flow protection may be narrow, and market access for refinancing is likely to be less well-established.
SG This designation denotes speculative-grade credit quality. Debt instruments in this category may lack sufficient margins of protection.
Demand Obligation Ratings
In the case of variable rate demand obligations (VRDOs), a two-component rating is assigned; a long or short-term debt rating and a demand obligation rating. The first element represents Moodys evaluation of the degree of risk associated with scheduled principal and interest payments. The second element represents Moodys evaluation of the degree of risk associated with the ability to receive purchase price upon demand (demand feature), using a variation of the MIG rating scale, the Variable Municipal Investment Grade or VMIG rating.
When either the long- or short-term aspect of a VRDO is not rated, that piece is designated NR, e.g., Aaa/NR or NR/VMIG 1.
VMIG rating expirations are a function of each issues specific structural or credit features.
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VMIG 1 This designation denotes superior credit quality. Excellent protection is afforded by the superior short-term credit strength of the liquidity provider and structural and legal protections that ensure the timely payment of purchase price upon demand.
VMIG 2 This designation denotes strong credit quality. Good protection is afforded by the strong short-term credit strength of the liquidity provider and structural and legal protections that ensure the timely payment of purchase price upon demand.
VMIG 3 This designation denotes acceptable credit quality. Adequate protection is afforded by the satisfactory short-term credit strength of the liquidity provider and structural and legal protections that ensure the timely payment of purchase price upon demand.
SG This designation denotes speculative-grade credit quality. Demand features rated in this category may be supported by a liquidity provider that does not have an investment grade short-term rating or may lack the structural and/or legal protections necessary to ensure the timely payment of purchase price upon demand.
Short-Term Obligation Ratings
Moodys short-term ratings are opinions of the ability of issuers to honor short-term financial obligations. Ratings may be assigned to issuers, short-term programs or to individual short-term debt instruments. Such obligations generally have an original maturity not exceeding thirteen months, unless explicitly noted.
Moodys employs the following designations to indicate the relative repayment ability of rated issuers:
P-1 Issuers (or supporting institutions) rated Prime-1 have a superior ability to repay short-term debt obligations.
P-2 Issuers (or supporting institutions) rated Prime-2 have a strong ability to repay short-term debt obligations.
P-3 Issuers (or supporting institutions) rated Prime-3 have an acceptable ability to repay short term obligations.
NP Issuers (or supporting institutions) rated Not Prime do not fall within any of the Prime rating categories.
Note: Canadian issuers rated P-1 or P-2 have their short-term ratings enhanced by the senior-most long-term rating of the issuer, its guarantor or support-provider.
FITCH, INC. (Fitch Ratings)
Corporate Finance Obligations Long-Term Rating Scales
Ratings of individual securities or financial obligations of a corporate issuer address relative vulnerability to default on an ordinal scale. In addition, for financial obligations in corporate finance, a measure of recovery given default on that liability is also included in the rating assessment. This notably applies to covered bonds ratings, which incorporate both an indication of the probability of default and of the recovery given a default of this debt instrument.
A-5
The relationship between issuer scale and obligation scale assumes an historical average recovery of between 30%50% on the senior, unsecured obligations of an issuer. As a result, individual obligations of entities, such as corporations, are assigned ratings higher, lower, or the same as that entity's issuer rating or Issuer Default Rating (IDR).
AAA Highest credit quality. `AAA denotes the lowest expectation of credit risk. They are assigned only in cases of exceptionally strong capacity for timely payment of financial commitments. This capacity is highly unlikely to be adversely affected by foreseeable events.
AA Very high credit quality. `AA ratings denote expectations of very low credit risk. They indicate very strong capacity for payment of financial commitments. This capacity is not significantly vulnerable to foreseeable events.
A High credit quality. 'A' ratings denote expectations of low credit risk. The capacity for payment of financial commitments is considered strong. This capacity may, nevertheless, be more vulnerable to adverse business or economic conditions than is the case for higher ratings.
BBB Good credit quality. 'BBB' ratings indicate that expectations of credit risk are currently low. The capacity for payment of financial commitments is considered adequate but adverse business or economic conditions are more likely to impair this capacity.
BB Speculative. 'BB' ratings indicate an elevated vulnerability to credit risk, particularly in the event of adverse changes in business or economic conditions over time; however, business or financial alternatives may be available to allow financial commitments to be met.
B Highly speculative. B ratings indicate that material credit risk is present.
CCC Substantial credit risk. CCC ratings indicate that substantial credit risk is present.
CC Very high levels of credit risk. CC ratings indicate very high levels of credit risk.
C Exceptionally high levels of credit risk. C indicates exceptionally high levels of credit risk.
Defaulted obligations typically are not assigned 'D' ratings, but are instead rated in the 'B' to 'C' rating categories, depending upon their recovery prospects and other relevant characteristics. This approach better aligns obligations that have comparable overall expected loss but varying vulnerability to default and loss.
Notes: The modifiers "+" or "-" may be appended to a rating to denote relative status within major rating categories. Such suffixes are not added to the 'AAA' obligation rating category, or to corporate finance obligation ratings in the categories below 'B'.
The subscript 'emr' is appended to a rating to denote embedded market risk which is beyond the scope of the rating. The designation is intended to make clear that the rating solely addresses the counterparty risk of the issuing bank. It is not meant to indicate any limitation in the analysis of the counterparty risk, which in all other respects follows published Fitch criteria for analyzing the issuing financial institution. Fitch does not rate these instruments where the principal is to any degree subject to market risk.
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Short-Term Ratings Assigned to Obligations in Corporate, Public and Structured Finance
A short-term issuer or obligation rating is based in all cases on the short-term vulnerability to default of the rated entity or security stream and relates to the capacity to meet financial obligations in accordance with the documentation governing the relevant obligation. Short-Term Ratings are assigned to obligations whose initial maturity is viewed as "short term" based on market convention. Typically, this means up to 13 months for corporate, sovereign, and structured obligations, and up to 36 months for obligations in U.S. public finance markets.
F-1 Highest short-term credit quality. Indicates the strongest intrinsic capacity for timely payment of financial commitments; may have an added "+" to denote any exceptionally strong credit feature.
F-2 Good short-term credit quality. Good intrinsic capacity for timely payment of financial commitments.
F-3 Fair short-term credit quality. The intrinsic capacity for timely payment of financial commitments is adequate.
B Speculative short-term credit quality. Minimal capacity for timely payment of financial commitments, plus heightened vulnerability to near term adverse changes in financial and economic conditions.
C High short-term default risk. Default is a real possibility.
RD Restricted default. Indicates an entity that has defaulted on one or more of its financial commitments, although it continues to meet other financial obligations. Applicable to entity ratings only.
D Default. Indicates a broad-based default event for an entity, or the default of a short-term obligation.
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APPENDIX B
DESCRIPTION OF MUNICIPAL OBLIGATIONS
Municipal Obligations include bonds, notes and commercial paper issued by or on behalf of states, territories and possessions of the United States and the District of Columbia and their political subdivisions, agencies or instrumentalities, the interest on which is exempt from regular federal income taxes (without regard to whether the interest thereon is also exempt from the personal income taxes of any state). Municipal Obligation bonds are issued to obtain funds for various public purposes, including the construction of a wide range of public facilities such as bridges, highways, housing, hospitals, mass transportation, schools, streets and water and sewer works. Other public purposes for which Municipal Obligation bonds may be issued include refunding outstanding obligations, obtaining funds for general operating expenses, and obtaining funds to loan to other public institutions and facilities. In addition, certain types of industrial development bonds are issued by or on behalf of public authorities to obtain funds to provide privately-operated housing facilities, industrial facilities, sports facilities, convention or trade show facilities, airport, mass transit, port or parking facilities, air or water pollution control facilities, hazardous waste treatment or disposal facilities, and certain local facilities for water supply, gas, electricity or sewage or solid waste disposal. Such obligations are included within the term Municipal Obligations if the interest paid thereon qualifies as exempt from regular federal income tax. Other types of industrial development bonds, the proceeds of which are used for the construction, equipment, repair or improvement of privately operated industrial or commercial facilities, may constitute Municipal Obligations, although the current federal tax laws place substantial limitations on the size of such issues.
The two principal classifications of Municipal Obligation bonds are general obligation and revenue bonds. General obligation bonds are secured by the issuers pledge of its good faith, credit and taxing, power for the payment of principal and interest. The payment of the principal of and interest on such bonds may be dependent upon an appropriation by the issuers legislative body. The characteristics and enforcement of general obligation bonds vary according to the law applicable to the particular issuer. Revenue bonds are payable only from the revenues derived from a particular facility or class of facilities or, in some cases, from the proceeds of a special excise or other specific revenue source. Industrial development bonds which are Municipal Obligations are in most cases revenue bonds and do not generally constitute the pledge of the credit of the issuer of such bonds. There are, of course, variations in the security of Municipal Obligations, both within a particular classification and between classifications, depending on numerous factors.
Municipal Obligation notes generally are used to provide for short-term capital needs and generally have maturities of one year or less. Municipal Obligation notes include:
1. Tax Anticipation Notes. Tax Anticipation Notes are issued to finance operational needs of municipalities. Generally, they are issued in anticipation of the receipt of various tax revenues, such as property, income, sales, use and business taxes.
2. Revenue Anticipation Notes. Revenue Anticipation Notes are issued in expectation of receipt of dedicated revenues, such as state aid or federal revenues available under federal revenue sharing programs.
3. Tax and Revenue Anticipation Notes. Tax and Revenue Anticipation Notes are issued by the State to fund its day-to-day operations and certain local assistance payments to its municipalities and school districts. Such Notes are issued in anticipation of the receipt of various taxes and revenues, such as personal income taxes, business taxes and user taxes and fees.
B-1
4. Bond Anticipation Notes. Bond Anticipation Notes are issued to provide interim financing until long-term bond financing can be arranged. Long-term bonds or renewal Bond Anticipation Notes provide the money for the repayment of the Notes.
Issues of commercial paper typically represent short-term, unsecured, negotiable promissory notes. These obligations are issued by agencies of state and local governments to finance seasonal working capital needs of municipalities or to provide interim construction financing and are paid from general revenues of municipalities or are refinanced with long-term debt. In most cases, Municipal Obligation commercial paper is backed by letters of credit, lending agreements, note repurchase agreements or other credit facility agreements offered by banks or other institutions.
The yields on Municipal Obligations are dependent on a variety of factors, including general market conditions, supply and demand and general conditions of the Municipal Obligation market, size of a particular offering, the maturity of the obligation and rating (if any) of the issue. The ratings of Moodys Investors Service, Standard & Poors Rating Services and Fitch, Inc. represent their opinions as to the quality of various Municipal Obligations. It should be emphasized, however, that ratings are not absolute standards of quality. Consequently, Municipal Obligations with the same maturity, coupon and rating may have different yields while Municipal Obligations of the same maturity and coupon with different ratings may have the same yield.
Municipal Obligations may be more susceptible to downgrade, default, and bankruptcy as a result of recent periods of economic stress. Factors contributing to the economic stress on municipalities may include: lower property tax collections as a result of lower home values, lower sales tax revenue as a result of reduced consumer spending, lower income tax revenue as a result of higher unemployment rates, and budgetary constraints of local, state and federal governments upon which the municipalities may be relying for funding. In addition, as certain Municipal Obligations may be secured or guaranteed by banks and other institutions, the risk to a Fund could increase due to stresses on the banking, insurance or other parts of the financial sector as a result of the economic environment, or due to downgrades or risks of downgrades to the credit ratings of the institutions issuing the guarantee. Such a downward revision or risk of being downgraded may have an adverse effect on the market prices of Municipal Obligations and thus the value of a Funds investment. Further, an insolvent municipality may file for bankruptcy, which may significantly affect the value of the Municipal Obligations issued by the municipality and therefore the value of a Funds investment. Municipal Obligations are also subject to the risk that the perceived increase in the likelihood of default or downgrade among municipal issuers as a result of recent market conditions could result in increased illiquidity, volatility and credit risk. In addition, certain municipal issuers may either be unable to issue bonds or to access the market to sell securities or, if able to access the market, may be forced to issue securities at much higher rates. These events could result in decreased investment opportunities for a Fund and lower investment performance.
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APPENDIX C
HSBC FUNDS
The Trust delegates the authority to vote proxies related to portfolio securities of each series (the Funds) of the Trust to HSBC Global Asset Management (USA) Inc. (HSBC), which in turn delegates proxy voting authority for some Funds of the Trust to a Subadviser retained to provide day-to-day portfolio management for that Fund. The Board of Trustees (the Board) adopts the proxy voting policies and procedures of HSBC and the Subadvisers as the proxy voting policies and procedures that will be used by each of these respective entities when exercising voting authority on behalf of each Fund. These policies and procedures are attached hereto.
There may be circumstances, notably in non-U.S. jurisdictions, where HSBC or the Sub-Adviser refrains from voting proxies when the cost of voting the proxies exceeds the benefits expected to the Funds or when voting is subject to restrictions and limitations that impede or make impractical the exercise of shareholder rights (such as when voting would restrict the Funds rights to trade the securities, non-public information about Fund holdings is requested to vote proxies, or local laws restrict voting by non-local shareholders).
The Board will provide the Trusts consent to vote in matters where HSBC or a Subadviser seeks such consent because of a conflict of interest that arises in connection with a particular vote, or for other reasons.
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Proxy Voting Policy and Procedures
HSBC Global Asset Management Regulatory Compliance FINAL
INTERNAL - No part of this publication may be reproduced, stored in a retrieval system, or transmitted, on any form or by any means, electronic, mechanical, photocopying, recording, or otherwise, without the prior written permission HSBC North America.
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| HSBC Global Asset Management (USA) Inc. Regulatory Compliance | Version 2.0 |
| Proxy Voting Policy and Procedures | November 2015 |
Effective Date: November 1, 2015
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| HSBC Global Asset Management (USA) Inc. Regulatory Compliance | Version 2.0 |
| Proxy Voting Policy and Procedures | November 2015 |
Table of Contents
| Section 1: Introduction | 4 | ||
| 1.1 | Purpose and Scope | 4 | |
| 1.2 | Definitions and Abbreviations | 4 | |
| 1.3 | Roles and Responsibilities Areas Impacted | 4 | |
| 1.4 | Retention and Change Management | 5 | |
| 1.5 | Reporting | 5 | |
| 1.6 | Dispensation | 5 | |
| 1.7 | Governing Documents | 6 | |
| Section 2: Standards and Procedures | 7 | ||
| 2.1 | Proxy Voting by Channel | 7 | |
| 2.2 | Oversight of Third Party Proxy Voting Services | 8 | |
| 2.3 | Oversight of AMUS Proxy Voting activities, policies, and procedures | 8 | |
| 2.4 | Availability of Policies and Procedures | 8 | |
| 2.5 | Disclosure of Votes | 8 | |
| 2.6 | Record Keeping | 9 | |
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| Proxy Voting Policy and Procedures | November 2015 |
Section 1: Introduction
Individuals and institutions that hold stock on behalf of others have a fiduciary responsibility to act in the interest of those beneficiaries. The basic fiduciary duties are loyalty and care. Under common law, the duty of loyalty means that proxy voting should be based exclusively on what the fiduciary believes to be in the best interest of the beneficiary while the duty of care means that the fiduciary must carefully analyze the implications of proxy proposals before voting.
The natures of the proposals that are voted upon have changed in recent years. Often we must vote on anti-takeover provisions that can have implications on future stock returns. Provisions such as those which restrict the right for shareholders to call a special meeting, reincorporation, dual voting classes of shares and supermajority voting requirements can be harmful to shareholders according to many studies.
Although the natures of the proposals have changed, our role as fiduciary has not; as fiduciary, we continue to vote in a way that solely benefits our advised funds.
AMUS has adopted and implemented policies and procedures that we believe are reasonably designed to ensure that proxies are voted in the best interest of clients, in accordance with our fiduciary duties and SEC Rule 204(4)-6 under the Investment Advisers Act of 1940. Our authority to vote the proxies of our clients is established by our advisory contracts or comparable documents, and our proxy voting guidelines have been tailored to reflect these specific contractual obligations. AMUS has established a Proxy Committee to review proxy voting guidelines being applied are in line with Group Standards, as well as to review all applicable policies, processes and procedures, voting practices, adequacy of records, and the general use of third party proxy voting service providers at least annually.
1.1 Purpose and Scope
The AMUS has adopted and implemented the AMUS Proxy Voting Policy and Procedures (the Proxy Voting Procedures) that we believe are reasonably designed to ensure that proxies are voted in the best interest of clients, in accordance with our fiduciary duties and SEC Rule 204(4)-6 under the Investment Advisers Act of 1940. Our authority to vote the proxies of our clients is established by our advisory contracts or comparable documents, and our proxy voting guidelines have been tailored to reflect these specific contractual obligations.
1.2 Definitions and Abbreviations
| ● |
AMUS HSBC Asset Management (USA)
Inc. |
| ● |
BRCM Business Risk
and Control Management |
| ● |
RCO Regulatory Compliance Officer |
| ● |
MPA Managed
Portfolio Account |
| ● |
SMA Separately
Managed Account |
| ● |
UMA Unified Managed
Account |
| ● |
WPM Wealth Portfolio Management |
1.3 Roles and Responsibilities Areas Impacted
The names and/or departments listed in the following table all have some responsibility related to this procedure. Whenever this procedure is changed, these names and departments need to be informed.
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| Name or Position | Department |
| CCO | AMUS Compliance |
| RCOs | AMUS Compliance |
| AMUS Product | |
| Wealth Portfolio Management | |
| AMUS Client Services |
1.4 Retention and Change Management
AMUS Compliance is responsible for maintaining version series, requests for changes, other supporting documentation, and approvals of this procedure.
The owner of this procedure is responsible for the retention of this version for a period of seven years from cancellation or revision as outlined in the Group Standards Manual.
1.5 Reporting
The Proxy Voting Procedures will be part of a comprehensive list of all approved AMUS Compliance procedures. This list will be submitted to the US North America Risk BRCM on a periodic basis, as defined by the BRCM.
1.6 Dispensation
This Proxy Voting Procedure is under the authority of AMUS Compliance. Management expects all applicable business teams, lines and functions to comply with it. If a business team, line or function should wish to seek an exception from Proxy Voting Procedures, the business Executive Owner (GCB 3 or higher) shall formally request a dispensation. The AMUS Compliance department shall review and grant any dispensations, if warranted.
A formal action and monitoring plan must be in place to support resolution within the six-month time frame.
Requests for dispensation where compliance is expected to exceed six months shall be granted for no longer than one year from the date of approval, Dispensation requests must be supported with action plans that will get the exception item into compliance within the one-year time frame. The business executive approving the dispensation must acknowledge and accept the risk it poses to his/her business and to HSBC.
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1.7 Governing Documents
The following documents provide guidance or detail requirements related to this procedure. This procedure adheres to all the pertinent specifics outlined in these documents.
| GOVERNING DOCUMENTS | |||
| Title | Section / Ref # | Description | Location |
| 04-2015 Proxy Committee Terms of Reference April 2015 FINAL | Outlines the terms under which the Proxy Committee meets and oversees proxy voting | T:\Special\AMUS\Compliance\Proxy Voting\2015\F. Proxy Committee and other meeting materials\Proxy Committee TOR | |
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Section 2: Standards and Procedures
Third party voting services vote proxies based on HSBC Global Asset Management Proxy Voting Guidelines (the Proxy Guidelines). However, certain accounts may warrant specialized treatment in voting proxies. Contractual stipulations and individual client direction will dictate how voting will be done in these cases.
2.1 Proxy Voting by Channel
| A. | Spectrum: | |
| Spectrum is a mutual fund wrap program that includes ETFs. As stated in the client agreement, proxies are voted by clients | ||
| 1. | ERISA Accounts | |
| Responsibilities for voting ERISA accounts include: the duty of loyalty, prudence, compliance with the plan, as well as a duty to avoid prohibited transactions. | ||
| B. | Managed Portfolio Accounts (MPAs) | |
| 1. | Unified Managed Accounts (UMAs) | |
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UMA accounts are multi-sleeve managed by the Private Bank. Third party managers provide model portfolios to the Private Bank for implementation as Overlay manager. Mutual funds may be used as fulfilment options if a third party manager is not available in certain strategies. | ||
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In UMA accounts, where AMUS is acting as overlay manager, AMUS will vote the proxies through a third party voting service on the clients behalf. Pursuant to the MPA client agreement, AMUS will not vote proxies in respect of pooled investment vehicles advised or administered by AMUS or its affiliates. | ||
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The UMA account information is submitted to the third party voting service by Pershing. The third party voting service votes all proxies on UMA accounts unless there is a conflict of interest or need for clarification due to options available based on HSBC policy. If there is a conflict or need for clarification and the third party voting service cant vote a proxy for MPA or any other product (e.g. World Selection Funds), AMUS Compliance or AMUS Product will request WPM to review and determine how to vote on the proxy. WPM will utilize any research provided by the third party voting service in rendering its decision. AMUS Compliance and AMUS Product will be notified of WPMs decision. AMUS Compliance will submit the proxy vote to the third party voting service. For instance, there may be a standard type of vote according to HSBC policy that is not available on a proxy. ISS will contact HSBC for a decision on the vote. | ||
| 2. | Separately Managed Accounts (SMAs) | |
| Pursuant to the MPA, SMA and UMA client agreements, AMUS is authorized to vote proxies for the securities held in MPA client accounts. AMUS has delegated this authority to the MPA third party managers in SMA accounts. | ||
| C. |
Segregated Mandates | |
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Segregated mandates are institutional accounts invested in a specific strategy managed by HSBC. | ||
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| D. | HSBC Funds | |
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HSBC Funds are governed by the funds proxy policy which is provided to ISS. The underlying securities are voted by ISS. The sub-advised fund (HSBC Growth Fund and HSBC Opportunity Fund, are voted by the sub-adviser, Winslow and Westfield respectively. | ||
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Proxies will be voted in accordance with the requirements of the Securities Act of 1933, the Securities Exchange Act of 1934, and the Investment Company Act of 1940. Proxies of portfolio companies voted will be subject to any applicable investment restrictions of the fund and voted in accordance with any resolutions or other instructions approved by authorized persons of the fund. | ||
2.2 Oversight of Third Party Proxy Voting Services
Not less than annually, AMUS Compliance will confirm the engagement of any third party proxy voting service providers for the voting of proxies in accordance with their respective guidelines. The Proxy Voting Committee (the Committee) will provide ongoing oversight of the approved third party proxy voting service providers. AMUS Compliance, with oversight from the Committee, will request and review any conflicts of interest policies from third party service(s) for reasonableness.
2.3 Oversight of AMUS Proxy Voting activities, policies, and procedures
Not less than annually, WPM with support from AMUS Compliance will provide the Committee with appropriate metrics on voting activity, including voting where potential or perceived conflict(s) of interest were identified. These metrics should be organized by channel, as referenced in section 2.1 of this procedure.
In addition, AMUS Compliance will verify updates made to the Proxy Guidelines, if any, and will also review and update these Proxy Voting Procedures appropriately. Updated Proxy Guidelines should be distributed to the third party proxy voting service(s) accordingly.
These Proxy Voting Procedures, voting metrics, and any additional materials specified by the Committee, must be presented to the Committee for review and approval.
2.4 Availability of Policies and Procedures
AMUS provides its clients with a copy of its Proxy Voting Policy and Procedures upon request, with the provision that these policies and procedures may be updated from time to time. In addition, clients may request at any time a copy of the firms voting records for their respective account(s) by making a formal request to AMUS. AMUS will make the information available within a reasonable time and in a manner appropriate to the nature of the advisory business.
2.5 Disclosure of Votes
AMUS will send a written report upon a clients request that will disclose how the clients proxy was voted. Reports will be available for securities voted.
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2.6 Record Keeping
AMUS will designate one person, the AMUS CCO or designee, who will not be the same person as the person who decides how proxies are voted, who will be responsible for record-keeping requirements. AMUS will maintain records of proxies voted pursuant to Section 204-2 of the Advisers Act. Such records will include:
| (a) | a copy of its policies and procedures; | |
| (b) | proxy statements received regarding client securities; | |
| (c) | a record of each vote cast; | |
| (d) | a copy of any document created by the adviser that was material to making a decision how to vote proxies on behalf of a client or that memorializes the basis for that decision; and | |
| (e) | each written request for proxy voting records | |
D-9
Proxy Voting
Introduction
Westfield will offer to vote U.S. exchange traded proxies for all client
accounts. Westfield believes that the voting of proxies can be an important tool
for investors to promote best practices in corporate governance and we seek to
vote all proxies in the best interests of our clients as investors. Westfield
also recognizes that the voting of proxies with respect to securities held in
client accounts is an investment responsibility having economic value.
In accordance with Rule 206(4)-6 under the Investment Advisers Act of 1940 (the Act), Westfield has adopted and implemented policies and procedures that we believe are reasonably designed to ensure that proxies are voted in the best interest of our clients. Our authority to vote proxies for our clients is established in writing, usually by the investment advisory contract. Clients can change such authority at any time with prior written notice to Westfield. Clients can also contact their Marketing representative or the Compliance Department (wcmcompliance@wcmgmt.com) for a report of how their accounts securities were voted.
Oversight of Proxy
Voting Function
Westfield has engaged a third
party service provider, Institutional Shareholder Services, Inc. (the vendor),
to assist with proxy voting. Westfields Compliance team will:
| ● |
oversee the vendor;
this includes performing periodic audits of the proxy votes and conducting
periodic due diligence; |
| ● |
ensure required proxy
records are retained according to applicable rules and regulations and
internal policy; |
| ● |
prepare and distribute proxy reports for internal and external requests; |
| ● |
review the proxy
policy and voting guidelines at least annually;
and |
| ● |
identify material conflicts of interest that may impair our ability to vote shares in our clients best interest. |
Proxy Voting
Guidelines
Westfield utilizes the vendors proxy voting
guidelines, which consider market-specific best practices, transparency, and
disclosure when addressing shareholder matters. Clients may choose to vote in
accordance with the vendors U.S. proxy voting guidelines (i.e., Standard
Guidelines), Taft-Hartley guidelines which are in full conformity with the
AFL-CIOs proxy voting guidelines, Socially Responsible Investing Guidelines
(SRI) or Sustainability Guidelines. A copy of ISS voting guidelines
is located at the end of this policy.
Generally, information on Westfields proxy voting decisions or status of votes will not be communicated or distributed to external solicitors. On occasion, Westfield may provide such information to solicitors if we believe a response will benefit our clients or a response is requested from the Westfield security analyst.
Proxy Voting
Process
The vendor tracks proxy meetings and reconciles
proxy ballots received for each meeting. Westfield will use best efforts in
obtaining any missing ballots; however, we vote only those proxy ballots our
vendor has received. For any missing ballots, the vendor will contact custodians
to locate such missing ballots. Since there can be many factors affecting proxy
ballot retrieval, it is possible that Westfield will not receive a ballot in
time to place a vote. Clients who participate in securities lending programs
should be aware that Westfield will not call back any shares on loan for proxy
voting purposes.
For each meeting, the
vendor reviews the agenda and applies a vote recommendation for each proposal
based on the written guidelines assigned to the applicable accounts. Proxies
will be voted in accordance with the guidelines, unless the Westfield analyst or
por t f ol i o manager believes that following the ve ndor s guidelines would
not be in the clients best interests. With limited exceptions, an analyst or
portfolio manager may request to override the Standard or the Sustainability
Guidelines at any time before the votes have been cast. In addition, certain proxy ballots (e.g., contentious
proposals) may necessitate further review from the analyst or portfolio manager.
Compliance will attempt to identify such ballots and bring them to the analysts
or portfolio managers attention. If the analyst or portfolio manager chooses to
vote against the vendors stated guidelines in any instance, he/she must make
the request in writing and provide rationale for the vote against stated
guidelines. No analyst or portfolio manager overrides are permitted in either
the Taft-Hartley or SRI Guidelines.
E-1
Proxy Voting
Non-U.S.
Proxies
With the exception of ADRs and foreign domiciled
securities that trade on U.S. exchanges, Westfield will not vote non-U.S.
proxies.
Conflicts of
Interest
Compliance is responsible for identifying
conflicts of interest that could arise when voting proxy ballots on behalf of
our clients. Since our business is solely focused on providing investment
advisory services, it is unlikely that a material conflict will arise in
connection with proxy voting. Additionally, per Westfields Code of Ethics and
other internal policies, all employees should avoid situations where potential
conflicts may exist. Westfield has put in place certain reviews to ensure
proxies are voted solely on the investment merits of the proposal. In
identifying potential conflicts, Compliance will review many factors, including,
but not limited to existing relationships with Westfield or an employee, and the
vendors disclosed conflicts. If an actual conflict of interest is identified,
it is reviewed by the Compliance team. If it is determined that the conflict is
material in nature, the analyst or portfolio manager may not override the
vendors recommendation.
Proxy
Reports
Westfield can provide account specific proxy
reports to clients upon request or at scheduled time periods (e.g., quarterly).
Client reporting requirements typically are established during the initial
account set-up stage, but clients may modify this reporting schedule at any time
with prior written notice to Westfield. The reports will contain at least the
following information:
| ● |
company
name |
| ● |
meeting
agenda |
| ● |
how the account voted
on each agenda item |
| ● |
whether the account
vote was in-line or against management
recommendation |
| ● |
rationale for any votes against the established guidelines (rationale is not always provided for votes that are in-line with guidelines since these are set forth in the written guidelines) |
Recordkeeping
In accordance with Rule 204-2 of
the Investment Advisers Act of 1940, proxy voting records will be maintained for
at least five years. The following records will be retained by either Westfield
or the proxy vendor:
| ● |
a copy of the Proxy Voting Polices and Guidelines and amendments that were in effect during the required time period; |
| ● |
electronic or paper copies of each proxy statement received by Westfield or the vendor with respect to securities in client accounts (Westfield may also rely on obtaining copies of proxy statements from the SECs Electronic Data Gathering, Analysis, and Retrieval (EDGAR) system); |
| ● |
records of each vote cast for each client; |
E-2
Proxy Voting
| ● |
documents created by
Westfield that were material to making a decision on how to vote proxies
or memorializes the basis for such decision (basis for decisions voted in
line with policy is provided in the written
guidelines); |
| ● |
written reports to
clients on proxy voting and all client requests for information and
Westfields response; |
| ● |
disclosure documentation to clients on how they may obtain information on how we voted their securities |
E-3
|
United States Concise Proxy Voting Guidelines |
|
2017 Benchmark Policy
Recommendations Effective for Meetings on or after February 1, 2017 Published January 17, 2017 |
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2017 U.S. Concise Proxy Voting Guidelines |
The policies contained
herein are a sampling of selected key U.S. proxy voting guidelines and
are
not intended to be exhaustive. A full summary of ISS
2017 proxy voting
guidelines can be
found
at: https://www.issgovernance.com/policy-gateway/2017-policy-information/
BOARD OF DIRECTORS:
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General Recommendation: Generally vote for director nominees, except under the following circumstances: |
1. Accountability
Vote against1 or withhold from the entire board of directors (except new nominees2, who should be considered case-by-case) for the following:
Problematic Takeover Defenses
|
Classified Board Structure: | |||
| 1.1. | The board is classified, and a continuing director responsible for a problematic governance issue at the board/committee level that would warrant a withhold/against vote recommendation is not up for election. All appropriate nominees (except new) may be held accountable. | ||
|
Director Performance Evaluation: | |||
| 1.2. | The board lacks accountability and oversight, coupled with sustained poor performance relative to peers. Sustained poor performance is measured by one- and three-year total shareholder returns in the bottom half of a companys four-digit GICS industry group (Russell 3000 companies only). Take into consideration the companys five-year total shareholder return and operational metrics. Problematic provisions include but are not limited to: | ||
| | A classified board structure; | |
| | A supermajority vote requirement; | |
| | Either a plurality vote standard in uncontested director elections or a majority vote standard with no plurality carve-out for contested elections; | |
| | The inability of shareholders to call special meetings; | |
| | The inability of shareholders to act by written consent; | |
| | A dual-class capital structure; and/or | |
| | A non-shareholder-approved poison pill. |
1
In general, companies with
a plurality vote standard use Withhold as the contrary vote option in director
elections; companies with a majority vote standard use Against.
However, it will vary by company and the proxy must be checked to determine the
valid contrary vote option for the particular company.
2 A new
nominee is any current nominee who has not already been elected by shareholders
and who joined the board after the
problematic action in question
transpired. If ISS cannot determine whether the nominee joined the board before
or after the problematic action transpired, the nominee will be
considered a new nominee if he or she joined the board within the 12
months prior to the upcoming shareholder
meeting.
| Enabling the financial community to manage governance risk for the benefit of shareholders. | |
| © 2017 ISS | Institutional Shareholder Services | 2 of 16 |
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2017 U.S. Concise Proxy Voting Guidelines |
|
Poison Pills: | ||
| 1.3. | The companys poison pill has a dead-hand or modified dead-hand feature. Vote against or withhold from nominees every year until this feature is removed; | |
| 1.4. | The board adopts a poison pill with a term of more than 12 months (long-term pill), or renews any existing pill, including any short-term pill (12 months or less), without shareholder approval. A commitment or policy that puts a newly adopted pill to a binding shareholder vote may potentially offset an adverse vote recommendation. Review such companies with classified boards every year, and such companies with annually elected boards at least once every three years, and vote against or withhold votes from all nominees if the company still maintains a non-shareholder-approved poison pill; or | |
| 1.5. | The board makes a material adverse change to an existing poison pill without shareholder approval. | |
Vote case-by-case on all nominees if:
| 1.6. | The board adopts a poison pill with a term of 12 months or less (short-term pill) without shareholder approval, taking into account the following factors: | |
| |
The date of the pills
adoption relative to the date of the next meeting of shareholdersi.e.
whether the company had time to put the pill on the ballot for shareholder
ratification given the circumstances; | |
| |
The issuers
rationale;
| |
| |
The issuers governance
structure and practices; and
| |
| |
The issuers track record of accountability to shareholders. |
Restricting Binding Shareholder Proposals:
Generally vote against or withhold from members of the governance committee if:
| 1.7. | The companys charter imposes undue restrictions on shareholders ability to amend the bylaws. Such restrictions include, but are not limited to: outright prohibition on the submission of binding shareholder proposals, or share ownership requirements or time holding requirements in excess of SEC Rule 14a-8. Vote against on an ongoing basis. | |
Problematic Audit-Related Practices
Generally vote against or withhold from the members of the Audit Committee if:
| 1.8. | The non-audit fees paid to the auditor are excessive (see discussion under Auditor Ratification); | |
| 1.9. | The company receives an adverse opinion on the companys financial statements from its auditor; or | |
| 1.10. | There is persuasive evidence that the Audit Committee entered into an inappropriate indemnification agreement with its auditor that limits the ability of the company, or its shareholders, to pursue legitimate legal recourse against the audit firm. | |
|
Vote case-by-case on members of the Audit Committee and potentially the full board if: | ||
| 1.11. |
Poor accounting practices are identified that rise to a level of serious concern, such as: fraud; misapplication of GAAP; and material weaknesses identified in Section 404 disclosures. Examine the severity, breadth, chronological sequence, and duration, as well as the companys efforts at remediation or corrective actions, in determining whether withhold/against votes are warranted. | |
| Enabling the financial community to manage governance risk for the benefit of shareholders. | |
| © 2017 ISS | Institutional Shareholder Services | 3 of 17 |
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2017 U.S. Concise Proxy Voting Guidelines |
Problematic Compensation Practices/Pay for Performance Misalignment
In the absence of an Advisory Vote on Executive Compensation ballot item or in egregious situations, vote against or withhold from the members of the Compensation Committee and potentially the full board if:
| 1.12. |
There is a significant misalignment between CEO pay and company performance (pay for performance); | |
| 1.13. |
The company maintains significant problematic pay practices; | |
| 1.14. |
The board exhibits a significant level of poor communication and responsiveness to shareholders; | |
| 1.15. |
The company fails to submit one-time transfers of stock options to a shareholder vote; or | |
| 1.16. |
The company fails to fulfill the terms of a burn-rate commitment made to shareholders. | |
Vote case-by-case on Compensation Committee members (or, in exceptional cases, the full board) and the Management Say-on-Pay proposal if:
| 1.17. |
The companys previous say-on-pay received the support of less than 70 percent of votes cast, taking into account: | |
| |
The company's response,
including:
|
| |
Disclosure of engagement
efforts with major institutional investors regarding the issues that
contributed to the low level of support; | |
| |
Specific actions taken
to address the issues that contributed to the low level of
support;
| |
| |
Other recent
compensation actions taken by the company;
|
| |
Whether the issues
raised are recurring or isolated; | |
| |
The company's ownership
structure; and
| |
| |
Whether the support level was less than 50 percent, which would warrant the highest degree of responsiveness. |
Unilateral Bylaw/Charter Amendments and Problematic Capital Structures
| 1.18. |
Generally vote against or withhold from directors individually, committee members, or the entire board (except new nominees, who should be considered case-by-case) if the board amends the company's bylaws or charter without shareholder approval in a manner that materially diminishes shareholders' rights or that could adversely impact shareholders, considering the following factors: | |
| |
The board's rationale
for adopting the bylaw/charter amendment without shareholder
ratification;
| |
| |
Disclosure by the
company of any significant engagement with shareholders regarding the
amendment;
| |
| |
The level of impairment
of shareholders' rights caused by the board's unilateral amendment to the
bylaws/charter;
| |
| |
The board's track record
with regard to unilateral board action on bylaw/charter amendments or
other entrenchment provisions;
| |
| |
The company's ownership
structure;
| |
| |
The company's existing
governance provisions;
| |
| |
The timing of the
board's amendment to the bylaws/charter in connection with a significant
business development; and
| |
| |
Other factors, as deemed appropriate, that may be relevant to determine the impact of the amendment on shareholders. |
Unless the adverse amendment is reversed or submitted to a binding shareholder vote, in subsequent years vote case-by-case on director nominees. Generally vote against (except new nominees, who should be considered case-by-case) if the directors:
| |
Classified the
board;
| |
| |
Adopted supermajority
vote requirements to amend the bylaws or charter; or
| |
| |
Eliminated shareholders' ability to amend bylaws. |
| Enabling the financial community to manage governance risk for the benefit of shareholders. | |
| © 2017 ISS | Institutional Shareholder Services | 4 of 17 |
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2017 U.S. Concise Proxy Voting Guidelines |
| 1.19. |
For newly public companies, generally vote against or withhold from directors individually, committee members, or the entire board (except new nominees, who should be considered case-by-case) if, prior to or in connection with the company's public offering, the company or its board adopted bylaw or charter provisions materially adverse to shareholder rights, or implemented a multi-class capital structure in which the classes have unequal voting rights considering the following factors: | |
| |
The level of impairment
of shareholders' rights;
| |
| |
The disclosed rationale;
| |
| |
The ability to change the governance structure (e.g., limitations on shareholders right to amend the bylaws or charter, or supermajority vote requirements to amend the bylaws or charter); |
| |
The ability of
shareholders to hold directors accountable through annual director
elections, or whether the company has a classified board structure; | |
| |
Any reasonable sunset provision; and | |
| |
Other relevant factors. |
Unless the adverse provision and/or problematic capital structure is reversed or removed, vote case-by-case on director nominees in subsequent years.
Governance Failures
Under extraordinary circumstances, vote against or withhold from directors individually, committee members, or the entire board, due to:
| 1.20. |
Material failures of governance, stewardship, risk oversight3, or fiduciary responsibilities at the company; | |
| 1.21. |
Failure to replace management as appropriate; or | |
| 1.22. |
Egregious actions related to a directors service on other boards that raise substantial doubt about his or her ability to effectively oversee management and serve the best interests of shareholders at any company. |
2. Responsiveness
Vote case-by-case on individual directors, committee members, or the entire board of directors as appropriate if:
| 2.1. |
The board failed to act on a shareholder proposal that received the support of a majority of the shares cast in the previous year. Factors that will be considered are: | |
| |
Disclosed outreach
efforts by the board to shareholders in the wake of the vote;
| |
| |
Rationale provided in
the proxy statement for the level of implementation;
| |
| |
The subject matter of
the proposal; | |
| |
The level of support for
and opposition to the resolution in past meetings;
| |
| |
Actions taken by the
board in response to the majority vote and its engagement with
shareholders; | |
| |
The continuation of the
underlying issue as a voting item on the ballot (as either shareholder or
management proposals); and | |
| |
Other factors as
appropriate. |
| 2.2. |
The board failed to act on takeover offers where the majority of shares are tendered; |
3 Examples of failure of risk oversight include, but are not limited to: bribery; large or serial fines or sanctions from regulatory bodies; significant adverse legal judgments or settlements; hedging of company stock; or significant pledging of company stock.
| Enabling the financial community to manage governance risk for the benefit of shareholders. | |
| © 2017 ISS | Institutional Shareholder Services | 5 of 17 |
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2017 U.S. Concise Proxy Voting Guidelines |
| 2.3. |
At the previous board election, any director received more than 50 percent withhold/against votes of the shares cast and the company has failed to address the issue(s) that caused the high withhold/against vote; | |
| 2.4. |
The board implements an advisory vote on executive compensation on a less frequent basis than the frequency that received the majority of votes cast at the most recent shareholder meeting at which shareholders voted on the say-on-pay frequency; or | |
| 2.5. |
The board implements an advisory vote on executive compensation on a less frequent basis than the frequency that received a plurality, but not a majority, of the votes cast at the most recent shareholder meeting at which shareholders voted on the say-on-pay frequency, taking into account: | |
| |
The board's rationale
for selecting a frequency that is different from the frequency that
received a plurality; | |
| |
The company's ownership
structure and vote results; |
| |
ISS' analysis of whether
there are compensation concerns or a history of problematic compensation
practices; and | |
| |
The previous year's support level on the company's say-on-pay proposal. |
3. Composition
Attendance at Board and Committee Meetings:
| 3.1. |
Generally vote against or withhold from directors (except new nominees, who should be considered case-by-case4) who attend less than 75 percent of the aggregate of their board and committee meetings for the period for which they served, unless an acceptable reason for absences is disclosed in the proxy or another SEC filing. Acceptable reasons for director absences are generally limited to the following: | |
| |
Medical issues/illness;
| |
| |
Family emergencies; and
| |
| |
Missing only one meeting (when the total of all meetings is three or fewer). |
| 3.2. |
If the proxy disclosure is unclear and insufficient to determine whether a director attended at least 75 percent of the aggregate of his/her board and committee meetings during his/her period of service, vote against or withhold from the director(s) in question. |
Generally vote against or withhold from individual directors who:
| 3.3. |
Sit on more than five public company boards; or | |
| 3.4. |
Are CEOs of public companies who sit on the boards of more than two public companies besides their own withhold only at their outside boards5. |
4
For new nominees only,
schedule conflicts due to commitments made prior to their appointment to the
board are considered if disclosed in the proxy or another SEC
filing.
5 Although all of a CEOs subsidiary boards will be
counted as separate boards, ISS will not recommend a withhold vote for the
CEO of a parent company board or any of the controlled
(>50 percent ownership) subsidiaries of that parent, but may do so at
subsidiaries that are less than 50 percent controlled and boards outside the
parent/subsidiary relationships.
| Enabling the financial community to manage governance risk for the benefit of shareholders. | |
| © 2017 ISS | Institutional Shareholder Services | 6 of 17 |
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2017 U.S. Concise Proxy Voting Guidelines |
4. Independence
Vote against or withhold from Inside Directors and Affiliated Outside Directors (per the Categorization of Directors) when:
| 4.1. |
The inside or affiliated outside director serves on any of the three key committees: audit, compensation, or nominating; | |
| 4.2. |
The company lacks an audit, compensation, or nominating committee so that the full board functions as that committee; | |
| 4.3. |
The company lacks a formal nominating committee, even if the board attests that the independent directors fulfill the functions of such a committee; or | |
| 4.4. |
Independent directors make up less than a majority of the directors. |
Independent Chair (Separate Chair/CEO)
![]() |
General Recommendation: Generally vote for shareholder proposals requiring that the chairmans position be filled by an independent director, taking into consideration the following: |
| |
The scope of the
proposal; |
| |
The company's current
board leadership structure; |
| |
The company's governance
structure and practices; |
| |
Company performance; and
|
| |
Any other relevant factors that may be applicable. |
Regarding the scope of the proposal, consider whether the proposal is precatory or binding and whether the proposal is seeking an immediate change in the chairman role or the policy can be implemented at the next CEO transition.
Under the review of the company's board leadership structure, ISS may support the proposal under the following scenarios absent a compelling rationale: the presence of an executive or non-independent chair in addition to the CEO; a recent recombination of the role of CEO and chair; and/or departure from a structure with an independent chair. ISS will also consider any recent transitions in board leadership and the effect such transitions may have on independent board leadership as well as the designation of a lead director role.
When considering the governance structure, ISS will consider the overall independence of the board, the independence of key committees, the establishment of governance guidelines, board tenure and its relationship to CEO tenure, and any other factors that may be relevant. Any concerns about a company's governance structure will weigh in favor of support for the proposal.
The review of the company's governance practices may include, but is not limited to, poor compensation practices, material failures of governance and risk oversight, related-party transactions or other issues putting director independence at risk, corporate or management scandals, and actions by management or the board with potential or realized negative impact on shareholders. Any such practices may suggest a need for more independent oversight at the company thus warranting support of the proposal.
ISS' performance assessment will generally consider one-, three-, and five-year TSR compared to the company's peers and the market as a whole. While poor performance will weigh in favor of the adoption of an independent chair policy, strong performance over the long term will be considered a mitigating factor when determining whether the proposed leadership change warrants support.
| Enabling the financial community to manage governance risk for the benefit of shareholders. | |
| © 2017 ISS | Institutional Shareholder Services | 7 of 17 |
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2017 U.S. Concise Proxy Voting Guidelines |
Proxy Access
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General Recommendation: Generally vote for management and shareholder proposals for proxy access with the following provisions: |
| |
Ownership threshold:
maximum requirement not
more than three percent (3%) of the voting power; |
| |
Ownership duration:
maximum requirement not
longer than three (3) years of continuous ownership for each member of the
nominating group;
|
| |
Aggregation:
minimal or no limits on the
number of shareholders permitted to form a nominating group; |
| |
Cap: cap on nominees of generally twenty-five percent (25%) of the board. |
Review for reasonableness any other restrictions on the right of proxy access.
Generally vote against proposals that are more restrictive than these guidelines.
Proxy Contests/Proxy Access Voting for Director Nominees in Contested Elections
![]() |
General Recommendation: Vote case-by-case on the election of directors in contested elections, considering the following factors: |
| |
Long-term financial
performance of the company relative to its industry;
|
| |
Managements track
record; |
| |
Background to the
contested election; |
| |
Nominee qualifications
and any compensatory arrangements; |
| |
Strategic plan of
dissident slate and quality of the critique against management;
|
| |
Likelihood that the
proposed goals and objectives can be achieved (both slates); and
|
| |
Stock ownership positions. |
In the case of candidates nominated pursuant to proxy access, vote case-by-case considering any applicable factors listed above or additional factors which may be relevant, including those that are specific to the company, to the nominee(s) and/or to the nature of the election (such as whether or not there are more candidates than board seats).
CAPITAL/RESTRUCTURING
Capital
Common Stock Authorization
![]() |
General Recommendation: Vote for proposals to increase the number of authorized common shares where the primary purpose of the increase is to issue shares in connection with a transaction on the same ballot that warrants support. |
Vote against proposals at companies with more than one class of common stock to increase the number of authorized shares of the class of common stock that has superior voting rights.
Vote against proposals to increase the number of authorized common shares if a vote for a reverse stock split on the same ballot is warranted despite the fact that the authorized shares would not be reduced proportionally.
Vote case-by-case on all other proposals to increase the number of shares of common stock authorized for issuance. Take into account company-specific factors that include, at a minimum, the following:
| |
Past Board Performance:
|
| |
The company's use of authorized shares during the last three years; |
| Enabling the financial community to manage governance risk for the benefit of shareholders. | |
| © 2017 ISS | Institutional Shareholder Services | 8 of 17 |
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| |
The Current Request:
|
| |
Disclosure in the proxy
statement of the specific purposes of the proposed increase;
|
| |
Disclosure in the proxy
statement of specific and severe risks to shareholders of not approving
the request; and |
| |
The dilutive impact of the request as determined relative to an allowable increase calculated by ISS (typically 100 percent of existing authorized shares) that reflects the company's need for shares and total shareholder returns. |
ISS will apply the relevant allowable increase below to requests to increase common stock that are for general corporate purposes (or to the general corporate purposes portion of a request that also includes a specific need):
| A. |
Most companies:
100 percent of existing authorized shares. |
| B. |
Companies with less than
50 percent of existing authorized shares either outstanding or reserved
for issuance: 50 percent
of existing authorized
shares.
|
| C. |
Companies with one- and
three-year total shareholder returns (TSRs) in the bottom 10 percent of
the U.S. market as of the end of the calendar quarter that is closest to
their most recent fiscal year end: 50 percent of
existing authorized shares.
|
| D. |
Companies at which both conditions (B and C) above are both present: 25 percent of existing authorized shares. |
If there is an acquisition, private placement, or similar transaction on the ballot (not including equity incentive plans) that ISS is recommending FOR, the allowable increase will be the greater of (i) twice the amount needed to support the transactions on the ballot, and (ii) the allowable increase as calculated above.
Mergers and Acquisitions
![]() |
General Recommendation: Vote case-by-case on mergers and acquisitions. Review and evaluate the merits and drawbacks of the proposed transaction, balancing various and sometimes countervailing factors including: |
| |
Valuation
- Is the value to be
received by the target shareholders (or paid by the acquirer) reasonable?
While the fairness opinion may provide an initial starting point for
assessing valuation reasonableness, emphasis is placed on the offer
premium, market reaction, and strategic rationale. |
| |
Market reaction
- How has the market
responded to the proposed deal? A negative market reaction should cause
closer scrutiny of a deal.
|
| |
Strategic rationale
- Does the deal make sense
strategically? From where is the value derived? Cost and
revenue synergies should not be overly aggressive or
optimistic, but reasonably achievable. Management should also have a
favorable track record of successful integration of historical
acquisitions.
|
| |
Negotiations and
process - Were the terms of
the transaction negotiated at arm's-length? Was the process fair and
equitable? A fair process helps to ensure the best price for shareholders.
Significant negotiation "wins" can also signify the deal makers'
competency. The comprehensiveness of the sales process (e.g., full auction, partial
auction, no auction) can also
affect shareholder value.
|
| |
Conflicts of interest
- Are insiders benefiting
from the transaction disproportionately and inappropriately as compared to
non-insider shareholders? As the result of potential conflicts, the
directors and officers of the company may be more likely to vote to
approve a merger than if they did not hold these interests. Consider
whether these interests may have influenced these directors and officers
to support or recommend the merger. The CIC figure presented in the "ISS
Transaction Summary" section of this report is an aggregate figure that
can in certain cases be a misleading indicator of the true value transfer
from shareholders to insiders. Where such figure appears to be excessive,
analyze the underlying assumptions to determine whether a potential
conflict exists.
|
| |
Governance - Will the combined company have a better or worse governance profile than the current governance profiles of the respective parties to the transaction? If the governance profile is to change for the worse, the burden is on the company to prove that other issues (such as valuation) outweigh any deterioration in governance. |
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COMPENSATION
Executive Pay Evaluation
Underlying all evaluations are five global principles that most investors expect corporations to adhere to in designing and administering executive and director compensation programs:
| 1. |
Maintain appropriate
pay-for-performance alignment, with emphasis on long-term shareholder
value: This principle encompasses overall executive pay practices, which
must be designed to attract, retain, and appropriately motivate the key
employees who drive shareholder value creation over the long term. It will
take into consideration, among other factors, the link between pay and
performance; the mix between fixed and variable pay; performance goals;
and equity-based plan costs; |
| 2. | Avoid
arrangements that risk pay for failure: This principle addresses the
appropriateness of long or indefinite contracts, excessive severance
packages, and guaranteed compensation; |
| 3. | Maintain an
independent and effective compensation committee: This principle promotes
oversight of executive pay programs by directors with appropriate skills,
knowledge, experience, and a sound process for compensation
decision-making (e.g., including access to independent expertise
and advice when needed); |
| 4. | Provide
shareholders with clear, comprehensive compensation disclosures: This
principle underscores the importance of informative and timely disclosures
that enable shareholders to evaluate executive pay practices fully and
fairly; |
| 5. | Avoid inappropriate pay to non-executive directors: This principle recognizes the interests of shareholders in ensuring that compensation to outside directors does not compromise their independence and ability to make appropriate judgments in overseeing managers pay and performance. At the market level, it may incorporate a variety of generally accepted best practices. |
Advisory Votes on Executive CompensationManagement Proposals (Management Say-on- Pay)
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General Recommendation: Vote case-by-case on ballot items related to executive pay and practices, as well as certain aspects of outside director compensation. |
Vote against Advisory Votes on Executive Compensation (Management Say-on-Pay or MSOP) if:
| |
There is a significant
misalignment between CEO pay and company performance (pay for
performance); |
| |
The company maintains
significant problematic pay
practices; |
| |
The board exhibits a significant level of poor communication and responsiveness to shareholders. |
Vote against or withhold from the members of the Compensation Committee and potentially the full board if:
| |
There is no MSOP on the
ballot, and an against vote on an MSOP is warranted due to pay-for-performance misalignment, problematic pay practices, or the lack of
adequate responsiveness on compensation issues raised previously, or a combination
thereof; |
| |
The board fails to
respond adequately to a previous MSOP proposal that received less than 70
percent support of votes cast; |
| |
The company has recently
practiced or approved problematic pay practices, including option
repricing or option backdating; or |
| |
The situation is egregious. |
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Primary Evaluation Factors for Executive Pay
Pay-for-Performance Evaluation
ISS annually conducts a pay-for-performance analysis to identify strong or satisfactory alignment between pay and performance over a sustained period. With respect to companies in the Russell 3000 or Russell 3000E Indices6, this analysis considers the following:
| 1. |
Peer Group7 Alignment: |
| |
The degree of alignment
between the company's annualized TSR rank and the CEO's annualized total
pay rank within a peer group, each measured over a three-year
period. |
| |
The multiple of the
CEO's total pay relative to the peer group
median. |
| 2. |
Absolute Alignment8 the absolute alignment between the trend in CEO pay and company TSR over the prior five fiscal years i.e., the difference between the trend in annual pay changes and the trend in annualized TSR during the period. |
If the above analysis demonstrates significant unsatisfactory long-term pay-for-performance alignment or, in the case of companies outside the Russell indices, misaligned pay and performance are otherwise suggested, our analysis may include any of the following qualitative factors, as relevant to evaluating how various pay elements may work to encourage or to undermine long-term value creation and alignment with shareholder interests:
| |
The ratio of
performance- to time-based equity awards; |
| |
The overall ratio of
performance-based compensation;
|
| |
The completeness of
disclosure and rigor of performance goals; |
| |
The company's peer group
benchmarking practices;
|
| |
Actual results of
financial/operational metrics, such as growth in revenue, profit, cash
flow, etc., both absolute and relative to peers; |
| |
Special circumstances
related to, for example, a new CEO in the prior FY or anomalous equity
grant practices (e.g.,
bi-annual awards); |
| |
Realizable
pay9 compared to grant
pay; and
|
| |
Any other factors deemed relevant. |
Problematic Pay Practices
The focus is on executive compensation practices that contravene the global pay principles, including:
| |
Problematic practices
related to non-performance-based compensation elements; |
| |
Incentives that may
motivate excessive risk-taking; and |
| |
Options backdating. |
6
The Russell 3000E Index
includes approximately 4,000 of the largest U.S. equity securities.
7 The revised peer group is generally
comprised of 14-24 companies that are selected using market cap, revenue (or
assets for certain financial firms), GICS industry group, and company's selected
peers' GICS industry group, with size constraints, via a process designed to select peers that are comparable to the subject company in
terms of revenue/assets and industry, and also within a market-cap bucket that
is reflective of the company's. For Oil, Gas & Consumable Fuels companies,
market cap is the only size determinant.
8 Only Russell 3000 Index companies are subject to the Absolute Alignment analysis.
9 ISS research reports include realizable pay for S&P1500 companies.
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| © 2017 ISS | Institutional Shareholder Services | 11 of 17 |
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Problematic Pay Practices related to Non-Performance-Based Compensation Elements
Pay elements that are not directly based on performance are generally evaluated case-by-case considering the context of a company's overall pay program and demonstrated pay-for-performance philosophy. Please refer to ISS' Compensation FAQ document for detail on specific pay practices that have been identified as potentially problematic and may lead to negative recommendations if they are deemed to be inappropriate or unjustified relative to executive pay best practices. The list below highlights the problematic practices that carry significant weight in this overall consideration and may result in adverse vote recommendations:
| |
Repricing or replacing
of underwater stock options/SARS without prior shareholder approval
(including cash buyouts and voluntary surrender of underwater
options);
|
| |
Excessive perquisites or
tax gross-ups, including any gross-up related to a secular trust or
restricted stock vesting;
|
| |
New or extended
agreements that provide for:
|
| |
CIC payments exceeding 3
times base salary and average/target/most recent bonus; |
| |
CIC severance payments
without involuntary job loss or substantial diminution of duties ("single"
or "modified single" triggers); |
| |
CIC payments with excise
tax gross-ups (including "modified" gross-ups);
|
| |
Insufficient executive compensation disclosure by externally-managed issuers (EMIs) such that a reasonable assessment of pay programs and practices applicable to the EMI's executives is not possible. |
Incentives that may Motivate Excessive Risk-Taking
| |
Multi-year guaranteed
bonuses;
|
| |
A single or common
performance metric used for short- and long-term plans; |
| |
Lucrative severance
packages;
|
| |
High pay opportunities
relative to industry peers;
|
| |
Disproportionate
supplemental pensions; or
|
| |
Mega annual equity grants that provide unlimited upside with no downside risk. |
Factors that potentially mitigate the impact of risky incentives include rigorous claw-back provisions and robust stock ownership/holding guidelines.
Options Backdating
The following factors should be examined case-by-case to allow for distinctions to be made between sloppy plan administration versus deliberate action or fraud:
| |
Reason and motive for
the options backdating issue, such as inadvertent vs. deliberate grant
date changes; |
| |
Duration of options
backdating;
|
| |
Size of restatement due
to options backdating;
|
| |
Corrective actions taken
by the board or compensation committee, such as canceling or re-pricing
backdated options, the recouping of option gains on backdated grants;
and
|
| |
Adoption of a grant policy that prohibits backdating, and creates a fixed grant schedule or window period for equity grants in the future. |
Compensation Committee Communications and Responsiveness
Consider the following factors case-by-case when evaluating ballot items related to executive pay on the boards responsiveness to investor input and engagement on compensation issues:
| |
Failure to respond to
majority-supported shareholder proposals on executive pay topics;
or
|
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| |
Failure to adequately
respond to the company's previous say-on-pay proposal that received the
support of less than 70 percent of votes cast, taking into
account: |
| |
The company's response,
including:
|
| |
Disclosure of engagement
efforts with major institutional investors regarding the issues that
contributed to the low level of support; |
| |
Specific actions taken
to address the issues that contributed to the low level of
support;
|
| |
Other recent
compensation actions taken by the company; |
| | Whether the issues raised are recurring or
isolated; | |
| | The company's ownership structure; and | |
| | Whether the support level was less than 50 percent, which would warrant the highest degree of responsiveness. |
Frequency of Advisory Vote on Executive Compensation ("Say When on Pay")
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General Recommendation: Vote for annual advisory votes on compensation, which provide the most consistent and clear communication channel for shareholder concerns about companies' executive pay programs. |
Equity-Based and Other Incentive Plans
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General Recommendation: Vote case-by-case on certain equity-based compensation plans10 depending on a combination of certain plan features and equity grant practices, where positive factors may counterbalance negative factors, and vice versa, as evaluated using an "equity plan scorecard" (EPSC) approach with three pillars: |
|
|
Plan Cost: The total estimated cost of the companys equity plans relative to industry/market cap peers, measured by the company's estimated Shareholder Value Transfer (SVT) in relation to peers and considering both: | |
|
|
SVT based on new shares requested plus shares remaining for future grants, plus outstanding unvested/unexercised grants; and | |
|
|
SVT based only on new shares requested plus shares remaining for future grants. | |
|
|
Plan Features: | |
|
|
Automatic single-triggered award vesting upon a change in control (CIC); | |
|
|
Discretionary vesting authority; | |
|
|
Liberal share recycling on various award types; | |
|
|
Lack of minimum vesting period for grants made under the plan; | |
|
|
Dividends payable prior to award vesting. | |
|
|
Grant Practices: | |
|
|
The companys three-year burn rate relative to its industry/market cap peers; | |
|
|
Vesting requirements in most recent CEO equity grants (3-year look-back); | |
|
|
The estimated duration of the plan (based on the sum of shares remaining available and the new shares requested, divided by the average annual shares granted in the prior three years); | |
|
|
The proportion of the CEO's most recent equity grants/awards subject to performance conditions; | |
|
|
Whether the company maintains a claw-back policy; | |
|
|
Whether the company has established post-exercise/vesting share-holding requirements. | |
____________________
10 Proposals evaluated under the EPSC policy generally include those to approve or amend (1) stock option plans for employees and/or employees and directors, (2) restricted stock plans for employees and/or employees and directors, and (3) omnibus stock incentive plans for employees and/or employees and directors; amended plans will be further evaluated case-by-case.
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Generally vote against the plan proposal if the combination of above factors indicates that the plan is not, overall, in shareholders' interests, or if any of the following egregious factors apply:
| | Awards may vest in connection with a liberal
change-of-control definition; |
| | The
plan would permit repricing or cash buyout of underwater options without
shareholder approval (either by expressly permitting it for NYSE and Nasdaq listed companies
or by not prohibiting it when the company has a history of repricing for non-listed
companies); |
| | The
plan is a vehicle for problematic pay practices or a significant
pay-for-performance disconnect under certain circumstances; or |
| | Any other plan features are determined to have a significant negative impact on shareholder interests. |
SOCIAL/ENVIRONMENTAL ISSUES
Global Approach
Issues covered under the policy include a wide range of topics, including consumer and product safety, environment and energy, labor standards and human rights, workplace and board diversity, and corporate political issues. While a variety of factors goes into each analysis, the overall principle guiding all vote recommendations focuses on how the proposal may enhance or protect shareholder value in either the short or long term.
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General Recommendation: Generally vote case-by-case, taking into consideration whether implementation of the proposal is likely to enhance or protect shareholder value, and in addition the following will also be considered: |
| | If
the issues presented in the proposal are more appropriately or effectively
dealt with through legislation or government regulation; |
| | If
the company has already responded in an appropriate and sufficient manner
to the issue(s) raised in the proposal; |
| | Whether the proposal's request is unduly burdensome (scope or
timeframe) or overly prescriptive; |
| | The
company's approach compared with any industry standard practices for
addressing the issue(s) raised by the proposal; |
| | If
the proposal requests increased disclosure or greater transparency,
whether or not reasonable and sufficient information is currently
available to shareholders from the company or from other publicly
available sources; and |
| | If the proposal requests increased disclosure or greater transparency, whether or not implementation would reveal proprietary or confidential information that could place the company at a competitive disadvantage. |
Pharmaceutical Pricing, Access to Medicines, and Prescription Drug Reimportation
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General Recommendation: Generally vote against proposals requesting that companies implement specific price restraints on pharmaceutical products unless the company fails to adhere to legislative guidelines or industry norms in its product pricing practices. |
Vote case-by-case on proposals requesting that a company report on its product pricing or access to medicine policies, considering:
| | The potential for reputational, market, and regulatory risk exposure; |
| | Existing disclosure of relevant policies; |
| | Deviation from established industry norms; |
| | Relevant company initiatives to provide research and/or products to disadvantaged consumers; |
| | Whether the proposal focuses on specific products or geographic regions; |
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| | The potential burden and scope of the requested report; |
| | Recent significant controversies, litigation, or fines at the company. |
Generally vote for proposals requesting that a company report on the financial and legal impact of its prescription drug reimportation policies unless such information is already publicly disclosed.
Generally vote against proposals requesting that companies adopt specific policies to encourage or constrain prescription drug reimportation. Such matters are more appropriately the province of legislative activity and may place the company at a competitive disadvantage relative to its peers.
Climate Change/Greenhouse Gas (GHG) Emissions
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General Recommendation: Generally vote for resolutions requesting that a company disclose information on the risks related to climate change on its operations and investments, such as financial, physical, or regulatory risks, considering: |
| | Whether the company already provides current,
publicly-available information on the impact that climate change may have
on the company as well as associated company policies and procedures to
address related risks and/or opportunities; |
| | The
companys level of disclosure is at least comparable to that of industry
peers; and |
| | There are no significant controversies, fines, penalties, or litigation associated with the companys environmental performance. |
Generally vote for proposals requesting a report on greenhouse gas (GHG) emissions from company operations and/or products and operations, unless:
| | The
company already discloses current, publicly-available information on the
impacts that GHG emissions may have on the company as well as associated
company policies and procedures to address related risks and/or
opportunities; |
| | The
company's level of disclosure is comparable to that of industry peers;
and |
| | There are no significant, controversies, fines, penalties, or litigation associated with the company's GHG emissions. |
Vote case-by-case on proposals that call for the adoption of GHG reduction goals from products and operations, taking into account:
| | Whether the company provides disclosure of year-over-year GHG
emissions performance data; |
| | Whether company disclosure lags behind industry
peers; |
| | The company's actual GHG emissions
performance; |
| | The company's current GHG emission
policies, oversight mechanisms, and related initiatives; and |
| | Whether the company has been the subject of recent, significant violations, fines, litigation, or controversy related to GHG emissions. |
Board Diversity
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General Recommendation: Generally vote for requests for reports on a company's efforts to diversify the board, unless: |
| | The
gender and racial minority representation of the companys board is
reasonably inclusive in relation to companies of similar size and
business; and |
| | The board already reports on its nominating procedures and gender and racial minority initiatives on the board and within the company. |
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| © 2017 ISS | Institutional Shareholder Services | 15 of 17 |
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Vote case-by-case on proposals asking a company to increase the gender and racial minority representation on its board, taking into account:
| | The
degree of existing gender and racial minority diversity on the companys
board and among its executive officers; |
| | The
level of gender and racial minority representation that exists at the
companys industry peers; |
| | The
companys established process for addressing gender and racial minority
board representation; |
| | Whether the proposal includes an overly prescriptive request
to amend nominating committee charter language; |
| | The
independence of the companys nominating committee; |
| | Whether the company uses an outside search firm to identify
potential director nominees; and |
| | Whether the company has had recent controversies, fines, or litigation regarding equal employment practices. |
This document and all of the information contained in it, including without limitation all text, data, graphs, and charts (collectively, the "Information") is the property of Institutional Shareholder Services Inc. (ISS), its subsidiaries, or, in some cases third party suppliers.
The Information has not been submitted to, nor received approval from, the United States Securities and Exchange Commission or any other regulatory body. None of the Information constitutes an offer to sell (or a solicitation of an offer to buy), or a promotion or recommendation of, any security, financial product or other investment vehicle or any trading strategy, and ISS does not endorse, approve, or otherwise express any opinion regarding any issuer, securities, financial products or instruments or trading strategies.
The user of the Information assumes the entire risk of any use it may make or permit to be made of the Information.
ISS MAKES NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE INFORMATION AND EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES (INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF ORIGINALITY, ACCURACY, TIMELINESS, NON-INFRINGEMENT, COMPLETENESS, MERCHANTABILITY, AND FITNESS for A PARTICULAR PURPOSE) WITH RESPECT TO ANY OF THE INFORMATION.
Without limiting any of the foregoing and to the maximum extent permitted by law, in no event shall ISS have any liability regarding any of the Information for any direct, indirect, special, punitive, consequential (including lost profits), or any other damages even if notified of the possibility of such damages. The foregoing shall not exclude or limit any liability that may not by applicable law be excluded or limited.
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United States 2017 Taft-Hartley Proxy Voting Guidelines |
|
Executive Summary
|
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2016 Taft-Hartley U.S. Proxy Voting Guidelines Summary |
TABLE OF CONTENTS
| INTRODUCTION | 4 |
| BOARD OF DIRECTORS | 5 |
| Board Independence | 5 |
| Board Competence | 5 |
| Board Accountability | 5 |
| Board Responsiveness | 9 |
| Proxy Contests/Proxy Access Voting for Director Nominees in Contested Elections | 10 |
| Independent Directors | 10 |
| Non-independent Chairperson | 10 |
| Board Structure | 11 |
| Board and Committee Size | 11 |
| Majority Threshold Voting Requirement for Director Elections | 12 |
| Cumulative Voting | 12 |
| Shareholder Access to the Proxy | 12 |
| Poison Pills | 13 |
| CAPITAL STRUCTURE | 14 |
| Increase Authorized Common Stock | 14 |
| Stock Distributions: Splits and Dividends | 14 |
| Reverse Stock Splits | 14 |
| Dual Class Structures | 14 |
| Preemptive Rights | 15 |
| Preferred Stock Authorization | 15 |
| AUDITOR RATIFICATION | 16 |
| Auditor Independence | 16 |
| Disclosures Under Section 404 of Sarbanes-Oxley Act | 16 |
| MERGERS, ACQUISITIONS, AND TRANSACTIONS | 17 |
| Mergers and Acquisitions | 17 |
| Reincorporation | 17 |
| EXECUTIVE COMPENSATION | 18 |
| Stock Option Plans | 18 |
| Problematic Compensation Practices | 18 |
| Proposals to Limit Executive and Director Pay | 18 |
| Golden Parachutes | 19 |
| Options Backdating | 19 |
| Advisory Votes on Executive Compensation Management Say-on-Pay Proposals | 19 |
| Frequency of Advisory Vote on Executive Compensation Management Say on Pay | 20 |
| SOCIAL AND ENVIRONMENTAL ISSUES | 21 |
| CERES Principles | 21 |
| Corporate and Supplier Codes of Conduct | 21 |
| Political Contributions, Lobbying Reporting & Disclosure | 22 |
| Greenhouse Gas Emissions | 22 |
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Taft Hartley Advisory Services Guidelines
based on AFL-CIO Proxy Voting Policy © 2017 ISS | Institutional Shareholder Services |
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2017 Taft-Hartley U.S. Proxy Voting Guidelines Summary |
| Sustainability Reporting and Planning | 22 |
| Hydraulic Fracturing | 23 |
| Water Use | 23 |
| Workplace Safety | 23 |
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Taft Hartley Advisory Services Guidelines
based on AFL-CIO Proxy Voting Policy © 2017 ISS | Institutional Shareholder Services |
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2017 Taft-Hartley U.S. Proxy Voting Guidelines Summary |
INTRODUCTION
The proxy voting policy of ISS Taft-Hartley Advisory Services is based upon the AFL-CIO Proxy Voting Guidelines, which comply with all the fiduciary standards delineated by the U.S. Department of Labor.
Taft-Hartley client accounts are governed by the Employee Retirement Income Security Act (ERISA). ERISA sets forth the tenets under which pension fund assets must be managed and invested. Proxy voting rights have been declared by the Department of Labor to be valuable plan assets and therefore must be exercised in accordance with the fiduciary duties of loyalty and prudence. The duty of loyalty requires that the voting fiduciary exercise proxy voting authority solely in the economic interest of participants and plan beneficiaries. The duty of prudence requires that decisions be made based on financial criteria and that a clear process exists for evaluating proxy issues.
The Taft-Hartley Advisory Services voting policy was carefully crafted to meet those requirements by promoting long-term shareholder value, emphasizing the economic best interests of plan participants and beneficiaries. Taft-Hartley Advisory Services will assess the short-term and long-term impact of a vote and will promote a position that is consistent with the long-term economic best interests of plan members embodied in the principle of a worker-owner view of value.
The Taft-Hartley Advisory Services guidelines address a broad range of issues, including election of directors, executive compensation, proxy contests, auditor ratification, and tender offer defenses all significant voting items that affect long- term shareholder value. In addition, these guidelines delve deeper into workplace issues that may have an impact on corporate performance, including:
| ● | Corporate policies that affect job security and wage
levels; |
| ● | Corporate policies that affect local economic
development and stability; |
| ● | Corporate responsibility to employees, communities and
the environment; and |
| ● | Workplace safety and health issues. |
Taft-Hartley Advisory Services shall analyze each proxy on a case-by-case basis, informed by the guidelines outlined in the following pages. Taft-Hartley Advisory Services does not intend for these guidelines to be exhaustive. It is neither practical nor productive to fashion voting guidelines and policies which attempt to address every eventuality. Rather, Taft-Hartley Advisory Services guidelines are intended to cover the most significant and frequent proxy issues that arise. Issues not covered by the guidelines shall be voted in the interest of plan participants and beneficiaries of the plan based on a worker-owner view of long-term corporate value. Taft-Hartley Advisory Services shall revise its guidelines as events warrant and will remain in full conformity with the AFL-CIO proxy voting policy.
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Taft Hartley Advisory Services Guidelines
based on AFL-CIO Proxy Voting Policy © 2017 ISS | Institutional Shareholder Services |
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2017 Taft-Hartley U.S. Proxy Voting Guidelines Summary |
BOARD OF DIRECTORS
Electing directors is the single most important stock ownership right that shareholders can exercise. The board of directors is responsible for holding management accountable to performance standards on behalf of the shareholders. Taft-Hartley Advisory Services holds directors to a high standard when voting on their election, qualifications, and compensation.
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Taft-Hartley Advisory Services Recommendation: Votes on individual director nominees are always made on a case-by-case basis. Specific director nominee withhold/against votes can be triggered by one or more of the following factors: |
Board Independence
Without independence from management, the board and/or its committees may be unwilling or unable to effectively set company strategy and scrutinize performance or executive compensation.
| |
Lack of board and key board committee independence (fully independent audit, compensation, and nominating committees); |
| |
Lack of a board that is at least two-thirds (67 percent) independent i.e. where the composition of non- independent board members is in excess of 33 percent of the entire board; |
| |
Lack of an independent board chair; |
| |
Lack of independence on key board committees (i.e. audit, compensation, and nominating committees); or |
| |
Failure to establish any key board committees (i.e. audit, compensation, or nominating). |
Board Competence
Companies should seek a diverse board of directors who can add value to the board through specific skills or expertise and who can devote sufficient time and commitment to serve effectively. While directors should not be constrained by arbitrary limits such as age or term limits, directors who are unable to attend board and committee meetings and/or who are overextended (i.e. serving on too many boards) raise concern on the directors ability to effectively serve in shareholders best interests.
| |
Attendance of director nominees at board meetings of less than 75 percent in one year without valid reason or explanation; or |
| |
Directors serving on an excessive number of other boards which could compromise their primary duties of care and loyalty. |
Board Accountability
Practices that promote accountability include; transparency into a companys governance practices, annual board elections, and providing shareholders the ability to remove problematic directors and to vote on takeover defenses or other charter/bylaw amendments. These practices help reduce the opportunity for management entrenchment.
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Taft
Hartley Advisory Services Guidelines based on AFL-CIO Proxy Voting
Policy © 2017 ISS | Institutional Shareholder Services |
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2017 Taft-Hartley U.S. Proxy Voting Guidelines Summary |
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Taft-Hartley Advisory Services Recommendation: Vote against or withhold from the entire board of directors, (except new nominees, who should be considered on a case-by-case basis) if: |
Problematic Takeover Defenses
| |
The board lacks accountability and oversight due to the presence of problematic governance provisions, coupled with long-term poor corporate performance relative to peers; |
| |
If the company has a classified board and a continuing director is responsible for a problematic governance issue at the board/committee level that would warrant a withhold/against vote, in addition to potential future withhold/against votes on that director, Taft-Hartley Advisory Services may recommend votes against or withhold votes from any or all of the nominees up for election, with the exception of new nominees; |
| |
The companys poison pill has a dead-hand or modified dead-hand feature; or |
| |
The board adopts a pill or makes a material adverse change to an existing pill without shareholder approval. |
Restriction of Binding Shareholder Proposals:
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Taft-Hartley Advisory Services Recommendation: Vote against or withhold from members of the governance committee if: |
| |
The companys charter or articles of incorporation impose undue restrictions on shareholders ability to amend the bylaws. Such restrictions include, but are not limited to: outright prohibition on the submission of binding shareholder proposals, or share ownership requirements or time holding requirements in excess of SEC Rule 14a-8. Vote against on an ongoing basis. |
Problematic Compensation Practices/Pay-for-Performance Misalignment
Performance of compensation committee members and/or the entire board in relation to the approval of egregious or excessive executive compensation (including perquisites and cash or equity awards).
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Taft-Hartley Advisory Services Recommendation: Vote against or withhold votes from members of the Compensation Committee and potentially the full board if: |
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There is a misalignment between CEO pay and company performance (see Pay-for-Performance policy); |
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The company maintains problematic pay practices including options backdating, excessive perks and overly generous employment contracts etc.; |
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The company fails to submit one-time transfers of stock options to a shareholder vote; |
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The company fails to fulfill the terms of a burn rate commitment they made to shareholders; or |
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There is evidence that management/board members are using company stock in hedging activities. |
Vote case-by-case on Compensation Committee members (or, potentially, the full board) and the Management Say- on-Pay proposal if:
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The company's previous say-on-pay proposal received low levels of investor support, taking into account: | |
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The company's response, including: a) disclosure of engagement efforts with major institutional investors regarding the issues that contributed to the low level of support; b) specific actions taken to address the issues that contributed to the low level of support; c) other recent compensation actions taken by the company; | |
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Whether the issues raised are recurring or isolated; | |
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The company's ownership structure; and | |
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Whether the support level was less than 50 percent, which would warrant the highest degree of responsiveness. | |
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2017 Taft-Hartley U.S. Proxy Voting Guidelines Summary |
Problematic Audit-Related Practices
Performance of audit committee members concerning the approval of excessive non-audit fees, material weaknesses, and/or the lack of auditor ratification upon the proxy ballot
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Taft-Hartley Advisory Services Recommendation: Vote against or withhold votes from the members of the Audit Committee when: |
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Consulting (i.e. non-audit) fees paid to the auditor are excessive; |
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Auditor ratification is not included on the proxy ballot; |
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The company receives an adverse opinion on the companys financial statements from its auditor; |
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There is evidence that the audit committee entered into an inappropriate indemnification agreement with its auditor that limits the ability of the company, or its shareholders, to pursue legitimate legal recourse against the audit firm; or |
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Poor accounting practices such as: fraud; misapplication of GAAP; and material weaknesses identified in Section 404 disclosures, exist. Poor accounting practices may warrant voting against or withholding votes from the full board. |
Unilateral Bylaw/Charter Amendments and Problematic Capital Structures
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Taft-Hartley Advisory Services Recommendation: Generally vote against or withhold from directors individually, committee members, or the entire board (except new nominees, who should be considered case-by-case) if the board amends the company's bylaws or charter without shareholder approval in a manner that materially diminishes shareholders' rights or that could adversely impact shareholders, considering the following factors: |
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The board's rationale for adopting the bylaw/charter amendment without shareholder ratification; |
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Disclosure by the company of any significant engagement with shareholders regarding the amendment; |
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The level of impairment of shareholders' rights caused by the board's unilateral amendment to the bylaws/charter; |
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The board's track record with regard to unilateral board action on bylaw/charter amendments or other entrenchment provisions; |
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The company's ownership structure; |
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The company's existing governance provisions; |
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The timing of the board's amendment to the bylaws/charter in connection with a significant business development; and |
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Other factors, as deemed appropriate, that may be relevant to determine the impact of the amendment on shareholders. |
Unless the adverse amendment is reversed or submitted to a binding shareholder vote, in subsequent years vote case-by-case on director nominees. Generally vote against (except new nominees, who should be considered case- by-case) if the directors:
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Classified the board; |
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Adopted supermajority vote requirements to amend the bylaws or charter; or |
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Eliminated shareholders' ability to amend bylaws. |
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2017 Taft-Hartley U.S. Proxy Voting Guidelines Summary |
For newly public companies, generally vote against or withhold from directors individually, committee members, or the entire board (except new nominees, who should be considered case-by-case) if, prior to or in connection with the company's public offering, the company or its board adopted bylaw or charter provisions materially adverse to shareholder rights, or implemented a multi-class capital structure in which the classes have unequal voting rights considering the following factors:
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The level of impairment of shareholders' rights; |
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The disclosed rationale; |
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The ability to change the governance structure (e.g., limitations on shareholders right to amend the bylaws or charter, or supermajority vote requirements to amend the bylaws or charter); |
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The ability of shareholders to hold directors accountable through annual director elections, or whether the company has a classified board structure; |
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Any reasonable sunset provision; and |
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Other relevant factors. |
Unless the adverse provision and/or problematic capital structure is reversed or removed, vote case-by-case on director nominees in subsequent years.
Governance Failures
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Taft-Hartley Advisory Services Recommendation: Under extraordinary circumstances, vote against or withhold from directors individually, committee members, or the entire board, due to: |
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The presence of problematic governance practices including interlocking directorships, multiple related- party transactions, excessive risk-taking, imprudent use of corporate assets, etc.; |
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Inadequate CEO succession planning, including the absence of an emergency and non-emergency/orderly CEO succession plan; |
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Material failures of governance, stewardship, risk oversight1, or fiduciary responsibilities at the company, failure to replace management as appropriate, flagrant or egregious actions related to the director(s) service on other boards that raise substantial doubt about his or her ability to effectively oversee management and serve the best interests of shareholders at any company; |
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Chapter 7 bankruptcy, Securities & Exchange Commission (SEC) violations or fines, and criminal investigations by the Department of Justice (DOJ), Government Accounting Office (GAO) or any other federal agency. |
Director Performance Evaluation
Many institutional investors believe long-term financial performance and the appropriateness of governance practices should be taken into consideration when determining vote recommendations with regard to directors in uncontested elections. When evaluating whether to vote against or withhold votes from director nominees, Taft-Hartley Advisory Services will evaluate underperforming companies that exhibit sustained poor performance as measured by total returns to shareholders over a one- and three-year period.
1 Examples of failure of risk oversight include, but are not limited to: bribery; large or serial fines or sanctions from regulatory bodies; significant adverse legal judgments or settlements; hedging of company stock; or significant pledging of company stock.
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2017 Taft-Hartley U.S. Proxy Voting Guidelines Summary |
Taft-Hartley Advisory Services views deficient oversight mechanisms and the lack of board accountability to shareholders especially in the context of sustained poor performance, as problematic. As part of the framework for assessing director performance, Taft-Hartley Advisory Services will also evaluate board accountability and oversight at companies that demonstrate sustained underperformance. A governance structure that discourages director accountability may lead to board and management entrenchment. For example, the existence of several anti-takeover provisions* has the cumulative effect of deterring legitimate tender offers, mergers, and corporate transactions that may have ultimately proved beneficial to shareholders. When a company maintains entrenchment devices, shareholders of poorly performing companies are left with few effective routes to beneficial change.
Taft-Hartley Advisory Services will assess the companys response to the ongoing performance issues, and consider recent board and management changes, board independence, overall governance practices, and other factors that may have an impact on shareholders. If a company exhibits sustained poor performance coupled with a lack of board accountability and oversight, Taft-Hartley Advisory Services may also consider the companys five-year total shareholder return and five-year operational metrics.
*Problematic provisions include but are not limited to:
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A classified board structure; |
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A supermajority vote requirement; |
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Either a plurality vote standard in uncontested director elections or a majority vote standard with no plurality carve-out for contested elections; |
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The inability for shareholders to call special meetings; |
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The inability for shareholders to act by written consent; |
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A dual-class structure; and/or |
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A non-shareholder approved poison pill. |
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Taft-Hartley Advisory Services Recommendation: Vote against or withhold votes from all director nominees if the board lacks accountability and oversight, coupled with sustained poor performance relative to peers. Sustained poor performance is measured by one- and three-year total shareholder returns in the bottom half of a companys four-digit GICS industry group (Russell 3000 companies only). |
Board Responsiveness
Directors should be responsive to shareholders, particularly in regard to shareholder proposals that receive a majority vote and to tender offers where a majority of shares are tendered. Boards should also be sufficiently responsive to high against/withhold votes on directors. Furthermore, shareholders should expect directors to devote sufficient time and resources to oversight of the company. Vote against or withhold votes from individual directors, committee members, or the entire board as appropriate if:
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At the previous board election, any director received more than 50 percent withhold/against votes of the shares cast and the company has failed to address the underlying issue(s) that caused the high withhold/against votes; |
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The board failed to act on takeover offers where the majority of the shareholders tendered their shares; |
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The board failed to act on a shareholder proposal that received approval by a majority of the shares cast the previous year; or |
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The board implements an advisory vote on executive compensation on a less frequent basis than the frequency that received the majority of votes cast at the most recent shareholder meeting at which shareholders voted on the say-on-pay frequency. |
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2017 Taft-Hartley U.S. Proxy Voting Guidelines Summary |
Proxy Contests/Proxy Access Voting for Director Nominees in Contested Elections
Contested elections of directors frequently occur when a board candidate or dissident slate seeks election for the purpose of achieving a significant change in corporate policy or control of seats on the board. Competing slates will be evaluated on a case-by-case basis with a number of considerations in mind. These include, but are not limited to, the following: personal qualifications of each candidate; the economic impact of the policies advanced by the dissident slate of nominees; and their expressed and demonstrated commitment to the interests of the shareholders of the company.
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Taft-Hartley Advisory Services Recommendation: Votes in a contested election of directors are evaluated on a case-by-case basis with the following seven factors in consideration: |
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Long-term financial performance of the company relative to its industry; |
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Managements track record; |
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Background to the contested election; |
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Nominee qualifications and any compensatory arrangements; |
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Strategic plan of dissident slate and quality of critique against management; |
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Likelihood that the proposed goals and objectives can be achieved (both slates); |
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Stock ownership positions. |
In the case of candidates nominated pursuant to proxy access, vote case-by-case considering any applicable factors listed above or additional factors which may be relevant, including those that are specific to the company, to the nominee(s) and/or to the nature of the election (such as whether or not there are more candidates than board seats).
Independent Directors
Board independence from management is of vital importance to a company and its shareholders. Accordingly, Taft-Hartley Advisory Services believes votes should be cast in a manner that will encourage the independence of boards. Independence will be evaluated based upon a number of factors, including: employment by the company or an affiliate in an executive capacity; past or current employment by a firm that is one of the companys paid advisors or consultants; a personal services contract with the company; family relationships of an executive or director of the company; interlocks with other companies on which the companys chairman or chief executive officer is also a board member; and service with a non-profit organization that receives significant contributions from the company.
Non-independent Chairperson
Two major components at the top of every public company are the running of the board and the executive responsibility for the running of the companys business. Many institutional investors believe there should be a clear division of responsibilities at the head of the company that will ensure a balance of power and authority, such that no one individual has unfettered powers of decision. When there is no clear division between the executive and board branches of a company, poor executive and/or board actions often go unchecked to the ultimate detriment of shareholders. Since executive compensation is so heavily correlated to the managerial power relationship in the boardroom, the separation of the CEO and chairman positions is a critical step in curtailing excessive pay, which ultimately can become a drain on shareholder value.
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Taft Hartley Advisory Services Guidelines
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2017 Taft-Hartley U.S. Proxy Voting Guidelines Summary |
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Taft-Hartley Advisory Services Recommendation: |
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Generally vote against or withhold votes from any non-independent director who serves as board chairman. |
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Generally vote against or withhold votes from a CEO who is also serving in the role of chairman at the same company. |
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Generally support shareholder proposals calling for the separation of the CEO and chairman positions. |
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Generally support shareholder proposals calling for a non-executive director to serve as chairman who is not a former CEO or senior-level executive of the company. |
Board Structure
Taft-Hartley Advisory Services supports the principle that all directors should be accountable to shareholder vote on an annual basis. A classified board is a board divided into separate classes (typically three), with only one class of nominees coming up to vote at the annual meeting each year. As a result, shareholders are only able to vote a single director approximately once every three years. A classified board makes it difficult to change control of the board through a proxy contest because typically only one-third of the seats will be at stake. Classified boards can also reduce director accountability by insulating directors, at least for a certain period of time, from the consequences of their actions. Continuing directors who are responsible for a problematic governance issue at the board/committee level would avoid shareholders reactions to their actions because they would not be up for election in that year. In these cases, the full board should be responsible for the actions of its directors.
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Taft-Hartley Advisory Services Recommendation: |
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Vote against management or shareholder proposals seeking to classify the board when the issue comes up for vote. |
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Vote for management or shareholder proposals to repeal a companys classified board structure. |
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If the company has a classified board and a continuing director is responsible for a problematic governance issue at the board/committee level that would warrant a withhold/against vote, in addition to potential future withhold/against votes on that director, Taft-Hartley Advisory Services may vote against or withhold votes from any or all of the nominees up for election, with the exception of new nominees. |
Board and Committee Size
While there is no hard and fast rule among institutional investors as to what may be an optimal board size, there is an acceptable range that companies should strive to meet and not exceed. A board that is too large may function inefficiently. Conversely, a board that is too small may allow the CEO to exert disproportionate influence or may stretch the time requirements of individual directors too thin.
Proposals seeking to set board size will be evaluated on a case-by-case basis. Given that the preponderance of boards in the U.S. range between five and fifteen directors, many institutional investors believe this benchmark is a useful standard for evaluating such proposals.
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Taft-Hartley Advisory Services Recommendation: |
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Generally vote against any proposal seeking to amend the companys board size to fewer than five seats. |
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Generally vote against any proposal seeking to amend the companys board size to more than fifteen seats; |
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Evaluate board size on a case-by-case basis and consider withhold or against votes or other action at companies that have fewer than five directors and more than 15 directors on their board. |
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2017 Taft-Hartley U.S. Proxy Voting Guidelines Summary |
Majority Threshold Voting Requirement for Director Elections
Taft-Hartley fiduciaries believe shareholders should have a greater voice in regard to the election of directors and view majority threshold voting as a viable alternative to the current deficiencies of the plurality system in the U.S. Shareholders have expressed strong support for resolutions on majority threshold voting. Taft-Hartley Advisory Services supports proposals calling for directors to be elected with an affirmative majority of votes cast and/or the elimination of the plurality standard for electing directors, provided the proposal includes a carve-out for a plurality voting standard in contested director elections.
Cumulative Voting
Under a cumulative voting scheme, shareholders are permitted to have one vote per share for each director to be elected and may apportion these votes among the director candidates in any manner they wish. This voting method allows minority shareholders to influence the outcome of director contests by cumulating their votes for one nominee, thereby creating a measure of independence from management control.
With the advent and prevalence of majority voting for director elections, shareholders now have greater flexibility in supporting candidates for a companys board of directors. Cumulative voting and majority voting can work together operationally, with companies electing to use majority voting for uncontested elections and cumulative voting for contested elections to increase accountability and ensure minority representation on the board. In contested elections, similar to cumulative voting, proxy access allows shareholder access to the ballot without a veto from the nominating committee, but unlike cumulative voting, it also requires majority support to elect such directors.
Taft-Hartley Advisory Services recommends votes against proposals to eliminate cumulative voting, and votes for proposals to allow cumulative voting unless: 1) The company has adopted a majority vote standard, with a carve-out for plurality voting in contested board elections, and a director resignation policy to address failed elections; and 2) company has proxy access thereby allowing shareholders to nominate directors to the companys ballot.
Shareholder Access to the Proxy
Many investors view proxy access as an important shareholder right, one that is complementary to other best-practice corporate governance features. Taft-Hartley Advisory Services is generally supportive of reasonably crafted shareholder proposals advocating for the ability of long-term shareholders to cost-effectively nominate director candidates that represent their interests on managements proxy card. Shareholder proposals that have the potential to result in abuse of the proxy access right by way of facilitating hostile takeovers will generally not be supported.
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Taft-Hartley Advisory Services Recommendation: Vote case-by-case on proposals to provide shareholders the ability to nominate director candidates to be included on managements proxy card, taking into account, among other factors: |
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Company-specific factors including: |
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Responsiveness to shareholders (e.g. failing to implement majority-supported shareholder proposals); |
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Board and key committee independence; |
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Problematic governance and compensation practices; and |
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Past accounting or financial issues such as restatements. |
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Proposal-specific factors, including: |
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The ownership thresholds proposed in the resolution (i.e., percentage and duration); |
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The maximum proportion of directors that shareholders may nominate each year; and |
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The method of determining which nominations should appear on the ballot if multiple shareholders submit nominations. |
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2017 Taft-Hartley U.S. Proxy Voting Guidelines Summary |
Poison Pills
Shareholder rights plans, more commonly known as poison pills, are warrants issued to shareholders allowing them to purchase shares from the company at a price far below market value when a certain ownership threshold has been reached, thereby effectively preventing a takeover. Poison pills can entrench management and give the board veto power over takeover bids, thereby altering the balance of power between shareholders and management. While poison pills are evaluated on a case-by-case basis depending on a companys particular set of circumstances, Taft-Hartley Advisory Services generally recommends votes for proposals to submit a companys poison pill to shareholder vote and/or eliminate or redeem poison pills. Taft-Hartley Advisory Services will recommend a vote against or withhold votes from boards where a dead-hand poison pill provision is in place. From a shareholder perspective, there is no justification for a dead-hand provision.
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Taft Hartley Advisory Services Guidelines
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2017 Taft-Hartley U.S. Proxy Voting Guidelines Summary |
CAPITAL STRUCTURE
Increase Authorized Common Stock
Corporations seek shareholder approval to increase their supply of common stock for a variety of business reasons. Taft-Hartley Advisory Services will recommend a vote for proposals to increase authorized common stock when management has provided a specific justification for the increase, evaluating proposals on a case-by-case basis. An increase of up to 50 percent is enough to allow a company to meet its capital needs. Taft-Hartley Advisory Services will recommend a vote against proposals to increase an authorization by more than 50 percent unless management provides compelling reasons for the increase.
Stock Distributions: Splits and Dividends
Stock splits/dividends involve the partitioning of the outstanding shares of a corporation into a larger number of shares, while proportionately decreasing the market price of the stock. Stock splits/dividends do not affect the equity of the company. An understanding of forward and reverse stock splits and stock dividends is relevant because proposals to increase authorized common shares may be tied to the implementation of a planned stock distribution.
Taft-Hartley Advisory Services' generally recommends support for management proposals to increase the common share authorization for stock split or stock dividend, provided that the increase in authorized shares is reasonable in accordance with Taft-Hartley Advisory Services' Common Stock Authorization policy.
Reverse Stock Splits
Reverse splits exchange multiple shares for a lesser amount to increase share price. Evaluation of management proposals to implement a reverse stock split will take into account whether there is a corresponding proportional decrease in authorized shares. Without a corresponding decrease, a reverse stock split is effectively an increase in authorized shares by way of reducing the number of shares outstanding, while leaving the number of authorized shares to be issued at the pre-split level. Taft-Hartley Advisory Services also considers if the reverse stock split is necessary to maintain listing of a company's stock on the national stock exchanges.
Taft-Hartley Advisory Services generally supports a reverse stock split if the number of authorized shares will be reduced proportionately. When there is not a proportionate reduction of authorized shares, Taft-Hartley trustees should oppose such proposals unless a stock exchange has provided notice to the company of a potential delisting.
Dual Class Structures
Taft-Hartley Advisory Services does not support dual share class structures. Incumbent management can use a dual class structure to gain unequal voting rights. A separate class of shares with superior voting rights can allow management to concentrate its power and insulate itself from the majority of its shareholders. An additional drawback is the added cost and complication of maintaining the two class system. Taft-Hartley Advisory Services will recommend a vote for a one share, one vote capital structure, and a vote against the creation or continuation of dual class structures.
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2017 Taft-Hartley U.S. Proxy Voting Guidelines Summary |
Preemptive Rights
Preemptive rights permit shareholders to share proportionately in any new issues of stock of the same class. These rights guarantee existing shareholders the first opportunity to purchase shares of new issues of stock in the same class as their own and in the same proportion. The absence of these rights could cause stockholders interest in a company to be reduced by the sale of additional shares without their knowledge and at prices unfavorable to them. Preemptive rights, however, can make it difficult for corporations to issue large blocks of stock for general corporate purposes. Taft-Hartley Advisory Services reviews proposals to create or abolish preemptive rights on a case-by-case basis.
Preferred Stock Authorization
Preferred stock is an equity security which has certain features similar to debt instruments- such as fixed dividend payments and seniority of claims to common stock - and usually carries little to no voting rights. The terms of blank check preferred stock give the board of directors the power to issue shares of preferred stock at their discretion with voting, conversion, distribution, and other rights to be determined by the board at time of issue. Taft-Hartley Advisory Services will generally vote recommend a vote for proposals to authorize preferred stock in cases where the company specifies the voting, dividend, conversion, and other rights of such stock and the terms of the preferred stock appear reasonable. Taft-Hartley Advisory Services will also consider company-specific factors including past board performance, disclosure on specific reasons/rationale for the proposed increase, the dilutive impact of the request, disclosure of specific risks to shareholders of not approving the request, and whether the shares requested are blank check preferred shares that can be used for antitakeover purposes.
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2017 Taft-Hartley U.S. Proxy Voting Guidelines Summary |
AUDITOR RATIFICATION
Auditor Independence
Ratifying auditors is no longer a routine procedure. The wave of accounting scandals at companies in the over the past decade underscore the need to ensure auditor independence in the face of selling consulting services to audit clients. The ratio of non-audit services to total revenues at the large accounting firms grew significantly leading up to the accounting scandals. Taft-Hartley Advisory Services believes the ratio of non-audit fees should make up no more than one-quarter of all fees paid to the auditor so as to properly discourage even the appearance of any undue influence upon an auditors objectivity.
Auditors are the backbone upon which a companys financial health is measured, and auditor independence is essential for rendering objective opinions upon which investors then rely. When an auditor is paid more in consulting fees than for auditing, its relationship with the company is left open to conflicts of interest. Because accounting scandals evaporate shareholder value, any proposal to ratify auditors is examined for potential conflicts of interest, with particular attention to the fees paid to the auditor, as well as whether the ratification of auditors has been put up for shareholder vote. Failure by a company to present its selection of auditors for shareholder ratification should be discouraged as it undermines good governance and disenfranchises shareholders.
Taft-Hartley Advisory Services recommends a vote against ratification of a companys auditor if it receives more than one-quarter of its total fees for consulting and a vote against or withhold votes from Audit Committee members when auditor ratification is not included on the proxy ballot and/or when consulting fees exceed audit fees. Taft-Hartley Advisory Services supports shareholder proposals to ensure auditor independence and effect mandatory auditor ratification.
Disclosures Under Section 404 of Sarbanes-Oxley Act
Section 404 of the Sarbanes-Oxley Act requires that companies document and assess the effectiveness of their internal financial controls. Companies with significant material weaknesses identified in the Section 404 disclosures potentially have ineffective internal financial reporting controls. This may lead to inaccurate financial statements, which hampers shareholders ability to make informed investment decisions, and may lead to destruction of public confidence and shareholder value. Taft-Hartley Advisory Services will recommend a vote against management proposals to ratify auditors if there is reason to believe that the independent auditor has rendered an opinion which is neither accurate nor indicative of the companys financial position.
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2017 Taft-Hartley U.S. Proxy Voting Guidelines Summary |
MERGERS, ACQUISITIONS, AND TRANSACTIONS
Taft-Hartley Advisory Services votes for corporate transactions that take the high road to competitiveness and company growth. Taft-Hartley Advisory Services believes that structuring merging companies to build long-term relationships with a stable and quality work force and preserving good jobs creates long-term company value. Taft-Hartley Advisory Services opposes corporate transactions which indiscriminately layoff workers and shed valuable competitive resources.
Mergers and Acquisitions
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Taft-Hartley Advisory Services Recommendation: Votes on mergers and acquisitions are considered on a case-by-case basis, taking into account the following factors: |
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Impact of the merger on shareholder value; |
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Perspective of ownership (target vs. acquirer) in the deal; |
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Form and mix of payment (i.e. stock, cash, debt, etc.); |
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Fundamental value drivers behind the deal; |
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Anticipated financial and operating benefits realizable through combined synergies; |
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Offer price (cost vs. premium); |
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Change-in-control payments to executive officers; |
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Financial viability of the combined companies as a single entity; |
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Was the deal put together in good faith? What kind of auction setting took place? Were negotiations carried out at arms length? Was any portion of the process tainted by possible conflicts of interest? |
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Fairness opinion (or lack thereof); |
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Changes in corporate governance and their impact on shareholder rights; |
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What are the potential legal or environmental liability risks associated with the target firm? |
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Impact on community stakeholders and employees in both workforces; and |
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How will the merger adversely affect employee benefits like pensions and health care? |
Reincorporation
Taft-Hartley Advisory Services reviews proposals to change a companys state of incorporation on a case-by-case basis. Taft-Hartley Advisory Services will recommend a vote for proposals to reincorporate in another state when the company has provided satisfactory business reasons and there is no significant reduction in shareholder rights. Taft-Hartley Advisory Services will recommend a vote against proposals to reincorporate that reduce shareholder rights. In cases of offshore reincorporations to tax havens, among other factors, the effect upon any and all legal recourse of shareholders in a new jurisdiction, potential harm to company brands and image, and any actual, qualified economic benefit will be evaluated.
While a firms country of incorporation will remain the primary basis for evaluating companies, Taft-Hartley Advisory Services will generally apply U.S. policies to the extent possible with respect to issuers that file DEF 14As, 10-K annual reports, and 10-Q quarterly reports, and are thus considered domestic issuers by the U.S. Securities and Exchange Commission (SEC). Corporations that have reincorporated outside the U.S. have found themselves subject to a combination of governance regulations and best practice standards that may not be entirely compatible with an evaluation framework based solely on country of incorporation.
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2017 Taft-Hartley U.S. Proxy Voting Guidelines Summary |
EXECUTIVE COMPENSATION
Stock Option Plans
Taft-Hartley Advisory Services supports compensating executives at a reasonable rate and believes that executive compensation should be strongly correlated to sustained performance. Stock options and other forms of equity compensation should be performance-based with an eye toward improving shareholder value. Well-designed stock option plans align the interests of executives and shareholders by providing that executives benefit when stock prices rise as the company and shareholders prosper together. Poorly designed equity award programs can encourage excessive risk-taking behavior and incentivize executives to pursue corporate strategies that promote short-term stock price to the ultimate detriment of long-term shareholder value.
Many plans sponsored by management provide goals so easily attained that executives can realize massive rewards even though shareholder value is not necessarily created. Stock options that are awarded selectively and excessively can dilute shareholders share value and voting power. In general, Taft-Hartley Advisory Services supports plans that are offered at fair terms to executives who satisfy well-defined performance goals. Option plans are evaluated on a case-by-case basis, taking into consideration factors including: offer price, dilution to outstanding share value, dilution to share voting power, annual burn rate, executive concentration ratios, pay-for-performance and the presence of any repricing provisions. Taft-Hartley Advisory Services supports plans that retain tax deductibility through the use of performance goals and oppose plans whose award size exceeds the tax deduction limit.
Taft-Hartley Advisory Services will recommend a vote for option plans that provide legitimately challenging performance targets that truly motivate executives in the pursuit of excellent performance. Likewise, against votes will be recommended for plans that offer unreasonable benefits to executives that are not available to other employees.
Problematic Compensation Practices
Poor disclosure, the absence or non-transparency of disclosure and poor plan design of compensation payouts lead to excessive executive compensation practices that are detrimental to shareholders. Poorly designed plans or those lacking in transparency can be reflective of a poorly performing compensation committee or board. Taft-Hartley Advisory Services will generally recommend votes against management "Say on Pay" (MSOP) proposals and will consider recommending against compensation committee members and/or the CEO on a case-by-case basis if the company has problematic compensation practices. In addition, Taft-Hartley Advisory Services may consider recommending a vote against the entire board if the whole board was involved in and contributed to egregious compensation practices.
Proposals to Limit Executive and Director Pay
Taft-Hartley Advisory Services recommends votes for shareholder proposals that seek additional disclosure of executive and director pay information. Taft-Hartley Advisory Services will also recommend a vote for shareholder proposals that seek to eliminate outside directors retirement benefits. Taft-Hartley Advisory Services reviews on a case-by-case basis all other shareholder proposals that seek to limit executive and director pay. This includes shareholder proposals that seek to link executive compensation to customer, employee, or stakeholder satisfaction.
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Taft Hartley Advisory Services Guidelines
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2017 Taft-Hartley U.S. Proxy Voting Guidelines Summary |
Golden Parachutes
Golden parachutes are designed to protect the senior level employees of a corporation in the event of a change-in-control. Under most golden parachute agreements, senior level management employees receive a lump sum pay-out triggered by a change-in-control at usually two to three times base salary. These severance agreements can grant extremely generous benefits to well-paid executives and most often offer no value to shareholders. Taft-Hartley Advisory Services recommends votes for shareholder proposals to have all golden parachute agreements submitted for shareholder ratification, and generally opposes proposals to ratify golden parachutes if certain considerations are not met.
Options Backdating
Options backdating has serious implications and has resulted in financial restatements, delisting of companies, and/or the termination of executives or directors. When options backdating has taken place, Taft-Hartley Advisory Services may consider recommending against or withholding votes from the compensation committee, depending on the severity of the practices and the subsequent corrective actions taken by the board. Taft-Hartley Advisory Services adopts a case-by-case approach to the options backdating issue to differentiate companies that had sloppy administration versus those that had committed fraud, as well as those companies that have since taken corrective action. Instances in which companies have committed fraud are more disconcerting, and Taft-Hartley Advisory Services will look to them to adopt formal policies to ensure that such practices will not re-occur in the future.
Advisory Votes on Executive Compensation Management Say-on-Pay Proposals
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Taft-Hartley Advisory Services Recommendation: Taft-Hartley Advisory Services evaluates executive pay and practices, as well as certain aspects of outside director compensation on a case-by-case basis. |
Taft-Hartley Advisory Services will recommend a vote against management say on pay (MSOP) proposals if there is a misalignment between CEO pay and company performance, the company maintains problematic pay practices, and the board exhibits a significant level of poor communication and responsiveness to shareholders.
Taft-Hartley Advisory Services will recommend a vote against or withhold votes from the members of the Compensation Committee and potentially the full board if:
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There is no MSOP on the ballot, and an against vote on an MSOP is warranted due to pay for performance misalignment, problematic pay practices, or the lack of adequate responsiveness on compensation issues raised previously, or a combination thereof; |
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The board fails to respond adequately to a previous MSOP proposal that received less than 70 percent support of votes cast; |
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The company has recently practiced or approved problematic pay practices, including option repricing or option backdating; or |
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The situation is egregious. |
Vote against an equity plan on the ballot if:
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A pay for performance misalignment exists, and a significant portion of the CEOs misaligned pay is attributed to non-performance-based equity awards, taking into consideration: a) magnitude of pay misalignment; b) contribution of non-performance-based equity grants to overall pay; and c) the proportion of equity awards granted in the last three fiscal years concentrated at the named executive officer (NEO) level. |
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2017 Taft-Hartley U.S. Proxy Voting Guidelines Summary |
Frequency of Advisory Vote on Executive Compensation Management Say on Pay
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Taft-Hartley Advisory Services Recommendation: Taft-Hartley Advisory Services supports annual advisory votes on compensation, which provide the most consistent and clear communication channel for shareholder concerns about companies' executive pay programs. |
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2017 Taft-Hartley U.S. Proxy Voting Guidelines Summary |
SOCIAL AND ENVIRONMENTAL ISSUES
Increasingly, shareholders are presenting proposals related to company environmental practices, workplace practices, social issues and sustainability goals. Taft-Hartley Advisory Services provides specific narrative explanations for votes on these types of shareholder proposals. Taft-Hartley Advisory Services evaluates shareholder proposals on a case-by-case basis to determine if they are in the best economic interests of the plan participants and beneficiaries. Taft-Hartley Advisory Services clients select investment strategies and criteria for their portfolios. Taft-Hartley Advisory Services views its responsibility to protect plan beneficiary economic interests through the use of the proxy. To meet this obligation, Taft-Hartley Advisory Services votes consistent with the economic best interests of the participants and beneficiaries to create high road shareholder and economic value.
In most cases, Taft-Hartley Advisory Services supports proposals that request management to report to shareholders information and practices that would help in evaluating the companys operations and risk exposures. In order to be able to intelligently monitor their investments, shareholders often need information best provided by the company itself. Taft-Hartley Advisory Services supports proposals that seek management compliance with shareholder interests to ensure that shareholders are fully informed about actions harmful to society with special attention to the companys legal and ethical obligations, impact on company profitability, and the potential negative publicity for disreputable practices.
CERES Principles
The CERES Principles, formulated by the Coalition of Environmentally Responsible Economies, require signing companies to address environmental issues, including protection of the biosphere, sustainable use of natural resources, reduction and disposal of wastes, energy conservation, and employee and community risk reduction. Evidence suggests that environmentally conscious companies may realize long-term savings by implementing programs to pollute less and conserve resources while realizing good public relations and new marketing opportunities. Moreover, the reports that are required of signing companies provide shareholders with more information concerning topics they may deem relevant to their companys financial well-being.
Many companies have voluntarily adopted these principles and proven that environmental sensitivity makes good business sense. Taft-Hartley Advisory Services supports proposals that improve a companys public image, reduce exposure to liabilities, and establish standards so that environmentally responsible companies and markets are not at a competitive financial disadvantage. Taft-Hartley Advisory Services recommends votes for the adoption of the CERES Principles and for reporting to shareholders on environmental issues.
Corporate and Supplier Codes of Conduct
Taft-Hartley Advisory Services generally supports proposals that call for the adoption and/or enforcement of clear principles or codes of conduct relating to countries in which there are systematic violations of human rights. These conditions include the use of slave, child, or prison labor, undemocratically elected governments, widespread reports by human rights advocates, fervent pro-democracy protests, or economic sanctions and boycotts.
Many proposals refer to the seven core conventions, commonly referred to as the Declaration on Fundamental Principles and Rights At Work, ratified by the International Labor Organization (ILO). The seven conventions fall under four broad categories: i) right to organize and bargain collectively; ii) non-discrimination in employment; iii) abolition of forced labor; and iv) end of child labor. Each member nation of the ILO body is bound to respect and promote these rights to the best of their abilities.
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2017 Taft-Hartley U.S. Proxy Voting Guidelines Summary |
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Taft-Hartley Advisory Services Recommendation: |
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Support the
principles and codes of conduct relating to company investment and/or
operations in countries with patterns of human rights abuses or pertaining
to geographic regions experiencing political turmoil (Northern Ireland,
Columbia, Burma, former Soviet Union, and China).
|
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Support the
implementation and reporting on ILO codes of conduct.
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Support independent
monitoring programs in conjunction with local and respected religious and
human rights groups to monitor supplier and licensee compliance with
Codes. |
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Support requests that a company conduct an assessment of the human rights risks in its operation or in its supply chain, or report on its human rights risk assessment process. |
Political Contributions, Lobbying Reporting & Disclosure
Changes in legislation that govern corporate political giving have, rather than limiting such contributions, increased the complexity of tracking how much money corporations contribute to the political process and where that money ultimately ends up. A companys involvement in the political process could impact shareholder value if such activities are not properly overseen and managed.
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Taft-Hartley Advisory Services Recommendation: |
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Support reporting of
political and political action committee (PAC) contributions. |
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Support establishment
of corporate political contributions guidelines and internal reporting
provisions or controls.
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Generally support
shareholder proposals requesting companies to review and report on their
political lobbying activities including efforts to influence governmental
legislation. |
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Vote against shareholder proposals asking to publish in newspapers and public media the companys political contributions as such publications could present significant cost to the company without providing commensurate value to shareholders. |
Greenhouse Gas Emissions
Shareholder proposals asking a company to issue a report to shareholders at reasonable cost and omitting proprietary information on greenhouse gas emissions ask that the report include descriptions of efforts within companies to reduce emissions, their financial exposure and potential liability from operations that contribute to global warming, and their direct or indirect efforts to promote the view that global warming is not a threat. Proponents argue that there is scientific proof that the burning of fossil fuels causes global warming, that future legislation may make companies financially liable for their contributions to global warming, and that a report on the companys role in global warming can be assembled at reasonable cost. Taft-Hartley Advisory Services generally supports greater disclosure on climate change-related proposals.
Sustainability Reporting and Planning
The concept of sustainability is commonly understood as meeting the needs of the present generation without compromising the ability of future generations to meet their own needs. Indeed, the term sustainability is complex and poses significant challenges for companies on many levels. Many in the investment community have termed this broader responsibility the triple bottom line, referring to the triad of performance goals related to economic prosperity, social responsibility and environmental quality. In essence, the concept requires companies to balance the needs and interests of their various stakeholders while operating in a manner that sustains business growth for the long-term, supports local communities and protects the environment and natural capital for future generations.
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2017 Taft-Hartley U.S. Proxy Voting Guidelines Summary |
Taft-Hartley Advisory Services generally supports shareholder proposals seeking greater disclosure on the companys environmental and social practices, and/or associated risks and liabilities.
Hydraulic Fracturing
Shareholder proponents have elevated concerns on the use of hydraulic fracturing, an increasingly controversial process in which water, sand, and a mix of chemicals is blasted horizontally into tight layers of shale rock to extract natural gas. As this practice has gained more widespread use, environmentalists have raised concerns that the chemicals mixed with sand and water to aid the fracturing process can contaminate ground water supplies. Proponents of resolutions at companies that employ hydraulic fracturing are also concerned that wastewater produced by the process could overload the waste treatment plants to which it is shipped. Shareholders have asked companies that utilize hydraulic fracturing to report on the environmental impact of the practice and to disclose policies aimed at reducing hazards from the process.
Taft-Hartley Advisory Services generally supports shareholder requests seeking greater transparency on the practice of hydraulic fracturing and its associated risks.
Water Use
Shareholders may ask for a company to prepare a report evaluating the business risks linked to water use and impacts on the companys supply chain, including subsidiaries and bottling partners. Such proposals also ask companies to disclose current policies and procedures for mitigating the impact of operations on local communities in areas of water scarcity.
Taft-Hartley Advisory Services generally supports shareholder proposals seeking the preparation of a report on a companys risks linked to water use.
Workplace Safety
In light of fatal accidents at oil refineries (Tesoro Anacortes refinery, April 2010; and BP Texas City refinery, March 2005), the 2010 BP Deepwater Horizon incident in the Gulf of Mexico, and the explosion at Massey Energy's Upper Big Branch mine in 2010, shareholders have sought greater transparency and accountability regarding workplace safety by filing resolutions at a number of corporations.
Taft-Hartley Advisory Services supports shareholder proposals requesting requests for workplace safety reports, including reports on accident risk reduction effort.
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2017 Taft-Hartley U.S. Proxy Voting Guidelines Summary |
This document and all of the information contained in it, including without limitation all text, data, graphs, and charts (collectively, the "Information") is the property of Institutional Shareholder Services Inc. (ISS), its subsidiaries, or, in some cases third party suppliers.
The Information has not been submitted to, nor received approval from, the United States Securities and Exchange Commission or any other regulatory body. None of the Information constitutes an offer to sell (or a solicitation of an offer to buy), or a promotion or recommendation of, any security, financial product or other investment vehicle or any trading strategy, and ISS does not endorse, approve, or otherwise express any opinion regarding any issuer, securities, financial products or instruments or trading strategies.
The user of the Information assumes the entire risk of any use it may make or permit to be made of the Information.
ISS MAKES NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE INFORMATION AND EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES (INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF ORIGINALITY, ACCURACY, TIMELINESS, NON-INFRINGEMENT, COMPLETENESS, MERCHANTABILITY, AND FITNESS for A PARTICULAR PURPOSE) WITH RESPECT TO ANY OF THE INFORMATION.
Without limiting any of the foregoing and to the maximum extent permitted by law, in no event shall ISS have any liability regarding any of the Information for any direct, indirect, special, punitive, consequential (including lost profits), or any other damages even if notified of the possibility of such damages. The foregoing shall not exclude or limit any liability that may not by applicable law be excluded or limited.
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The Global Leader In Corporate Governance www.issgovernance.com |
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United States 2017 SRI Proxy Voting Guidelines |
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Executive Summary
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2017 SRI U.S. Proxy Voting Guidelines |
TABLE OF CONTENTS
| INTRODUCTION |
3 |
| MANAGEMENT
PROPOSALS |
4 |
| 1. Board of Directors | 4 |
| 2. Board Responsiveness | 4 |
| 3. Auditors | 4 |
| 4. Takeover Defenses / Shareholder Rights | 5 |
| 5. Miscellaneous Governance Provisions | 5 |
| 6. Capital Structures | 5 |
| 7. Executive and Director Compensation | 5 |
| 8. Mergers and Corporate Restructurings | 6 |
| 9. Mutual Fund
Proxies |
6 |
| SHAREHOLDER
PROPOSALS |
7 |
| 10. Shareholder Proposals on Corporate Governance and Executive Compensation | 7 |
| 11. Shareholder
Proposals on Social and
Environmental Topics |
7 |
| DISCLOSURE/DISCLAIMER | 8 |
| Enabling the financial community to manage governance risk for the benefit of shareholders. | |
| © 2017 ISS | Institutional Shareholder Services | 2 of 8 |
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2017 SRI U.S. Proxy Voting Guidelines |
INTRODUCTION
ISS Social Advisory Services division recognizes that socially responsible investors have dual objectives: financial and social. Socially responsible investors invest for economic gain, as do all investors, but they also require that companies in which they invest conduct their business in a socially and environmentally responsible manner.
The dual objectives carry through to the proxy voting activity, after the security selection process is completed. In voting their shares, socially responsible institutional shareholders are concerned not only with economic returns to shareholders and good corporate governance, but also with the ethical behavior of corporations and the social and environmental impact of their actions.
Social Advisory Services has, therefore, developed SRI proxy voting guidelines that are consistent with the dual objectives of socially responsible shareholders. On matters of social and environmental import, the guidelines seek to reflect a broad consensus of the socially responsible investing community. Generally, we take as our frame of reference policies that have been developed by groups such as the Interfaith Center on Corporate Responsibility, the General Board of Pension and Health Benefits of the United Methodist Church, Domini Social Investments, and other leading church shareholders and socially responsible mutual funds. Additionally, we incorporate the active ownership and investment philosophies of leading globally recognized initiatives such as the United Nations Environment Programme Finance Initiative (UNEP FI), the United Nations Principles for Responsible Investment (UNPRI), the United Nations Global Compact, and environmental and social European Union Directives.
On matters of corporate governance, executive compensation, and corporate structure, the SRI guidelines are based on a commitment to create and preserve economic value and to advance principles of corporate governance best practice consistent with responsibilities to society as a whole.
The guidelines provide an overview of how Social Advisory Services recommends that its clients vote. We note there may be cases in which the final vote recommendation on a particular company varies from the vote guideline due to the fact that we closely examine the merits of each proposal and consider recent and company-specific information in arriving at our decisions. Where Social Advisory Services acts as a voting agent for clients, it follows each clients voting policy, which may differ in some cases from the policies outlined in this document. Social Advisory Services updates its guidelines on an annual basis to take into account new social and environmental issues and the latest trends and developments in corporate governance.
The guidelines evaluate management and shareholder proposals as follows:
| Enabling the financial community to manage governance risk for the benefit of shareholders. | |
| © 2017 ISS | Institutional Shareholder Services | 3 of 8 |
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2017 SRI U.S. Proxy Voting Guidelines |
MANAGEMENT PROPOSALS
1. Board of Directors
Social Advisory Services considers director elections to be one of the most important voting decisions that shareholders make. Boards should be composed of a majority of independent directors and key board committees should be composed entirely of independent directors. The independent directors are expected to organize much of the boards work, even if the chief executive officer also serves as chairman of the board. It is expected that boards will engage in critical self-evaluation of themselves and of individual members. Directors are ultimately responsible to the corporations shareholders. The most direct expression of this responsibility is the requirement that directors be elected to their positions by the shareholders.
Social Advisory Services will generally oppose slates of director nominees that are not composed of a majority of independent directors and will vote against/withhold votes from non-independent directors who sit on key board committees. In addition, Social Advisory Services will generally vote against/withhold votes from directors individually, committee members, or potentially the entire board, for failure to failure to adequately guard against or manage ESG risks, and from members of the nominating committee, with the exception of new nominees, where the board lacks gender or racial diversity. The election of directors who have failed to attend a minimum of 75 percent of board meetings held during the year will be opposed.
Social Advisory Services supports requests asking for the separation of the positions of chairman and CEO and requests to adopt cumulative voting, opposes the creation of classified boards, and reviews proposals to change board size on a case-by-case basis. Social Advisory Services also supports shareholder proposals calling for greater access to the board, affording shareholders the ability to nominate directors to corporate boards. Social Advisory Services may vote against/withhold from directors at companies where problematic pay practices exist, and where boards have not been accountable or responsive to their shareholders.
2. Board Responsiveness
Social Advisory Services will vote case-by-case on individual directors, committee members, or the entire board of directors as appropriate if the board fails to act on a shareholder proposal the received the support of a majority of the shares in the previous year. Other factors we take into account when evaluating board responsiveness issues include: the board's failure to act on takeover offers where the majority of shares are tendered; at the previous board election, any director received more than 50 percent withhold/against votes of the shares cast and the company has failed to address the issue(s) that caused the high withhold/against vote; or if the board implements an advisory vote on executive compensation on a less frequent basis than the frequency that received the majority or a plurality of votes cast at the most recent shareholder meeting at which shareholders voted on the say-on-pay frequency.
3. Auditors
While it is recognized that the company is in the best position to evaluate the competence of the outside accountants, we believe that outside accountants must ultimately be accountable to shareholders. Given the rash of accounting irregularities that were not detected by audit panels or auditors, shareholder ratification is an essential step in restoring investor confidence. A Blue Ribbon Commission concluded that audit committees must improve their current level of oversight of independent accountants. Social Advisory Services will vote against the ratification of the auditor in cases where non-audit fees represent more than 25 percent of the total fees paid to the auditor in the previous year.
| Enabling the financial community to manage governance risk for the benefit of shareholders. | |
| © 2017 ISS | Institutional Shareholder Services | 4 of 8 |
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Social Advisory Services supports requests asking for the rotation of the audit firm, if the request includes a timetable of five years or more.
4. Takeover Defenses / Shareholder Rights
Topics evaluated in this category include shareholders' ability to call a special meeting or act by written consent, the adoption or redemption of poison pills, unequal voting rights, fair price provisions, greenmail, supermajority vote requirements, and confidential voting.
Social Advisory Services generally opposes takeover defenses, as they limit shareholder value by eliminating the takeover or control premium for the company. As owners of the company, shareholders should be given the opportunity to decide on the merits of takeover offers. Further, takeover devices can be used to entrench a board that is unresponsive to shareholders on both governance and corporate social responsibility issues.
5. Miscellaneous Governance Provisions
Social Advisory Services evaluates proposals that concern governance issues such as shareholder meeting adjournments, quorum requirements, corporate name changes, and bundled or conditional proposals on a case-by-case basis, taking into account the impact on shareholder rights.
6. Capital Structures
Capital structure related topics include requests for increases in authorized stock, stock splits and reverse stock splits, issuances of blank check preferred stock, debt restructurings, and share repurchase plans.
Social Advisory Services supports a one-share, one-vote policy and opposes mechanisms that skew voting rights. Social Advisory Services supports capital requests that provide companies with adequate financing flexibility while protecting shareholders from excessive dilution of their economic and voting interests. Proposals to increase common stock are evaluated on a case-by-case basis, taking into account the companys past use of share authorizations and elements of the current request.
7. Executive and Director Compensation
The global financial crisis has resulted in significant erosion of shareholder value and highlighted the need for greater assurance that executive compensation is principally performance-based, fair, reasonable, and not designed in a manner that would incentivize excessive risk-taking by management. The crisis has raised questions about the role of pay incentives in influencing executive behavior and motivating inappropriate or excessive risk-taking and other unsustainable practices that could threaten a corporations long-term viability. The safety lapses that led to the disastrous explosions at BPs Deepwater Horizon oil rig and Massey Energys Upper Big Branch mine, and the resulting unprecedented losses in shareholder value; a) underscore the importance of incorporating meaningful economic incentives around social and environmental considerations in compensation program design, and; b) exemplify the costly liabilities of failing to do so.
Social Advisory Services evaluates executive and director compensation by considering the presence of appropriate pay-for-performance alignment with long-term shareholder value, compensation arrangements that risk pay for failure, and an assessment of the clarity and comprehensiveness of compensation disclosures. Equity plan proposals are considered on a case-by-case basis using a binomial pricing model that estimates the cost of a companys stock-based incentive programs. Plan features and any recent controversies surrounding a companys pay practices are also factored into the analysis of compensation proposals. Shareholder proposals calling for additional disclosure on compensation issues or the alignment of executive compensation with social or environmental performance criteria are supported, while shareholder proposals calling for other changes to a companys compensation programs are reviewed on a case-by-case basis.
| Enabling the financial community to manage governance risk for the benefit of shareholders. | |
| © 2017 ISS | Institutional Shareholder Services | 5 of 8 |
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The Dodd-Frank Wall Street Reform and Consumer Protection Act requires advisory shareholder votes on executive compensation (management say on pay or MSOP), an advisory vote on the frequency of say on pay, as well as a shareholder advisory vote on golden parachute compensation. Social Advisory Services will vote AGAINST management say on pay (MSOP) proposals if there is a misalignment between CEO pay and company performance, the company maintains problematic pay practices, and the board exhibits a significant level of poor communication and responsiveness to shareholders.
Social Advisory Services will evaluate whether pay quantum is in alignment with company performance, and consideration will also be given to whether the proportion of performance-contingent pay elements is sufficient in light of concerns with a misalignment between executive pay and company performance.
Social Advisory Services will vote case-by-case on certain equity-based compensation plans depending on a combination of certain plan features and equity grant practices, where positive factors may counterbalance negative factors, and vice versa, as evaluated using an "equity plan scorecard" (EPSC) approach.
8. Mergers and Corporate Restructurings
Mergers, acquisitions, spinoffs, reincorporations, and other corporate restructuring plans are evaluated on a case-by-case basis, given the potential for significant impact on shareholder value and on shareholders economic interests. In addition, these corporate actions can have a significant impact on community stakeholders and the workforce, and may affect the levels of employment, community lending, equal opportunity, and impact on the environment.
9. Mutual Fund Proxies
There are a number of proposals that are specific to mutual fund proxies, including the election of trustees, investment advisory agreements, and distribution agreements. Social Advisory Services evaluates these proposals on a case-by-case basis taking into consideration recent trends and best practices at mutual funds.
| Enabling the financial community to manage governance risk for the benefit of shareholders. | |
| © 2017 ISS | Institutional Shareholder Services | 6 of 8 |
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2017 SRI U.S. Proxy Voting Guidelines |
SHAREHOLDER PROPOSALS
10. Shareholder Proposals on Corporate Governance and Executive Compensation
Shareholder proposals topics include board-related issues, shareholder rights and board accountability issues, as well as compensation matters. Each year, shareholders file numerous proposals that address key issues regarding corporate governance and executive compensation. Social Advisory Services evaluates these proposals from the perspective that good corporate governance practices can have positive implications for a company and its ability to maximize shareholder value. Proposals that seek to improve a boards accountability to its shareholders and other stakeholders are supported. Social Advisory Services supports initiatives that seek to strengthen the link between executive pay and performance, including performance elements related to corporate social responsibility.
11. Shareholder Proposals on Social and Environmental Topics
Shareholder resolutions on social and environmental topics include workplace diversity and safety topics, codes of conduct, labor standards and human rights, the environment and energy, weapons, consumer welfare, and public safety.
Socially responsible shareholder resolutions are receiving a great deal more attention from institutional shareholders today than they have in the past. In addition to the moral and ethical considerations intrinsic to many of these proposals, there is a growing recognition of their potential impact on the economic performance of the company. Among the reasons for this change are:
| | The number and variety of shareholder resolutions on social and environmental issues has increased; | |
| | Many of the sponsors and supporters of these resolutions are large institutional shareholders with significant holdings, and therefore, greater direct influence on the outcomes; | |
| | The proposals are more sophisticated better written, more focused, and more sensitive to the feasibility of implementation; and | |
| | Investors now understand that a companys response to social and environmental issues can have serious economic consequences for the company and its shareholders. |
We will closely evaluate proposals that ask the company to cease certain actions that the proponent believes are harmful to society or some segment of society with special attention to the companys legal and ethical obligations, its ability to remain profitable, and potential negative publicity if the company fails to honor the request. Social Advisory Services supports shareholder proposals that seek to improve a companys public image, or reduce its exposure to liabilities and risks.
| Enabling the financial community to manage governance risk for the benefit of shareholders. | |
| © 2017 ISS | Institutional Shareholder Services | 7 of 8 |
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DISCLOSURE/DISCLAIMER
This document and all of the information contained in it, including without limitation all text, data, graphs, and charts (collectively, the "Information") is the property of Institutional Shareholder Services Inc. (ISS), its subsidiaries, or, in some cases third party suppliers.
The Information has not been submitted to, nor received approval from, the United States Securities and Exchange Commission or any other regulatory body. None of the Information constitutes an offer to sell (or a solicitation of an offer to buy), or a promotion or recommendation of, any security, financial product or other investment vehicle or any trading strategy, and ISS does not endorse, approve, or otherwise express any opinion regarding any issuer, securities, financial products or instruments or trading strategies.
The user of the Information assumes the entire risk of any use it may make or permit to be made of the Information.
ISS MAKES NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE INFORMATION AND EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES (INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF ORIGINALITY, ACCURACY, TIMELINESS, NON-INFRINGEMENT, COMPLETENESS, MERCHANTABILITY, AND FITNESS for A PARTICULAR PURPOSE) WITH RESPECT TO ANY OF THE INFORMATION.
Without limiting any of the foregoing and to the maximum extent permitted by law, in no event shall ISS have any liability regarding any of the Information for any direct, indirect, special, punitive, consequential (including lost profits), or any other damages even if notified of the possibility of such damages. The foregoing shall not exclude or limit any liability that may not by applicable law be excluded or limited.
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The Global Leader In Corporate Governance www.issgovernance.com |
| Enabling the financial community to manage governance risk for the benefit of shareholders. | |
| © 2017 ISS | Institutional Shareholder Services | 8 of 8 |
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|
United States 2017 Sustainability Proxy Voting Guidelines |
|
Executive
Summary
|
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2017 Sustainability U.S. Proxy Voting Guidelines |
| TABLE OF CONTENTS | |
| INTRODUCTION | 3 |
| MANAGEMENT PROPOSALS | 4 |
| 1. Board of Directors | 4 |
| 2. Board Responsiveness | 4 |
| 3. Auditors | 4 |
| 4. Takeover Defenses / Shareholder Rights | 5 |
| 5. Miscellaneous Governance Provisions | 5 |
| 6. Capital Structures | 5 |
| 7. Executive and Director Compensation | 5 |
| 8. Mergers and Corporate Restructurings | 5 |
| 9. Mutual Fund Proxies | 6 |
| SHAREHOLDER PROPOSALS | 7 |
| 10. Shareholder Proposals on Corporate Governance and Executive Compensation | 7 |
| 11. Shareholder Proposals on Social and Environmental Topics | 7 |
| DISCLOSURE/DISCLAIMER | 8 |
| Enabling the financial community to manage governance risk for the benefit of shareholders. | |
| © 2017 ISS | Institutional Shareholder Services | 2 of 8 |
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2017 Sustainability U.S. Proxy Voting Guidelines |
INTRODUCTION
ISS' Sustainability Advisory Services recognizes the growing view among investment professionals that sustainability or environmental, social, and corporate governance (ESG) factors could present material risks to portfolio investments. Whereas investment managers have traditionally analyzed topics such as board accountability and executive compensation to mitigate risk, greater numbers are incorporating ESG performance into their investment making decisions in order have a more comprehensive understanding of the overall risk profile of the companies in which they invest to ensure sustainable long-term profitability for their beneficiaries.
Investors concerned with portfolio value preservation and enhancement through the incorporation of sustainability factors can also carry out this active ownership approach through their proxy voting activity. In voting their shares, sustainability-minded investors are concerned not only with economic returns to shareholders and good corporate governance, but also with ensuring corporate activities and practices are aligned with the broader objectives of society. These investors seek standardized reporting on ESG issues, request information regarding an issuers adoption of, or adherence to, relevant norms, standards, codes of conduct or universally recognized international initiatives including affirmative support for related shareholder resolutions advocating enhanced disclosure and transparency.
Sustainability Advisory Services has, therefore, developed proxy voting guidelines that are consistent with the objectives of sustainability-minded investors and fiduciaries. On matters of ESG import, the Sustainability Policy seeks to promote support for recognized global governing bodies promoting sustainable business practices advocating for stewardship of environment, fair labor practices, non-discrimination, and the protection of human rights. Generally, ISS' Sustainability Policy will take as its frame of reference internationally recognized sustainability-related initiatives such as the United Nations Environment Programme Finance Initiative (UNEP FI), United Nations Principles for Responsible Investment (UNPRI), United Nations Global Compact, Global Reporting Initiative (GRI), Carbon Principles, International Labour Organization Conventions (ILO), CERES Principles, Global Sullivan Principles, MacBride Principles, and environmental and social European Union Directives. Each of these efforts promote a fair, unified and productive reporting and compliance environment which advances positive corporate ESG actions that promote practices that present new opportunities or that mitigate related financial and reputational risks.
On matters of corporate governance, executive compensation, and corporate structure, the Sustainability Policy guidelines are based on a commitment to create and preserve economic value and to advance principles of good corporate governance.
These guidelines provide an overview of how ISS approaches proxy voting issues for subscribers of the Sustainability Policy. We note there may be cases in which the final vote recommendation at a particular company varies from the voting guidelines due to the fact that we closely examine the merits of each proposal and consider relevant information and company-specific circumstances in arriving at our decisions. To that end, Sustainability Advisory Services engages with both interested shareholders as well as issuers to gain further insight into contentious issues facing the company. Where Sustainability Advisory Services acts as voting agent for clients, it follows each clients voting policy, which may differ in some cases from the policies outlined in this document. Sustainability Advisory Services updates its guidelines on an annual basis to take into account emerging issues and trends on environmental, social and corporate governance topics, as well as the evolution of market standards, regulatory changes and client feedback.
| Enabling the financial community to manage governance risk for the benefit of shareholders. | |
| © 2017 ISS | Institutional Shareholder Services | 3 of 8 |
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2017 Sustainability U.S. Proxy Voting Guidelines |
MANAGEMENT PROPOSALS
1. Board of Directors
ISS' Sustainability Advisory Services considers director elections to be one of the most important voting decisions that shareholders make. Boards should be sufficiently independent from management (and significant shareholders) so as to ensure that they are able and motivated to effectively supervise management's performance for the benefit of all shareholders, including in setting and monitoring the execution of corporate strategy, with appropriate use of shareholder capital, and in setting and monitoring executive compensation programs that support that strategy. The chair of the board should ideally be an independent director, and all boards should have an independent leadership position or a similar role in order to help provide appropriate counterbalance to executive management, as well as having sufficiently independent committees that focus on key governance concerns such as audit, compensation, and nomination of directors.
Sustainability Advisory Services will generally oppose non-independent director nominees if the board is not composed of a majority of independent directors and will vote against/withhold votes from non-independent directors who sit on key board committees. In addition, Sustainability Advisory Services will generally vote against/withhold votes from directors individually, committee members, or potentially the entire board, for failure to failure to adequately guard against or manage ESG risks. The election of directors who have failed to attend a minimum of 75 percent of board meetings held during the year will be opposed.
Sustainability Advisory Services also supports shareholder proposals calling for greater access to the board, affording shareholders the ability to nominate directors to corporate boards. Sustainability Advisory Services may vote against/withhold from directors at companies where problematic pay practices exist, and where boards have not been accountable or responsive to their shareholders.
2. Board Responsiveness
Sustainability Advisory Services will vote case-by-case on individual directors, committee members, or the entire board of directors as appropriate if the board fails to act on a shareholder proposal the received the support of a majority of the shares in the previous year. Other factors we take into account when evaluating board responsiveness issues include: the board's failure to act on takeover offers where the majority of shares are tendered; at the previous board election, any director received more than 50 percent withhold/against votes of the shares cast and the company has failed to address the issue(s) that caused the high withhold/against vote; or if the board implements an advisory vote on executive compensation on a less frequent basis than the frequency that received the majority or a plurality of votes cast at the most recent shareholder meeting at which shareholders voted on the say-on-pay frequency.
3. Auditors
While it is recognized that the company is in the best position to evaluate the competence of the outside accountants, we believe that outside accountants must ultimately be accountable to shareholders. Given the rash of accounting irregularities that were not detected by audit panels or auditors, shareholder ratification is an essential step in restoring investor confidence. A Blue Ribbon Commission concluded that audit committees must improve their current level of oversight of independent accountants. Sustainability Advisory Services will vote against the ratification of the auditor in cases where fees for non-audit services are excessive.
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2017 Sustainability U.S. Proxy Voting Guidelines |
4. Takeover Defenses / Shareholder Rights
Topics evaluated in this category include shareholders' ability to call a special meeting or act by written consent, the adoption or redemption of poison pills, unequal voting rights, fair price provisions, greenmail, supermajority vote requirements, and confidential voting.
Sustainability Advisory Services generally opposes takeover defenses, as they limit shareholder value by eliminating the takeover or control premium for the company. As owners of the company, shareholders should be given the opportunity to decide on the merits of takeover offers. Further, takeover devices can be used to entrench a board that is unresponsive to shareholders on both governance and corporate social responsibility issues.
5. Miscellaneous Governance Provisions
Sustainability Advisory Services evaluates proposals that concern governance issues such as shareholder meeting adjournments, quorum requirements, corporate name changes, and bundled or conditional proposals on a case-by-case basis, taking into account the impact on shareholder rights.
6. Capital Structures
Capital structure related topics include requests for increases in authorized stock, stock splits and reverse stock splits, issuances of blank check preferred stock, debt restructurings, and share repurchase plans.
Sustainability Advisory Services supports a one-share, one-vote policy and opposes mechanisms that skew voting rights. Sustainability Advisory Services supports capital requests that provide companies with adequate financing flexibility while protecting shareholders from excessive dilution of their economic and voting interests. Proposals to increase common stock are evaluated on a case-by-case basis, taking into account the companys past use of share authorizations and elements of the current request.
7. Executive and Director Compensation
The Dodd-Frank Wall Street Reform and Consumer Protection Act requires advisory shareholder votes on executive compensation (management say on pay or MSOP), an advisory vote on the frequency of say on pay, as well as a shareholder advisory vote on golden parachute compensation. Sustainability Advisory Services will vote AGAINST management say on pay (MSOP) proposals if there is a misalignment between CEO pay and company performance, the company maintains problematic pay practices, and the board exhibits a significant level of poor communication and responsiveness to shareholders.
Sustainability Advisory Services Sustainability Advisory Services will vote case-by-case on certain equity-based compensation plans depending on a combination of certain plan features and equity grant practices, where positive factors may counterbalance negative factors, and vice versa, as evaluated using an "equity plan scorecard" (EPSC) approach.
8. Mergers and Corporate Restructurings
Mergers, acquisitions, spinoffs, reincorporations, and other corporate restructuring plans are evaluated on a case-by-case basis, given the potential for significant impact on shareholder value and on shareholders economic interests. In addition, these corporate actions can have a significant impact on community stakeholders and the workforce, and may affect the levels of employment, community lending, equal opportunity, and impact on the environment.
| Enabling the financial community to manage governance risk for the benefit of shareholders. | |
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2017 Sustainability U.S. Proxy Voting Guidelines |
9. Mutual Fund Proxies
There are a number of proposals that are specific to mutual fund proxies, including the election of trustees, investment advisory agreements, and distribution agreements. Sustainability Advisory Services Sustainability Advisory Services evaluates these proposals on a case-by-case basis taking into consideration recent trends and best practices at mutual funds.
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2017 Sustainability U.S. Proxy Voting Guidelines |
SHAREHOLDER PROPOSALS
10. Shareholder Proposals on Corporate Governance and Executive Compensation
Shareholder proposals topics include board-related issues, shareholder rights and board accountability issues, as well as compensation matters. Each year, shareholders file numerous proposals that address key issues regarding corporate governance and executive compensation. Sustainability Advisory Services Sustainability Advisory Services evaluates these proposals from the perspective that good corporate governance practices can have positive implications for a company and its ability to maximize shareholder value. Proposals that seek to improve a boards accountability to its shareholders and other stakeholders are supported.
11. Shareholder Proposals on Social and Environmental Topics
Shareholder resolutions on social and environmental topics include workplace diversity and safety topics, codes of conduct, labor standards and human rights, the environment and energy, weapons, consumer welfare, and public safety.
Socially responsible shareholder resolutions are receiving a great deal more attention from institutional shareholders today than they have in the past. In addition to the moral and ethical considerations intrinsic to many of these proposals, there is a growing recognition of their potential impact on the economic performance of the company. Among the reasons for this change are:
| | The number and variety of shareholder resolutions on social and environmental issues has increased; | |
| | Many of the sponsors and supporters of these resolutions are large institutional shareholders with significant holdings, and therefore, greater direct influence on the outcomes; | |
| | The proposals are more sophisticated better written, more focused, and more sensitive to the feasibility of implementation; and | |
| | Investors now understand that a companys response to social and environmental issues can have serious economic consequences for the company and its shareholders. |
While focusing on value enhancement through risk mitigation and exposure to new sustainability-related opportunities, these resolutions also seek standardized reporting on ESG issues, request information regarding an issuers adoption of, or adherence to, relevant norms, standards, codes of conduct or universally recognized international initiatives to promote disclosure and transparency. Sustainability Advisory Services Sustainability Advisory Services generally supports standards-based ESG shareholder proposals that enhance long-term shareholder and stakeholder value while aligning the interests of the company with those of society at large. In particular, the policy will focus on resolutions seeking greater transparency and/or adherence to internationally recognized standards and principles.
| Enabling the financial community to manage governance risk for the benefit of shareholders. | |
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2017 Sustainability U.S. Proxy Voting Guidelines |
DISCLOSURE/DISCLAIMER
This document and all of the information contained in it, including without limitation all text, data, graphs, and charts (collectively, the "Information") is the property of Institutional Shareholder Services Inc. (ISS), its subsidiaries, or, in some cases third party suppliers.
The Information has not been submitted to, nor received approval from, the United States Securities and Exchange Commission or any other regulatory body. None of the Information constitutes an offer to sell (or a solicitation of an offer to buy), or a promotion or recommendation of, any security, financial product or other investment vehicle or any trading strategy, and ISS does not endorse, approve, or otherwise express any opinion regarding any issuer, securities, financial products or instruments or trading strategies.
The user of the Information assumes the entire risk of any use it may make or permit to be made of the Information.
ISS MAKES NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE INFORMATION AND EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES (INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF ORIGINALITY, ACCURACY, TIMELINESS, NON-INFRINGEMENT, COMPLETENESS, MERCHANTABILITY, AND FITNESS for A PARTICULAR PURPOSE) WITH RESPECT TO ANY OF THE INFORMATION.
Without limiting any of the foregoing and to the maximum extent permitted by law, in no event shall ISS have any liability regarding any of the Information for any direct, indirect, special, punitive, consequential (including lost profits), or any other damages even if notified of the possibility of such damages. The foregoing shall not exclude or limit any liability that may not by applicable law be excluded or limited.
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The Global Leader In Corporate Governance www.issgovernance.com |
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STATEMENT OF ADDITIONAL INFORMATION
HSBC FUNDS
| Class A | Class I | |
| HSBC Emerging Markets Debt Fund | HCGAX | HCGIX |
| HSBC Emerging Markets Local Debt Fund | HBMAX | HBMIX |
| HSBC Total Return Fund | HTRAX | HTRIX |
| HSBC Frontier Markets Fund | HSFAX | HSFIX |
| HSBC Asia ex-Japan Smaller Companies Equity Fund | HAJAX | HAJIX |
| HSBC Global High Yield Bond Fund | HBYAX | HBYIX |
| HSBC Global High Income Bond Fund | HBIAX | HBIIX |
| HSBC Global Equity Volatility Focused Fund | HGEAX | HGEIX |
| HSBC Euro High Yield Bond Fund (USD Hedged) | HEYAX | HEYIX |
P.O. Box 8106
Boston, MA
02266-8106
General and Account Information - (800) 782-8183 (Toll Free)
| HSBC Global Asset Management (USA) Inc., | Citi Fund Services Ohio, Inc., Sub-Administrator | |
| Investment Adviser and Administrator of the | of the Funds (Citi or Sub-Administrator) | |
| Funds (Adviser or Administrator) | ||
| HSBC Global Asset Management (UK) Limited, | HSBC Global Asset Management (France), | |
| Subadviser to HSBC Frontier Markets Fund, | Subadviser to HSBC Global High Yield Bond | |
| HSBC Global High Income Bond Fund and HSBC | Fund, HSBC Global High Income Bond Fund and | |
| Global Equity Volatility Focused Fund (AMEU) | HSBC Euro High Yield Bond Fund (USD Hedged) | |
| (AMFR) | ||
| HSBC Global Asset Management (Hong Kong) | ||
| Limited, Subadviser to HSBC Asia ex-Japan | ||
| Smaller Companies Equity Fund (AMHK) | ||
THIS STATEMENT OF ADDITIONAL INFORMATION IS NOT A PROSPECTUS AND IS ONLY AUTHORIZED FOR DISTRIBUTION WHEN PRECEDED OR ACCOMPANIED BY ONE OR MORE OF THE PROSPECTUS FOR THE FUNDS DATED FEBRUARY 28, 2017 (the Prospectus). This Statement of Additional Information (SAI) contains additional and more detailed information than that set forth in the Prospectus and should be read in conjunction with the Prospectus. The Prospectus and SAI may be obtained without charge by writing or calling the HSBC Funds (the Trust) at the address and telephone number printed above.
References in this SAI to the Prospectus are to the Prospectus dated February 28, 2017 of the Trust by which shares of the funds listed above (each, a Fund and, collectively, the Funds) are being offered. Unless the context otherwise requires, terms defined in the Prospectus have the same meaning in this SAI as in the Prospectus.
Current audited financial statements for the Funds dated October 31, 2016 are hereby incorporated herein by reference from the Annual Report of such Funds dated October 31, 2016, as filed with the Securities and Exchange Commission (the SEC). Copies of this Annual Report may be obtained without charge by writing or calling the Trust at the address and telephone number printed above.
February 28, 2017
TABLE OF CONTENTS
| Page | |
| GENERAL INFORMATION | 1 |
| The Funds | 1 |
| INVESTMENT OBJECTIVE, POLICIES AND RESTRICTIONS | 1 |
| INVESTMENT TECHNIQUES AND RISKS | 2 |
| American Depositary Receipts | 4 |
| Asset-Backed Securities | 4 |
| Banking Industry and Savings and Loan Industry Obligations | 5 |
| Brady Bonds | 5 |
| Cash Sweep Program | 6 |
| Convertible Securities | 6 |
| Cyber Security Risk | 7 |
| Derivatives | 8 |
| Emerging Markets | 19 |
| Equity Securities | 24 |
| Eurodollar and Yankee Bank Obligations | 24 |
| Exchange Traded Funds | 25 |
| Exchange Traded Notes | 25 |
| Financial Services | 25 |
| Fixed Income Instruments | 26 |
| Floating and Variable Rate Obligations | 26 |
| Foreign Currency Exchange-Related Securities | 28 |
| Foreign Securities | 29 |
| Global Financial Markets | 31 |
| High Yield/High Risk Securities | 32 |
| Illiquid Investments, Rule 144A Securities, and Section 4(a)(2) Securities | 33 |
| Inverse Floating Rate Obligations | 33 |
| Investment Company Securities | 33 |
| Loan Participations and Assignments | 34 |
| Money Market Securities | 36 |
| Mortgage Dollar Roll Transactions | 36 |
| Mortgage-Related Securities | 36 |
| Operational Risk | 42 |
| Other Depositary Receipts (CDRs, EDRs, GDRs) | 43 |
| Participation Notes, Participatory, Unitary and Other Structured Notes | 44 |
| Repurchase Agreements | 44 |
| Short Sales | 45 |
| Short-Term Trading | 45 |
| Sovereign and Supranational Debt Obligations | 45 |
| Sukuk | 46 |
| U.S. Government Securities | 47 |
| Warrants | 47 |
| When-Issued and Delayed-Delivery Securities | 47 |
| Zero Coupon Obligations | 48 |
| PORTFOLIO TURNOVER | 49 |
ii
| PORTFOLIO TRANSACTIONS | 49 |
| DISCLOSURE OF PORTFOLIO HOLDINGS | 53 |
| INVESTMENT RESTRICTIONS | 54 |
| PERCENTAGE AND RATING RESTRICTIONS | 60 |
| MANAGEMENT OF THE TRUST | 61 |
| Board of Trustees | 61 |
| Board Composition and Leadership Structure | 61 |
| Boards Role in Risk Oversight of the Trust | 61 |
| Qualifications of the Trustees | 62 |
| Committees | 65 |
| Fund Ownership | 66 |
| Trustee and Officer Compensation | 67 |
| Proxy Voting | 68 |
| INVESTMENT ADVISORY AND OTHER SERVICES | 69 |
| Investment Adviser | 69 |
| Subadvisers | 71 |
| Portfolio Managers | 73 |
| Distribution Plans - Class A Shares Only | 76 |
| The Distributor | 77 |
| Payments to Financial Intermediaries | 78 |
| Shareholder Services Plan | 80 |
| Administrator and Sub-Administrator | 80 |
| Transfer Agent | 82 |
| Custodian | 82 |
| Fund Accounting Agent | 82 |
| Shareholder Servicing Agents | 83 |
| Federal Banking Law | 84 |
| Expenses | 84 |
| DETERMINATION OF NET ASSET VALUE | 85 |
| PURCHASE OF SHARES | 91 |
| Exchange Privilege | 91 |
| In-Kind Purchases | 92 |
| Automatic Investment Plan | 92 |
| Purchases Through a Shareholder Servicing Agent or a Securities Broker | 93 |
| SALES CHARGES | 93 |
| Class A Shares | 93 |
| Sales Charge Waivers | 94 |
| Concurrent Purchases | 94 |
| Letter of Intent | 95 |
iii
| Right of Accumulation | 95 |
| REDEMPTION OF SHARES | 96 |
| Systematic Withdrawal Plan | 97 |
| Redemption of Shares Purchased Directly Through the Funds | 97 |
| RETIREMENT PLANS | 98 |
| Individual Retirement Accounts (IRAs) | 98 |
| Defined Contribution Plans | 98 |
| Section 457 Plan, 401(k) Plan, 403(b) Plan | 98 |
| DIVIDENDS AND DISTRIBUTIONS | 98 |
| DESCRIPTION OF SHARES, VOTING RIGHTS, AND LIABILITIES | 99 |
| OWNERSHIP OF THE FUNDS | 100 |
| TAXATION | 104 |
| Tax Status of the Funds | 104 |
| Distributions in General | 105 |
| Sale, Exchange, or Redemption of Shares | 106 |
| Backup Withholding | 107 |
| Other Taxation | 107 |
| Foreign Shareholders | 107 |
| Fund Investments | 108 |
| Foreign Tax Issues | 109 |
| OTHER INFORMATION | 111 |
| Capitalization | 111 |
| Independent Registered Public Accounting Firm | 112 |
| Counsel | 112 |
| Code of Ethics | 112 |
| Registration Statement | 112 |
| Financial Statements | 112 |
| Shareholder Inquiries | 112 |
| APPENDIX A: DESCRIPTION OF SECURITIES RATINGS | A-1 |
| APPENDIX B: HSBC FUNDS PROXY VOTING POLICY | B-1 |
| APPENDIX C: PROXY VOTING POLICY
AND PROCEDURES for HSBC GLOBAL ASSET MANAGEMENT (USA) INC., HSBC GLOBAL ASSET MANAGEMENT (HONG KONG) LIMITED, HSBC GLOBAL ASSET MANAGEMENT (UK) LIMITED |
C-1 |
iv
GENERAL INFORMATION
THE FUNDS
The HSBC Emerging Markets Debt Fund (EM Debt Fund), HSBC Emerging Markets Local Debt Fund (EM Local Debt Fund), HSBC Total Return Fund (Total Return Fund), HSBC Frontier Markets Fund (Frontier Markets Fund), HSBC Asia ex-Japan Smaller Companies Equity Fund (Asia ex-Japan Smaller Companies Equity Fund), HSBC Global High Yield Bond Fund (High Yield Bond Fund), HSBC Global High Income Bond Fund (High Income Bond Fund), HSBC Global Equity Volatility Focused Fund (Global Equity Volatility Focused Fund), and HSBC Euro High Yield Bond Fund (USD Hedged) (Euro High Yield Bond Fund), are separate series of the Trust, an open-end, management investment company that currently consists of multiple series, each of which has its own distinct investment objectives and policies. Each Fund is non-diversified, within the meaning of the Investment Company Act of 1940, as amended (the 1940 Act), except the Frontier Markets Fund, Asia ex-Japan Small Companies Equity Fund, High Yield Bond Fund, High Income Bond Fund, Global Equity Volatility Focused Fund and Euro High Yield Bond Fund, which are diversified. Each Fund is described in this SAI. The Trust also includes certain equity, fixed income, asset allocation and money market funds (Money Market Funds) that are covered in separate SAIs.
Shares of the Funds are divided into two separate classes: Class A Shares (the Class A Shares) and Class I Shares (the Class I Shares). Shares of the Funds are continuously offered by the Distributor. Certain share classes are subject to investment minimums. See the Prospectus and Purchase of Shares and Sales Charges in this SAI. See Description Of Shares, Voting Rights, and Liabilities The Trust, and Other Information Capitalization in this SAI for more information about the Trust.
INVESTMENT OBJECTIVE, POLICIES AND RESTRICTIONS
The following information supplements the discussion of the investment objective, policies, and risks of each Fund in the Prospectus. There can be no assurance that the investment objectives of a Fund will be achieved. Except as otherwise indicated, the investment objective and related policies and strategies of a Fund are not fundamental and may be changed by the Board of Trustees of the Trust (the Board) without the approval of Fund shareholders. Shareholders will be given advance notice of material changes to a Funds investment objective or other non-fundamental investment policies. If there is a change, shareholders should consider whether a Fund remains an appropriate investment in light of their then-current financial position and needs.
Each Fund is considered to be non-diversified under the 1940 Act (with the exception of the Frontier Markets Fund, Asia ex-Japan Smaller Companies Equity Fund, High Yield Bond Fund, High Income Bond Fund, Global Equity Volatility Focused Fund and Euro High Yield Bond Fund, which are diversified), which means that the Fund may invest a greater percentage of its assets in a more limited number of issuers than a diversified fund. The non-diversified Funds are not subject to any statutory restrictions under the 1940 Act with respect to limiting the investments of each Funds assets in one or relatively few issuers. This ability to invest in a relatively small number of issuers may present greater risks than in the case of a diversified mutual fund. However, each Fund intends to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended (the Code). In order to so qualify, under current law, at the close of each quarter of a Funds taxable year, at least 50% of the Funds total assets must be represented by cash, U.S. Government securities, investment company securities and other securities limited in respect of any one issuer to not more than 5% in value of the total assets of the Fund and not more than 10% of the outstanding voting securities of such issuer. In addition at the close of each quarter of its taxable year, not more than 25% of a Funds total assets may be invested in securities of one issuer (or two or more issuers which are controlled by the Fund and which are determined to be engaged in the same or similar trades or businesses or related businesses) other than U.S. Government securities or the securities of other regulated investment companies, or in the securities of one or more qualified publicly traded partnerships.
Each Fund may borrow money for temporary or defensive purposes or for liquidity purposes to meet redemptions and other expenses.
The Trust, on behalf of the Funds, has claimed an exclusion from the definition of the term commodity pool operator (CPO) under the Commodity Exchange Act (CEA) and, therefore, is not subject to registration or regulation as a CPO under the CEA. The Adviser is not deemed to be a CPO with respect to its service as investment adviser to the Funds. To the extent that the Trust, on behalf of the Funds, is no longer eligible to claim an exclusion from Commodity Futures Trading Commission (CFTC) regulation, the Funds may consider steps in order to continue to qualify for this exclusion, or may determine to operate subject to CFTC regulation. If a Fund operates subject to CFTC regulation, it may incur additional compliance and other expenses.
INVESTMENT TECHNIQUES AND RISKS
Each Fund invests in a variety of securities in accordance with its investment objectives and policies (as described in the Prospectus) and employs a number of investment techniques. Each type of security and technique involves certain risks. The following is an alphabetical list of the investment techniques used by the Funds as indicated in the table and the main risks associated with those techniques.
References to the Adviser should be understood as referring jointly to the Adviser and the relevant Subadviser.
2
The table below indicates the types of investments and techniques that are material to the investment strategies employed by each Fund. In some cases, the omission of a Fund is not intended to imply that the Fund is precluded from investing in the types of investments or employing the techniques indicated below. Generally, if a particular type of investment or technique is not indicated as being applicable to a particular Fund, the particular type of investment or technique will not be material to the investment strategies employed by the Fund, although any risk factors that are stated more generally with respect to any broader category of investment or technique may still apply.
| Type of Investment Technique or Risk | EM Debt Fund | EM Local Debt Fund | Frontier Markets Fund | Total Return Fund | Asia ex- Japan Smaller Companies Equity Fund | High Yield Bond Fund | High Income Bond Fund | Global Volatility Focused Equity Fund | Euro High Yield Bond Fund |
| American Depositary Receipts (ADRs) | X | X | X | ||||||
| Asset-Backed Securities | X | X | X | X | X | X | |||
| Banking Industry and Savings and Loan Industry Obligations | X | X | X | X | X | X | X | X | X |
| Brady Bonds | X | X | X | X | X | X | |||
| Cash Sweep Program | X | X | X | X | X | X | X | X | X |
| Convertible Securities | X | X | X | X | X | X | X | ||
| Cyber Security Risk | X | X | X | X | X | X | X | X | X |
| Derivatives | X | X | X | X | X | X | X | X | X |
| Emerging Markets | X | X | X | X | X | X | X | X | X |
| Equity Securities | X | X | X | X | |||||
| Eurodollar and Yankee Bank Obligations | X | X | X | X | X | X | X | X | X |
| Exchange Traded Funds | X | X | X | X | X | X | X | X | X |
| Exchange Traded Notes | X | X | X | X | X | X | |||
| Financial Services | X | ||||||||
| Fixed Income Securities | X | X | X | X | X | X | X | X | X |
| Floating and Variable Rate Obligations | X | X | X | X | X | X | X | X | X |
| Foreign Currency Exchange-Related Securities | X | X | X | X | X | X | X | X | X |
| Foreign Securities | X | X | X | X | X | X | X | X | X |
| Global Financial Markets | X | X | X | X | X | X | X | X | X |
| High Yield/High Risk Securities | X | X | X | X | X | X | |||
| Illiquid Investments, Rule 144A
Securities, and Section 4(a)(2) Securities |
X | X | X | X | X | X | X | X | X |
| Inverse Floating Rate Obligations | X | X | X | X | X | X | |||
| Investment Company Securities | X | X | X | X | X | X | X | X | X |
| Loan Participation and Assignments | X | X | X | ||||||
| Money Market Securities | X | X | X | X | X | X | X | X | X |
| Mortgage Dollar Roll Transactions | X | X | X | ||||||
| Mortgage-Related Securities | X | X | X | X | X | X | |||
| Operational Risk | X | X | X | X | X | X | X | X | X |
| Other Depositary Receipts (CDRs, EDRs, GDRs) | X | X | X | ||||||
| Participation Notes and
Participatory, Unitary and Other Structured Notes |
X | X | X | X | X | X | X | X | X |
| Repurchase Agreements | X | X | X | X | X | X | X | X | X |
| Short Sales | X | X | X | X | X | X | |||
| Short-Term Trading | X | X | X | X | X | X | X | X | X |
| Sovereign and Supranational Debt Obligations | X | X | X | X | X | X | |||
| Sukuk | X | X | X | X | X | ||||
| U.S. Government Securities | X | X | X | X | X | X | X | X | X |
| Warrants | X | X | X | X | X | X | X | X | X |
| When-Issued and Delayed-Delivery Securities | X | X | X | X | X | ||||
| Zero Coupon Obligations | X | X | X | X | X | X |
3
AMERICAN DEPOSITARY RECEIPTS
Certain Funds may invest in ADRs. ADRs are certificates issued by a U.S. depository (usually a bank) and represent a specified quantity of shares of an underlying non-U.S. stock on deposit with a custodian bank as collateral. ADRs may be sponsored or unsponsored. A sponsored ADR is issued by a depository that has an exclusive relationship with the issuer of the underlying security. An unsponsored ADR may be issued by any number of U.S. depositories. Under the terms of most sponsored arrangements, depositories agree to distribute notices of shareholder meetings and voting instructions, and to provide shareholder communications and other information to the ADR holders at the request of the issuer of the deposited securities. The depository of an unsponsored ADR, on the other hand, is under no obligation to distribute shareholder communications received from the issuer of the deposited securities or to pass through voting rights to ADR holders in respect of the deposited securities. A Fund may invest in either type of ADR.
Although a U.S. investor (such as a Fund) holds a substitute receipt of ownership rather than direct stock certificates, the use of the depositary receipts in the United States can reduce costs and delays as well as potential currency exchange and other difficulties. A Fund may purchase securities in local markets and direct delivery of these ordinary shares to the local depository of an ADR agent bank in the foreign country. Simultaneously, the ADR agents create a certificate that settles at the Funds custodian in five days. A Fund may also execute trades on the U.S. markets using existing ADRs. A foreign issuer of the security underlying an ADR is generally not subject to the same reporting requirements in the United States as a domestic issuer. Accordingly, the information available to a U.S. investor will be limited to the information the foreign issuer is required to disclose in its own country and the market value of an ADR may not reflect undisclosed material information concerning the issuer of the underlying security. ADRs may also be subject to exchange rate risks if the underlying foreign securities are denominated in foreign currency. Other types of depositary receipts are discussed under Other Depositary Receipts in this section.
ASSET-BACKED SECURITIES
Certain Funds may invest in asset-backed securities. Through the use of trusts and special purpose subsidiaries, various types of assets, including auto loans, credit card receivables, home equity loans, and student loans, are being securitized in pass-through structures similar to the mortgage pass-through structures described below, or in a pass-through structure similar to the collateralized mortgage structure.
Asset-backed securities are often subject to more rapid repayment than their stated maturity date would indicate as a result of the pass-through of prepayments of principal on the underlying loans. During periods of declining interest rates, prepayment of loans underlying asset-backed securities can be expected to accelerate. Accordingly, a Funds ability to maintain positions in such securities will be affected by reductions in the principal amount of such securities resulting from prepayments, and its ability to reinvest the returns of principal at comparable yields is subject to generally prevailing interest rates at that time. To the extent that a Fund invests in asset-backed securities, the values of the Funds portfolio securities will vary with changes in market interest rates generally and the differentials in yields among various kinds of asset-backed securities.
Asset-backed securities present certain additional risks because asset-backed securities generally do not have the benefit of a security interest in collateral that is comparable to mortgage assets. Credit card receivables are generally unsecured and the debtors on such receivables are entitled to the protection of a number of state and federal consumer credit laws, many of which give such debtors the right to set-off certain amounts owed on the credit cards, thereby reducing the balance due. Automobile receivables generally are secured, but by automobiles rather than residential real property. Most issuers of automobile receivables permit the loan servicers to retain possession of the underlying obligations. If the servicer were to sell these obligations to another party, there is a risk that the purchaser would acquire an interest superior to that of the holders of the asset-backed securities. In addition, because of the large number of vehicles involved in a typical issuance and technical requirements under state laws, the trustee for the holders of the automobile receivables may not have a proper security interest in the underlying automobiles. Therefore, if the issuer of an asset-backed security defaults on its payment obligations, there is the possibility that, in some cases, a Fund will be unable to possess and sell the underlying collateral and that the Funds recoveries on repossessed collateral may not be available to support payments on these securities. The risks associated with asset-backed securities are often reduced by the addition of credit enhancements such as a letter of credit from a bank, excess collateral or a third-party guarantee. However, the Funds are subject to the credit risk of the person or entities providing the credit enhancements.
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BANKING INDUSTRY AND SAVINGS AND LOAN INDUSTRY OBLIGATIONS
As a temporary or defensive measure, the Funds may invest in certificates of deposit, time deposits, bankers acceptances, and other short-term debt obligations issued by commercial banks and savings and loan associations (S&Ls).
Certificates of deposit are receipts from a bank or S&L for funds deposited for a specified period of time at a specified rate of return. Time deposits in banks or S&Ls are generally similar to certificates of deposit but are uncertificated. Bankers acceptances are time drafts drawn on commercial banks by borrowers, usually in connection with international commercial transactions. Time deposits maturing in more than seven days and subject to withdrawal penalties will be subject to each Funds restriction on investments in illiquid securities.
The Funds will not invest in any obligation of a commercial bank unless (i) the bank has total assets of at least $1 billion, or the equivalent in other currencies, or, in the case of domestic banks that do not have total assets of at least $1 billion, the aggregate investment made in any one such bank is limited to $250,000 and the principal amount of such investment is insured in full by the Federal Deposit Insurance Corporation (the FDIC); (ii) in the case of U.S. banks, it is a member of the FDIC; and (iii) in the case of foreign banks and foreign branches of U.S. banks, the security is deemed by the Adviser to be of an investment quality comparable with other debt securities that may be purchased by the Funds.
The Funds may also invest in obligations of U.S. banks, foreign branches of U.S. banks (Eurodollars) and U.S. branches of foreign banks (Yankee dollars) as a temporary defensive measure. Euro and Yankee dollar investments will involve some of the same risks as investing in foreign securities, as described below.
BRADY BONDS
Certain Funds may invest a portion of their assets in Brady Bonds, which are securities created through the exchange of existing commercial bank loans to sovereign entities for new obligations in connection with debt restructurings. Brady Bonds are not considered U.S. Government securities.
Brady Bonds may be collateralized or uncollateralized and are issued in various currencies (primarily the U.S. dollar). U.S. dollar-denominated, collateralized Brady Bonds, which may be fixed rate par bonds or floating rate discount bonds, are generally collateralized in full as to principal by U.S. Treasury zero coupon bonds having the same maturity as the Brady Bonds. Interest payments on these Brady Bonds generally are collateralized on a one-year or longer rolling-forward basis by cash or securities in an amount that, in the case of fixed rate bonds, is equal to at least one year of interest payments or, in the case of floating rate bonds, initially is equal to at least one years interest payments based on the applicable interest rate at that time and is adjusted at regular intervals thereafter. Certain Brady Bonds are entitled to value recovery payments in certain circumstances, which in effect constitute supplemental interest payments but generally are not collateralized. Brady Bonds are often viewed as having three or four valuation components: (i) the collateralized repayment of principal at final maturity; (ii) the collateralized interest payments; (iii) the uncollateralized interest payments; and (iv) any uncollateralized repayment of principal at maturity (these uncollateralized amounts constitute the residual risk).
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Brady Bonds involve various risk factors, including the history of defaults with respect to commercial bank loans by public and private entities of countries issuing Brady Bonds. Investments in Brady Bonds are to be viewed as speculative. There can be no assurance that Brady Bonds in which a Fund may invest will not be subject to restructuring arrangements or to requests for new credit, which may cause a Fund to suffer a loss of interest or principal on any of its holdings.
CASH SWEEP PROGRAM
Each Fund may participate in a cash sweep program (the Cash Sweep Program). In the Cash Sweep Program, a Funds uninvested cash balances are used to purchase Class I Shares of the HSBC U.S. Government Money Market Fund (the Government Money Market Fund). The Cash Sweep Program can reduce exposure to the risk of counterparty default on repurchase agreements and the market risk associated with direct purchases of short-term obligations, while providing ready liquidity and increased diversity of holdings. Class I Shares of the Government Money Market Fund sold to and redeemed from a Fund will not be subject to a sales charge, as defined in rule 2830(b)(8) of the Conduct Rules of the Financial Industry Regulatory Authority (FINRA), or service fee, as defined in rule 2830(b)(9) of the Conduct Rules of FINRA, in connection with the purchase, sale, or redemption of such shares by a Fund, or the advisory fee for the investing Fund will be waived in an amount that offsets the amount of such sales charges and/or service fees incurred by that Fund. More detailed information about the Government Money Market Fund and money market funds in general may be found in the current Prospectus and the separate SAI that includes the various HSBC Money Market Funds and under MONEY MARKET SECURITIES in this section.
CONVERTIBLE SECURITIES
Certain Funds may invest in securities that are convertible into common stock. Convertible bonds are issued with lower coupons than non-convertible bonds of the same quality and maturity, but they give holders the option to exchange their bonds for a specific number of shares of the companys common stock at a predetermined price. This structure allows the convertible bond holder to participate in share price movements in the companys common stock. The actual return on a convertible bond may exceed its stated yield if the companys common stock appreciates in value, and the option to convert to common shares becomes more valuable. Because of the conversion feature, the price of the convertible security will normally fluctuate in some proportion to changes in the price of the underlying asset, and as such is subject to risks relating to the activities of the issuer and/or general market and economic conditions. The income component of a convertible security may tend to cushion the security against declines in the price of the underlying asset. However, the income component of convertible securities causes fluctuations based upon changes in interest rates and the credit quality of the issuer. See Equity Securities in this section.
Convertible preferred stocks are non-voting equity securities that pay a fixed dividend. These securities have a convertible feature similar to convertible bonds; however, they do not have a maturity date. Due to their fixed income features, convertible issues typically are more sensitive to interest rate changes than the underlying common stock. In the event of liquidation, bondholders would have claims on company assets senior to those of stockholders; preferred stockholders would have claims senior to those of common stockholders.
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A convertible security may be subject to redemption at the option of the issuer at a predetermined price. If a convertible security held by a Fund is called for redemption, the Fund would be required to permit the issuer to redeem the security and convert it to underlying common stock, or would sell the convertible security to a third party, which may have an adverse effect on the Funds ability to achieve its investment objective.
Contingent convertible bonds (CoCo bonds) are hybrid bonds typically issued by banks. When the issuers capital ratio falls below a specified trigger level, or in a regulators discretion depending on the regulators judgment about the issuers solvency prospects, a CoCo bond may be written down, written off or converted into an equity security. Due to the contingent write-down, write-off and conversion feature, CoCo bonds may have substantially greater risk than other securities in times of financial stress. If the trigger level is breached, the issuers decision to write down, write off or convert a CoCo bond may be outside a Funds control. Any such action could have an adverse effect on the Funds returns, and the Fund may suffer a complete loss on an investment in CoCo bonds with no chance of recovery even if the issuer remains in existence.
In addition, coupon payments on CoCo bonds are discretionary and may be cancelled by the issuer at any point, for any reason, and for any length of time. The discretionary cancellation of payments is not an event of default and there are no remedies to require re-instatement of coupon payments or payment of any past missed payments. Coupon payments may also be subject to approval by the issuers regulator and may be suspended in the event there are insufficient distributable reserves. Due to uncertainty surrounding coupon payments, CoCo bonds may be volatile and their price may decline rapidly in the event that coupon payments are suspended.
CoCo bonds typically are structurally subordinated to traditional convertible bonds in the issuers capital structure. In certain scenarios, investors in CoCo bonds may suffer a loss of capital ahead of equity holders or when equity holders do not. CoCo bonds are perpetual instruments and may only be callable at predetermined dates upon approval of the applicable regulatory authority. There is no guarantee that a Fund will receive return of principal on CoCo bonds. Moreover, CoCo bonds are a newer form of instrument and the regulatory environment for these instruments continues to evolve. Because the market for CoCo bonds is evolving, it is uncertain how the larger market for contingent convertible securities would react to an issuers capital ratio falling below a specific trigger level or a coupon suspension applicable to a single issuer.
CYBER SECURITY RISK
The Funds face greater risks of cyber security breaches because of the broad use of technology such as computer systems and the internet that has developed in the course of business. In general, cyber-attacks result from deliberate attacks but other events may have effects similar to those caused by cyber-attacks. Cyber-attacks include, among others, stealing or corrupting data that is maintained online or digitally, denial-of-service attacks on websites, and the unauthorized release of confidential information. Cyber-attacks affecting a Fund or its investment adviser, subadviser, custodian, transfer agent, intermediary or other third-party service provider may adversely impact the Fund. These cyber-attacks have the ability to cause disruptions and impact business operations, to result in financial losses, to prevent shareholders from transacting business, and to lead to violations of applicable privacy and other laws, regulatory fines, penalties, reputational damage, reimbursement or other compensation costs, and/or additional compliance costs. Similar to operational risk in general, the Funds and their investment adviser have instituted risk management systems designed to minimize the risks associated with cyber security. However, it is not certain that these systems will succeed, especially because the Funds do not directly control the cyber security systems of the service providers to the Funds, their trading counterparties, or the issuers in which a Fund may invest. Moreover, there is a risk that the cyber-attacks will not be detected.
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DERIVATIVES
The Funds may invest in various instruments that are commonly known as derivatives. Generally, a derivative is a financial arrangement the value of which is based on, or derived from, a traditional security, asset, or market index. Some derivatives are in many respects like any other investment, although they may be more volatile or less liquid than more traditional debt securities. There are, in fact, many different types of derivatives and many different ways to use them. There is a range of risks associated with the use of derivatives, including the possibility of a total loss of the amount invested. Futures and options are commonly used for traditional hedging purposes to attempt to protect a Fund from exposure to changing interest rates, securities prices, or currency exchange rates and for cash management purposes as a low-cost method of gaining exposure to a particular securities market without investing directly in those securities. The Funds may use derivatives for hedging purposes or cash management purposes, as a substitute for investing directly in securities, or as part of a strategy to gain exposure to characteristics of investments in foreign markets through efficient portfolio management techniques. When a derivative is used as a hedge against a position that a Fund holds, any loss generated by the derivative generally should be substantially offset by gains on the hedged investment, and vice versa. Although hedging can reduce or eliminate losses, it can also reduce or eliminate gains. Hedges are sometimes subject to imperfect matching between the derivative and the underlying security, and there can be no assurance that a Funds hedging transactions will be effective. A Fund may use derivatives to seek to enhance return when the Adviser believes the investment will assist the Fund in achieving its investment objectives. For example, a Fund may also invest in derivatives to create synthetic foreign positions when direct investments may not be available or permissible.
Because the markets for certain derivative instruments (including markets located in foreign countries) are relatively new and still developing, appropriate derivatives transactions may not be available in all circumstances for risk management or other purposes. Upon the expiration of a particular contract, a Fund may wish to retain a Fund's position in the derivative instrument by entering into a similar contract, but may be unable to do so if the counterparty to the original contract is unwilling to enter into the new contract and no other appropriate counterparty can be found. When such markets are unavailable, a Fund will be subject to increased liquidity risk.
Also, any additional future regulation of the derivatives markets may make derivatives more costly, may limit the availability of derivatives, or may otherwise adversely affect the value or performance of derivatives. Any such adverse future developments could impair the effectiveness of a Funds derivatives transactions and cause the Fund to lose value. For example, in December 2015, the SEC proposed a new rule to regulate the use of derivatives by registered investment companies, such as the Funds. If the rule goes into effect, it could limit the ability of a Fund to invest or remain invested in derivatives. In addition, other future regulatory developments may impact a Funds ability to invest or remain invested in certain derivatives. Legislation or regulation may also change the way in which a Fund itself is regulated. HSBC cannot predict the effects of any new governmental regulation that may be implemented on the ability of a Fund to use swaps or any other financial derivative product, and there can be no assurance that any new governmental regulation will not adversely affect a Funds ability to achieve its investment objectives.
The risks associated with derivatives are heightened when the Adviser uses derivatives to enhance a Funds return or as a substitute for a position or security, rather than solely to hedge (or offset) the risk of a position or security held by the Fund. The success of the Advisers derivatives strategies will also be affected by its ability to assess and predict the impact of market or economic developments on the underlying asset, index or rate and the derivative itself, without the benefit of observing the performance of the derivative under all possible market conditions. Certain derivative positions may be difficult to close out when a Funds portfolio managers may believe it would be appropriate to do so.
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Forward Foreign Currency Contracts And Options On Foreign Currencies
The Funds may enter into forward foreign currency contracts and options on foreign currencies. Forward foreign currency exchange contracts (forward contracts) are generally intended to minimize the risk of loss to a Fund from adverse changes in the relationship between the U.S. dollar and foreign currencies. By entering into transactions in forward contracts, however, a Fund may be required to forego the benefits of advantageous changes in exchange rates and, in the case of forward contracts entered into for non-hedging purposes, the Fund may sustain losses that will reduce its gross income. Forward contracts are typically traded over-the-counter and not on organized commodities or securities exchanges. As a result, such contracts operate in a manner distinct from exchange-traded instruments and their use involves certain risks beyond those associated with transactions in futures contracts or options traded on exchanges.
A forward contract is an obligation to purchase or sell a specific currency for an agreed price at a future date that is individually negotiated and privately traded by currency traders and their customers. A forward contract may be used, for example, when a Fund enters into a contract for the purchase or sale of a security denominated in a foreign currency in order to lock in the U.S. dollar price of the security.
Each Fund may also purchase and write put and call options on foreign currencies for the purpose of protecting against declines in the U.S. dollar value of foreign portfolio securities and against increases in the U.S. dollar cost of foreign securities to be acquired. See Options and Futures and Related Risks in this section. The Funds may each also combine forward contracts with investments in securities denominated in other currencies in order to achieve desired credit and currency exposures. Such combinations are generally referred to as synthetic securities. For example, in lieu of purchasing a foreign bond, a Fund may purchase a U.S. dollar-denominated security and at the same time enter into a forward contract to exchange U.S. dollars for the contracts underlying currency at a future date. By matching the amount of U.S. dollars to be exchanged with the anticipated value of the U.S. dollar-denominated security, a Fund may be able to lock in the foreign currency value of the security and adopt a synthetic investment position reflecting the credit quality of the U.S. dollar-denominated security.
There is a risk in adopting a synthetic investment position to the extent that the value of a security denominated in U.S. dollars or other foreign currency is not exactly matched with the Funds obligation under the forward contract. On the date of maturity, a Fund may be exposed to some risk of loss from fluctuations in that currency. When a Fund enters into a forward contract for purposes of creating a synthetic security, it will generally be required to hold high-grade, liquid securities or cash in a segregated account with a daily value at least equal to its obligation under the forward contract.
Transactions in forward contracts entered into for hedging purposes will include forward purchases or sales of foreign currencies for the purpose of protecting the U.S. dollar value of securities denominated in a foreign currency or protecting the U.S. dollar equivalent of interest or dividends to be paid on such securities. By entering into such transactions, however, a Fund may be required to forego the benefits of advantageous changes in exchange rates. A Fund that may use derivatives to enhance its returns may enter into transactions in forward contracts for purposes other than hedging, which presents greater profit potential but also involves increased risk of losses that will reduce its gross income. If the expected changes in the value of the currency occur, the Fund will realize profits that will increase its gross income. Where exchange rates do not move in the direction or to the extent anticipated, however, a Fund may sustain losses that will reduce its gross income. Such transactions, therefore, could be considered speculative.
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Futures Contracts
The Funds may buy and sell futures contracts that relate to (1) broadly-based stock indices (these are referred to as "stock index futures"), (2) an individual stock ("single stock futures"), (3) other broadly-based securities indices (these are referred to as "financial futures"), and (4) foreign currencies. A broadly-based stock index is used as the basis for trading stock index futures. They may, in some cases, be based on stocks of issuers in a particular industry or group of industries. A stock index assigns relative values to the common stocks included in the index and its value fluctuates in response to the changes in value of the underlying stocks. A stock index cannot be purchased or sold directly. Financial futures are similar contracts based on the future value of the basket of securities that comprise the index. These contracts obligate the seller to deliver, and the purchaser to take, cash to settle the futures transaction. There is no delivery made of the underlying securities to settle the futures obligation. Either party may also settle the transaction by entering into an offsetting contract.
A sale of a futures contract means the acquisition of a contractual obligation to deliver the securities or to make or accept the cash settlement called for by the contract at a specified price on a specified date. A purchase of a futures contract means the acquisition of a contractual obligation to acquire the securities or to make or accept the cash settlement called for by the contract at a specified price on a specified date.
A Fund may enter into transactions in futures contracts to protect itself from fluctuations in interest rates but without the risks and transaction costs of buying or selling long-term debt securities. For example, if a Fund owns long-term bonds, and interest rates were expected to increase, the Fund might enter into futures contracts for the sale of debt securities. Such a sale would have much the same effect as selling an equivalent value of the long-term bonds owned by a Fund. If interest rates did increase, the value of the debt securities in the portfolio would decline, but the value of a Funds futures contracts would increase at approximately the same rate, thereby keeping the net asset value (NAV) of the Fund from declining as much as it otherwise would have. When a Fund is not fully invested, and a decline in interest rates is anticipated, which would increase the cost of fixed income securities that the Fund intends to acquire, the Fund may purchase a futures contract. In the event that the projected decline in interest rates occurs, the increased cost to the Fund of the securities acquired should be offset, in whole or in part, by gains on the futures contracts. As portfolio securities are purchased, the Fund will close out its futures contracts by entering into offsetting transactions on the contract market on which the initial purchase was effected. In a substantial majority of these transactions, a Fund will purchase fixed income securities upon termination of the long futures positions, but under unusual market conditions, a long futures position may be terminated without a corresponding purchase of securities.
While futures contracts based on debt securities do provide for the delivery and acceptance of securities, such deliveries and acceptances are very seldom made. Generally, a futures contract is terminated by entering into an offsetting transaction. A Fund will incur brokerage fees when it purchases and sells futures contracts. At the time a purchase or sale is made, cash or securities must be provided as an initial deposit known as margin. The initial deposit required will vary, but may be as low as 2% or less of a contracts face value. Daily thereafter, the futures contract is valued through a process known as marking to market, and a Fund may receive or be required to pay additional variation margin as the futures contract becomes more or less valuable. At the time of delivery of securities pursuant to such a contract, adjustments are made to recognize differences in value arising from the delivery of securities with a different interest rate than the specific security that provides the standard for the contract. In some (but not many) cases, securities called for by a futures contract may not have been issued when the contract was entered into.
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When it is expected that interest rates may decline, futures contracts may be purchased to attempt to hedge against anticipated purchases of long-term bonds at higher prices. Since the fluctuations in the value of futures contracts should be similar to that of long-term bonds, a Fund may be protected, in whole or in part, against the increased cost of acquiring bonds resulting from a decline in interest rates. Similar results could be accomplished by selling bonds with long maturities and investing in bonds with short maturities when interest rates are expected to increase. However, since the futures market can be more liquid than the cash market, the use of futures contracts as an investment technique allows action in anticipation of such an interest rate decline without having to sell a Funds portfolio securities.
The ability to hedge effectively all or a portion of a Funds portfolio through transactions in futures contracts depends on the degree to which movements in the value of the securities or index underlying such contracts correlate with movements in the value of securities held in the Funds portfolio. If the securities (or the securities comprising the index) underlying a futures contract are different than the portfolio securities being hedged, they may not move to the same extent or in the same direction. In that event, the hedging strategy might not be successful and a Fund could sustain losses on the hedging transactions that would not be offset by gains on its portfolio. It is also possible that there may be a negative correlation between the index or security underlying a futures contract and the portfolio securities being hedged, which could result in losses on both the hedging transaction and the portfolio securities. In such instances, a Funds overall return could be less than if the hedging transactions had not been undertaken.
The trading of futures contracts on an index of equity or fixed income securities entails the additional risk of imperfect correlation between movements in the futures price and the value of the underlying index. The anticipated spread between the prices may be distorted due to differences in the nature of the markets, such as differences in margin requirements, the liquidity of such markets and the participation of speculators in the futures market. The risk of imperfect correlation, however, generally tends to diminish as the maturity date of the futures contract approaches.
The ordinary spreads between prices in the cash and futures markets, due to differences in the nature of those markets, are subject to distortions. First, all participants in the futures market are subject to initial deposit and variation margin requirements. This could require a Fund to post additional cash as the value of the position fluctuates. Further, rather than meeting additional variation margin requirements, investors may close out futures contracts through offsetting transactions that could distort the normal relationship between the cash and futures markets. Second, there is the potential that the liquidity of the futures market may be lacking. Prior to expiration, a futures contract may be terminated only by entering into a closing purchase or sale transaction, which requires a secondary market on the contract market on which the futures contract was originally entered into. While a Fund will establish a futures position only if there appears to be a liquid secondary market therefor, there can be no assurance that such a market will exist for any particular futures contract at any specific time. In that event, it may not be possible to close out a position held for a Fund, which could require the Fund to purchase or sell the instrument underlying the futures contract, make or receive a cash settlement, or meet ongoing variation margin requirements. The inability to close out futures positions also could have an adverse impact on a Funds ability to effectively hedge its portfolio.
The liquidity of a secondary market in a futures contract may be adversely affected by daily price fluctuation limits established by the exchanges, which limit the amount of fluctuation in the price of a futures contract during a single trading day and prohibit trading beyond such limits once they have been reached. The trading of futures contracts also is subject to the risk of trading halts, suspensions, exchange or clearing house equipment failures, government intervention, position limits, insolvency of the brokerage firm or clearing house or other disruptions of normal trading activity, which could at times make it difficult or impossible to liquidate existing positions or to recover excess variation margin payments.
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Investments in futures contracts also entail the risk that if the Advisers investment judgment about the general direction of interest rates is incorrect, a Funds overall performance may be poorer than if the Fund had not entered into any such contract. For example, if a Fund has been hedged against the possibility of an increase in interest rates which would adversely affect the price of bonds held in the Funds portfolio and interest rates decrease instead, the Fund will lose part or all of the benefit of the increased value of its bonds which are hedged because there will be offsetting losses in the Funds futures positions. In addition, in such situations, if a Fund has insufficient cash, bonds may have to be sold from the Funds portfolio to meet daily variation margin requirements, possibly at a time when it may be disadvantageous to do so. Such sale of bonds may be, but will not necessarily be, at increased prices that reflect the rising market.
Each contract market on which futures contracts are traded has established a number of limitations governing the maximum number of positions that may be held by a trader, whether acting alone or in concert with others.
When a futures contract is purchased, an amount of cash or cash equivalents will be deposited in a segregated account with a Funds custodian bank so that the amount so segregated, plus the initial and variation margin held in the account of its broker, will at all times equal the value of the futures contract, thereby insuring that the use of such futures is unleveraged.
Hybrid Instruments
A hybrid instrument is a type of potentially high-risk derivative that combines a traditional stock, bond, or commodity with an option or forward contract. Generally, the principal amount, amount payable upon maturity or redemption, or interest rate of a hybrid is tied (positively or negatively) to the price of some commodity, currency or securities index or another interest rate or some other economic factor (each a benchmark). The interest rate or (unlike most fixed income securities) the principal amount payable at maturity of a hybrid security may be increased or decreased, depending on changes in the value of the benchmark. An example of a hybrid could be a bond issued by an oil company that pays a small base level of interest with additional interest that accrues to the extent to which oil prices exceed a certain predetermined level. Such a hybrid instrument would be a combination of a bond and a call option on oil.
Hybrids can be used as an efficient means of pursuing a variety of investment goals, including currency hedging, duration management, and increased total return. Hybrids may not bear interest or pay dividends. The value of a hybrid or its interest rate may be a multiple of a benchmark and, as a result, may be leveraged and move (up or down) more steeply and rapidly than the benchmark. These benchmarks may be sensitive to economic and political events, such as commodity shortages and currency devaluations, which cannot be readily foreseen by the purchaser of a hybrid. Under certain conditions, the redemption value of a hybrid could be zero. Thus, an investment in a hybrid may entail significant market risks that are not associated with a similar investment in a traditional, U.S. dollar-denominated bond that has a fixed principal amount and pays a fixed rate or floating rate of interest. The purchase of hybrids also exposes the Funds to the credit risk of the issuer of the hybrids. These risks may cause significant fluctuations in the net asset value (NAV) of the Funds.
Certain hybrid instruments may provide exposure to the commodities markets. These are derivative securities with one or more commodity-linked components that have payment features similar to commodity futures contracts, commodity options, or similar instruments. Commodity-linked hybrid instruments may be either equity or debt securities, leveraged or unleveraged, and are considered hybrid instruments because they have both security and commodity-like characteristics. A portion of the value of these instruments may be derived from the value of a commodity, futures contract, index or other economic variable.
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Certain issuers of structured products such as hybrid instruments may be deemed to be investment companies as defined in the 1940 Act. As a result, the Funds investments in these products may be subject to limits applicable to investments in investment companies and may be subject to restrictions contained in the 1940 Act.
Options, Futures And Related Risks
The Funds may invest in options and futures contracts to the extent set forth in the Prospectus and this SAI. The use of options and futures is a highly specialized activity which involves investment strategies and risks different from those associated with ordinary portfolio securities transactions, and there can be no guarantee that their use will increase the return of a Fund. While the use of these instruments by a Fund may reduce certain risks associated with owning its portfolio securities, these techniques themselves entail certain other risks. If the Adviser applies a strategy at an inappropriate time or judges market conditions or trends incorrectly, options and futures strategies may lower a Funds return. Certain strategies limit the potential of a Fund to realize gains as well as limit their exposure to losses. A Fund could also experience losses if the prices of its options and futures positions were poorly correlated with its other investments. There can be no assurance that a liquid market will exist at a time when a Fund seeks to close out a futures contract or a futures option position.
Options on Securities. A call option is a contract sold for a price (the premium) giving its holder the right to buy a specific number of shares of stock at a specific price on or prior to a specified date. A covered call option is a call option issued on securities already owned by the writer of the call option for delivery to the holder upon the exercise of the option. A Fund may write options for the purpose of attempting to increase its return and for hedging purposes. In particular, if a Fund writes an option which expires unexercised or is closed out by a Fund at a profit, the Fund retains the premium paid for the option less related transaction costs, which increases its gross income and offsets in part the reduced value of the portfolio security in connection with which the option is written, or the increased cost of portfolio securities to be acquired. In contrast, however, if the price of the security underlying the option moves adversely to a Funds position, the option may be exercised and the Fund will then be required to purchase or sell the security at a disadvantageous price, which might only partially be offset by the amount of the premium.
A Fund may write options in connection with buy-and-write transactions; that is, a Fund may purchase a security and then write a call option against that security. The exercise price of the call option a Fund determines to write depends upon the expected price movement of the underlying security. The exercise price of a call option may be below (in-the-money), equal to (at-the-money) or above (out-of-the-money) the current value of the underlying security at the time the option is written.
The writing of covered put options is similar in terms of risk/return characteristics to buy-and-write transactions. Put options may be used by a Fund in the same market environments in which call options are used in equivalent buy-and-write transactions.
A Fund may also write combinations of put and call options on the same security, a practice known as a straddle. By writing a straddle, a Fund undertakes a simultaneous obligation to sell or purchase the same security in the event that one of the options is exercised. If the price of the security subsequently rises sufficiently above the exercise price to cover the amount of the premium and transaction costs, the call will likely be exercised and a Fund will be required to sell the underlying security at a below market price. This loss may be offset, however, in whole or in part, by the premiums received on the writing of the two options. Conversely, if the price of the security declines by a sufficient amount, the put will likely be exercised. The writing of straddles will likely be effective, therefore, only where the price of a security remains stable and neither the call nor the put is exercised. In an instance where one of the options is exercised, the loss on the purchase or sale of the underlying security may exceed the amount of the premiums received.
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By writing a call option on a portfolio security, a Fund limits its opportunity to profit from any increase in the market value of the underlying security above the exercise price of the option. By writing a put option, a Fund assumes the risk that it may be required to purchase the underlying security for an exercise price above its then-current market value, resulting in a loss unless the security subsequently appreciates in value. The writing of options will not be undertaken by a Fund solely for hedging purposes, and may involve certain risks that are not present in the case of hedging transactions. Moreover, even where options are written for hedging purposes, such transactions will constitute only a partial hedge against declines in the value of portfolio securities or against increases in the value of securities to be acquired, up to the amount of the premium.
A Fund may also purchase put and call options. Put options are purchased to hedge against a decline in the value of securities held in a Funds portfolio. If such a decline occurs, the put options will permit a Fund to sell the securities underlying such options at the exercise price, or to close out the options at a profit. A Fund will purchase call options to hedge against an increase in the price of securities that the Fund anticipates purchasing in the future. If such an increase occurs, the call option will permit a Fund to purchase the securities underlying such option at the exercise price or to close out the option at a profit. The premium paid for a call or put option plus any transaction costs will reduce the benefit, if any, realized by a Fund upon exercise of the option, and, unless the price of the underlying security rises or declines sufficiently, the option may expire worthless to the Fund. In addition, in the event that the price of the security in connection with which an option was purchased moves in a direction favorable to a Fund, the benefits realized by the Fund as a result of such favorable movement will be reduced by the amount of the premium paid for the option and related transaction costs.
Options on Securities Indices. A Fund may cover call options on securities indices by owning securities whose price changes, in the opinion of the Adviser, are expected to be similar to those of the underlying index, or by having an absolute and immediate right to acquire such securities without additional cash consideration (or for additional cash consideration held in a segregated account by its custodian) upon conversion or exchange of other securities in its portfolio. Where a Fund covers a call option on a securities index through ownership of securities, such securities may not match the composition of the index and, in that event, the Fund will not be fully covered and could be subject to risk of loss in the event of adverse changes in the value of the index.
A Fund will receive a premium from writing a put or call option on a securities index, which increases the Funds gross income in the event the option expires unexercised or is closed out at a profit. If the value of an index on which a Fund has written a call option falls or remains the same, the Fund will realize a profit in the form of the premium received (less transaction costs) that could offset all or a portion of any decline in the value of the securities it owns. If the value of the index rises, however, a Fund will realize a loss in its call option position, which will reduce the benefit of any unrealized appreciation in the Funds investment. By writing a put option, a Fund assumes the risk of a decline in the index. To the extent that the price changes of securities owned by a Fund correlate with changes in the value of the index, writing covered put options on indices will increase the Funds losses in the event of a market decline, although such losses will be offset in part by the premium received for writing the option.
A Fund may also purchase put options on securities indices to hedge its investments against a decline in value. By purchasing a put option on a stock index, a Fund will seek to offset a decline in the value of securities it owns through appreciation of the put option. If the value of a Funds investments does not decline as anticipated, or if the value of the option does not increase, the Funds loss will be limited to the premium paid for the option plus related transaction costs. The success of this strategy will largely depend on the accuracy of the correlation between the changes in value of the index and the changes in value of a Funds security holdings.
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The purchase of call options on securities indices may be used by a Fund to attempt to reduce the risk of missing a broad market advance, or an advance in an industry or market segment, at a time when the Fund holds uninvested cash or short-term debt securities awaiting investment. When purchasing call options for this purpose, a Fund will also bear the risk of losing all or a portion of the premium paid if the value of the index does not rise. The purchase of call options on securities indices when a Fund is substantially fully invested is a form of leverage, up to the amount of the premium and related transaction costs, and involves risks of loss and of increased volatility similar to those involved in purchasing calls on securities the Fund owns.
Risk Factors:
Imperfect Correlation of Hedging Instruments with a Funds Portfolio. The ability of a Fund to effectively hedge all or a portion of its portfolio through transactions in options, futures contracts, and forward contracts will depend on the degree to which price movements in the underlying instruments correlate with price movements in the relevant portion of that Funds portfolio. If the values of portfolio securities being hedged do not move in the same amount or direction as the instruments underlying options, futures contracts or forward contracts traded, a Funds hedging strategy may not be successful and the Fund could sustain losses on its hedging strategy that would not be offset by gains on its portfolio. It is also possible that there may be a negative correlation between the instrument underlying an option, futures contract or forward contract traded and the portfolio securities being hedged, which could result in losses both on the hedging transaction and on the portfolio securities. In such instances, a Funds overall return could be less than if the hedging transaction had not been undertaken. In the case of futures and options based on an index of securities or individual fixed income securities, the portfolio will not duplicate the components of the index, and in the case of futures contracts and options on fixed income securities, the portfolio securities that are being hedged may not be the same type of obligation underlying such contracts. As a result, the correlation probably will not be exact. Consequently, a Fund bears the risk that the price of the portfolio securities being hedged will not move in the same amount or direction as the underlying index or obligation. In addition, where a Fund enters into forward contracts as a cross hedge (i.e., the purchase or sale of a forward contract on one currency to hedge against risk of loss arising from changes in value of a second currency), the Fund incurs the risk of imperfect correlation between changes in the values of the two currencies, which could result in losses.
The correlation between prices of securities and prices of options, futures contracts or forward contracts may be distorted due to differences in the nature of the markets, such as differences in margin requirements, the liquidity of such markets and the participation of speculators in the option, futures contract and forward contract markets. Due to the possibility of distortion, a correct forecast of general interest rate trends by the Adviser may still not result in a successful transaction. The trading of options on futures contracts also entails the risk that changes in the value of the underlying futures contract will not be fully reflected in the value of the option. The risk of imperfect correlation, however, generally tends to diminish as the maturity or termination date of the futures contract or forward contract approaches.
The trading of options, futures contracts and forward contracts also entails the risk that, if the Advisers judgment as to the general direction of interest or exchange rates is incorrect, a Funds overall performance may be poorer than if it had not entered into any such contract. For example, if a Fund has hedged against the possibility of an increase in interest rates, and rates instead decline, the Fund will lose part or all of the benefit of the increased value of the securities being hedged, and may be required to meet ongoing daily variation margin payments.
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Certain Funds may each purchase and write options not only for hedging purposes, cash management, or to simulate investments in otherwise permissible securities, but also for the purpose of attempting to increase its return. As a result, those Funds will incur the risk that losses on such transactions will not be offset by corresponding increases in the value of portfolio securities or decreases in the cost of securities to be acquired.
Potential Lack of a Liquid Secondary Market. Prior to exercise or expiration, a position in an exchange-traded option, futures contract or option on a futures contract can only be terminated by entering into a closing purchase or sale transaction, which requires a secondary market for such instruments on the exchange on which the initial transaction was entered into. If no such market exists, it may not be possible to close out a position, and a Fund could be required to purchase or sell the underlying instrument or meet ongoing variation margin requirements. The inability to close out option or futures positions also could have an adverse effect on a Funds ability effectively to hedge its portfolio.
The liquidity of a secondary market in an option or futures contract may be adversely affected by daily price fluctuation limits, established by the exchanges, which limit the amount of fluctuation in the price of a contract during a single trading day and prohibit trading beyond such limits once they have been reached. Such limits could prevent a Fund from liquidating open positions, which could render its hedging strategy unsuccessful and result in trading losses. The exchanges on which options and futures contracts are traded have also established a number of limitations governing the maximum number of positions which may be traded by a trader, whether acting alone or in concert with others. Further, the purchase and sale of exchange-traded options and futures contracts is subject to the risk of trading halts, suspensions, exchange or clearing corporation equipment failures, government intervention, insolvency of a brokerage firm, intervening broker or clearing corporation or other disruptions of normal trading activity, which could make it difficult or impossible to liquidate existing positions or to recover excess variation margin payments.
Options on Futures Contracts. In order to profit from the purchase of an option on a futures contract, it may be necessary to exercise the option and liquidate the underlying futures contract, subject to all of the risks of futures trading. The writer of an option on a futures contract is subject to the risks of futures trading, including the requirement of initial and variation margin deposits.
Risk of Potential Government Regulation of Derivatives. It is possible that additional government regulation of various types of derivative instruments, including futures and swap agreements, may limit or prevent a Fund from using such instruments as a part of its investment strategy, and could ultimately prevent a Fund from being able to achieve its investment objective. It is impossible to fully predict the effects of past, present or future legislation and regulation in this area, but the effects could be substantial and adverse. It is possible that legislative and regulatory activity could limit or restrict the ability of a Fund to use certain instruments as a part of its investment strategy. Limits or restrictions applicable to the counterparties with which the Funds engage in derivatives transactions could also prevent the Funds from using certain instruments.
There is a possibility of future regulatory changes altering, perhaps to a material extent, the nature of an investment in the Funds or the ability of the Funds to continue to implement their investment strategies. The futures markets are subject to comprehensive statutes, regulations, and margin requirements. In addition, the SEC, CFTC and the exchanges are authorized to take extraordinary actions in the event of a market emergency, including, for example, the implementation or reduction of speculative position limits, the implementation of higher margin requirements, the establishment of daily price limits and the suspension of trading. The regulation of swaps and futures transactions in the U.S. is a rapidly changing area of law and is subject to modification by government and judicial action.
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In particular, the Dodd-Frank Wall Street Reform and Consumer Protection Act (the Dodd-Frank Act) has changed the way in which the U.S. financial system is supervised and regulated. Title VII of the Dodd-Frank Act sets forth a new legislative framework for over-the-counter derivatives, including financial instruments, such as swaps, in which the Funds may invest. Title VII of the Dodd-Frank Act makes broad changes to the over-the-counter derivatives market, grants significant new authority to the SEC and the CFTC to regulate over-the-counter derivatives and market participants, and will require clearing and exchange trading of many over-the-counter derivatives transactions.
Provisions in the Dodd-Frank Act include new capital and margin requirements and the mandatory use of clearinghouse mechanisms for many over-the-counter derivatives transactions. The CFTC, SEC and other federal regulators are issuing the rules and regulations that enact the provisions of the Dodd-Frank Act. Because there is a prescribed phase-in period during which most of the mandated rulemaking and regulations will be implemented, it is not possible at this time to gauge the exact nature and scope of the impact of the Dodd-Frank Act on any of the Funds. However, it is expected that swap dealers, major market participants and swap counterparties will experience new and/or additional regulations, requirements, compliance burdens and associated costs. The new law and the rules promulgated and to be promulgated may negatively impact a Funds ability to meet its investment objective either through limits or requirements imposed on it or upon its counterparties. In particular, new position limits imposed on a Fund or its counterparties may impact that Funds ability to invest in futures, options and swaps in a manner that efficiently meets its investment objective. New requirements even if not directly applicable to the Funds, including capital requirements, changes to the CFTC speculative position limits regime and mandatory clearing, may increase the cost of a Funds investments and cost of doing business, which could adversely affect investors.
Additional Risks of Transactions Related to Foreign Currencies and Transactions Not Conducted on the United States Exchanges. The available information on which a Fund will make trading decisions concerning transactions related to foreign currencies or foreign securities may not be as complete as the comparable data on which a Fund makes investment and trading decisions in connection with other transactions. Moreover, because the foreign currency market is a global, 24-hour market, and the markets for foreign securities as well as markets in foreign countries may be operating during non-business hours in the United States, events could occur in such markets which would not be reflected until the following day, thereby rendering it more difficult for a Fund to respond in a timely manner.
In addition, over-the-counter derivatives transactions can only be entered into with a financial institution willing to take the opposite side, as principal, of a Funds position, unless the institution acts as broker and is able to find another counterparty willing to enter into the transaction with the Fund. This could make it difficult or impossible to enter into a desired transaction or liquidate open positions, and could therefore result in trading losses. Further, over-the-counter derivatives transactions are not subject to the performance guarantee of an exchange clearing house and a Fund will therefore be subject to the risk of default by, or the bankruptcy of, a financial institution or other counterparty.
Transactions on exchanges located in foreign countries may not be conducted in the same manner as those entered into on U.S. exchanges, and may be subject to different margin, exercise, settlement or expiration procedures. As a result, many of the risks of over-the-counter trading may be present in connection with such transactions. Moreover, the SEC or the CFTC has jurisdiction over the trading in the United States of many types of over-the-counter and foreign instruments, and such agencies could adopt regulations or interpretations that would make it difficult or impossible for a Fund to enter into the trading strategies identified herein or to liquidate existing positions.
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As a result of its investments in foreign securities, a Fund may receive interest or dividend payments, or the proceeds of the sale or redemption of such securities, in foreign currencies. A Fund may also be required to receive delivery of the foreign currencies underlying options on foreign currencies or forward contracts it has entered into. This could occur, for example, if an option written by a Fund is exercised or the Fund is unable to close out a forward contract it has entered into. In addition, a Fund may elect to take delivery of such currencies. Under such circumstances, a Fund may promptly convert the foreign currencies into dollars at the then current exchange rate. Alternatively, a Fund may hold such currencies for an indefinite period of time if the Adviser believes that the exchange rate at the time of delivery is unfavorable or if, for any other reason, the Adviser anticipates favorable movements in such rates.
While the holding of currencies will permit a Fund to take advantage of favorable movements in the applicable exchange rate, it also exposes a Fund to risk of loss if such rates move in a direction adverse to a Funds position. Such losses could also adversely affect a Funds hedging strategies. Certain tax requirements may limit the extent to which a Fund will be able to hold currencies.
Swaps, Caps, Floors And Collars
The Funds may enter into swap contracts and other similar instruments in accordance with their investment objectives and policies. A swap is an agreement to exchange the return generated by one instrument for the return generated by another instrument. The payment streams are calculated by reference to a specified index and agreed upon notional amount. The term specified index includes currencies, fixed interest rates, prices and total return on interest rate indices, fixed income indices, stock indices and commodity indices (as well as amounts derived from arithmetic operations on these indices). For example, a Fund may agree to swap the return generated by a fixed income index for the return generated by a second fixed income index. The currency swaps in which a Fund may enter will generally involve an agreement to pay interest streams calculated by reference to interest income linked to a specified index in one currency in exchange for a specified index in another currency. Such swaps may involve initial and final exchanges that correspond to the agreed upon notional amount.
The swaps in which a Fund may engage also include rate caps, floors and collars under which one party pays a single or periodic fixed amount(s) (or premium) and the other party pays periodic amounts based on the movement of a specified index.
The Funds will usually enter into swaps on a net basis, i.e., the two return streams are netted out in a cash settlement on the payment date or dates specified in the instrument, with a Fund receiving or paying, as the case may be, only the net amount of the two returns. A Funds obligations under a swap agreement will be accrued daily (offset against any amounts owing to the Fund) and any accrued but unpaid net amounts owed to a swap counterparty will be covered by the maintenance of a segregated account consisting of cash, U.S. Government securities, or other liquid securities.
Interest rate swaps do not involve the delivery of securities, other underlying assets or principal. Accordingly, the risk of loss with respect to interest rate swaps is limited to the net amount of interest payments that a Fund is contractually obligated to make. If the other party to an interest rate swap defaults, a Funds risk of loss consists of the net amount of interest payments that the Fund is contractually entitled to receive. In contrast, currency swaps usually involve the delivery of the entire principal value of one designated currency in exchange for the other designated currency. Therefore, the entire principal value of a currency swap is subject to the risk that the other party to the swap will default on its contractual delivery obligations. If there is a default by the counterparty, a Fund may have contractual remedies pursuant to the agreements related to the transaction. The swap market has grown substantially in recent years with a large number of banks and investment banking firms acting both as principals and as agents utilizing standardized swap documentation. As a result, the swap market has become relatively liquid. Caps, floors and collars are more recent innovations for which standardized documentation has not yet been fully developed and, accordingly, they are less liquid than swaps.
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Total return swaps are agreements where one counterparty transfers the entire economic exposure of an underlying asset or obligation (including income from interest and fees, gains and losses from price and market movement, and credit losses) to another counterparty. Total return swaps are generally used by the Funds to obtain full exposure (both credit and market exposure) of an underlying asset without actually owning the asset. The use of a total return swap enables a Fund to receive the full financial gain from the increase or decrease of the underlying asset or obligation as if it owned the underlying asset, without needing to purchase the underlying asset in full. The underlying assets of a total return swap can include most financial instruments, although a Fund will generally only trade in total return swaps that consist of underlying assets that independently comply with the Funds investment strategy.
As a result of the Dodd-Frank Act and related regulatory developments, certain standardized swaps are now subject to mandatory central clearing and trade execution requirements. Unlike uncleared swaps (negotiated bilaterally and traded over-the-counter), cleared swaps must be transacted through a futures commission merchant and cleared through a clearinghouse that serves as the central counterparty to the transaction. Mandatory clearing and exchange-trading will occur on a phased-in basis based on a number of factors. Currently, the CFTC has designated the most common types of credit default index swaps and interest rate swaps as subject to mandatory central clearing, and certain public trading facilities have made those types of swaps available for trading. It is expected that additional types of swaps will become subject to central clearing and exchange-trading requirements in the future. While central clearing and exchange-trading is intended to reduce counterparty and credit risk, they do not eliminate these types of risks from a transaction. Cleared and exchange-traded swaps may still cause a Fund to lose money.
The use of swaps is a highly specialized activity that involves investment techniques and risks different from those associated with ordinary portfolio securities transactions. If the Adviser was incorrect in its forecasts of market values, interest rates and currency exchange rates, the investment performance of a Fund would be less favorable than it would have been if this investment technique were not used.
EMERGING MARKETS
The Funds may invest in emerging markets to the extent set forth in the Prospectus or in other sections of this SAI, and these investments present greater risk than investing in foreign issuers in general.
A number of emerging markets restrict foreign investment in stocks. Repatriation of investment income, capital, and the proceeds of sales by foreign investors may require governmental registration and/or approval in some emerging market countries. A number of the currencies of developing countries have experienced significant declines against the U.S. dollar in the past, and devaluation may occur subsequent to investments in these currencies by a Fund. Inflation and rapid fluctuations in inflation rates have had and may continue to have negative effects on the economies and securities markets of certain emerging market countries. Many of the emerging securities markets are relatively small, have low trading volumes, suffer periods of relative illiquidity, and are characterized by significant price volatility. There is the risk that a future economic or political crisis could lead to price controls, forced mergers of companies, expropriation or confiscatory taxation, seizure, nationalization, or creation of government monopolies, any of which could have a detrimental effect on a Funds investments. Investing in many former communist or socialist countries involves the additional risk that the government or other executive or legislative bodies may decide not to continue to support the economic reform programs and could follow radically different political and/or economic policies to the detriment of investors, including non-market oriented policies such as the support of certain industries at the expense of other sectors or a return to a completely centrally planned economy. It is possible, particularly in markets in emerging market countries, that purported securities in which the Funds invest may subsequently be found to be fraudulent and as a consequence the Funds could suffer losses.
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Additional risk factors include, but are not limited to, the following: varying custody, brokerage and settlement practices; difficulty in valuation and pricing; less public information about issuers of non-U.S. securities; less governmental regulation and supervision over the issuance and trading of securities; the unavailability of financial information regarding the non-U.S. issuer or the difficulty of interpreting financial information prepared under non-U.S. accounting standards; the imposition of withholding and other taxes; adverse political, social or diplomatic developments limitations on the movement of funds or other assets of an investor between different countries; difficulties in invoking the legal process outside the United States and enforcing contractual obligations; and the difficulty of assessing economic trends in non-U.S. countries. Investment in non-U.S. countries also involves higher brokerage and custodian expenses than does investment in U.S. securities traded on a U.S. securities exchange or market. The occurrence of adverse events affecting one particular emerging market country or region could have more widespread effect and adversely impact the global trading market for emerging market instruments. Many of the laws that govern private and foreign investment, securities transactions and other contractual relationships in certain emerging market countries, are relatively new and largely untested. As a result, an investor may be subject to a number of unusual risks, including inadequate investor protection, contradictory legislation, incomplete, unclear and changing local and state laws, disregard of regulations on the part of other market participants, lack of established or effective avenues for legal redress, absence of standard practices and confidentiality customs characteristic of more developed markets and lack of consistent enforcement of existing regulations. Furthermore, it may be difficult to obtain and/or enforce a judgment in certain countries in which assets of an investor are invested. There can be no assurance that this difficulty in protecting and enforcing rights will not have a material adverse effect on an investor (such as a Fund) and its investments.
The term emerging markets includes any country: (i) having an emerging stock market as defined by the International Finance Corporation; (ii) with low- to middle-income economies according to the International Bank for Reconstruction and Development (the World Bank); (iii) listed in World Bank publications as developing; or (iv) determined by the Adviser to be an emerging market as described above. Currently, these countries generally include every country in the world except Australia, Austria, Belgium, Canada, Denmark, Finland, France, Germany, Hong Kong, Ireland, Israel, Italy, Japan, the Netherlands, New Zealand, Norway, Singapore, Spain, Sweden, Switzerland, the United Kingdom and the United States.
Company Debt. Governments of many emerging market countries have exercised and continue to exercise substantial influence over many aspects of the private sector through the partial or complete ownership or control of many companies, including some of the largest in any given country. As a result, government actions in the future could have a significant effect on economic conditions in emerging markets, which in turn, may adversely affect companies in the private sector, general market conditions and prices and yields of certain of the securities held by a Fund. Expropriation, confiscatory taxation, nationalization, political, economic or social instability or other similar developments have occurred frequently over the history of certain emerging markets and could adversely affect the Funds assets should these conditions recur.
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Sovereign Debt. Investment in sovereign debt can involve a high degree of risk. The issuers of the sovereign debt securities in which the Funds may invest have in the past experienced substantial difficulties in servicing their external debt obligations, which have led to defaults on certain obligations and the restructuring of certain indebtedness. The governmental entity that controls the repayment of sovereign debt may not be able or willing to repay the principal and/or interest when due in accordance with the terms of such debt. A governmental entitys willingness or ability to repay principal and interest due in a timely manner may be affected by, among other factors, its cash flow situation, the extent of its foreign reserves, the availability of sufficient foreign exchange on the date a payment is due, the relative size of the debt service burden to the economy as a whole, the governmental entitys policy towards the International Monetary Fund and the political constraints to which a governmental entity may be subject. Governmental entities may also be dependent on expected disbursements from foreign governments, multilateral agencies and others abroad to reduce principal and interest averages on their debt. The commitment on the part of these governments, agencies and others to make such disbursements may be conditioned on a governmental entitys implementation of economic reforms and/or economic performance and the timely service of such debtors obligations. Failure to implement such reforms, achieve such levels of economic performance or repay principal or interest when due may result in the cancellation of such third parties commitments to lend funds to the governmental entity, which may further impair such debtors ability or willingness to service its debts in a timely manner. Consequently, governmental entities may default on their sovereign debt. Holders of sovereign debt (including a Fund) may be requested to participate in the rescheduling of such debt and to extend further loans to governmental entities. There is no bankruptcy proceeding by which sovereign debt on which governmental entities have defaulted may be collected in whole or in part.
Emerging market governmental issuers are among the largest debtors to commercial banks, foreign governments, international financial organizations and other financial institutions. Certain emerging market governmental issuers have not been able to make payments of interest on or principal of debt obligations as those payments have come due. Obligations arising from past restructuring agreements may affect the economic performance and political and social stability of those issuers.
The ability of emerging market governmental issuers to make timely payments on their obligations is likely to be influenced strongly by the issuers balance of payments, including export performance, and its access to international credits and investments. An emerging market whose exports are concentrated in a few commodities could be vulnerable to a decline in the international prices of one or more of those commodities. Increased protectionism on the part of an emerging markets trading partners could also adversely affect the countrys exports and tarnish its trade account surplus, if any. To the extent that emerging markets receive payment for their exports in currencies other than U.S. dollars or non-emerging market currencies, their ability to make debt payments denominated in U.S. dollars or non-emerging market currencies could be affected.
To the extent that an emerging market country cannot generate a trade surplus, it must depend on continuing loans from foreign governments, multilateral organizations or private commercial banks, aid payments from foreign governments and on inflows of foreign investment. The access of emerging markets to these forms of external funding may not be certain, and a withdrawal of external funding could adversely affect the capacity of emerging market country governmental issuers to make payments on their obligations. In addition, the cost of servicing emerging market debt obligations can be affected by a change in international interest rates since the majority of these obligations carry interest rates that are adjusted periodically based upon international rates.
Another factor bearing on the ability of emerging market countries to repay debt obligations is the level of international reserves of the country. Fluctuations in the level of these reserves affect the amount of foreign exchange readily available for external debt payments and thus could have a bearing on the capacity of emerging market countries to make payments on these debt obligations.
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Liquidity, Trading Volume, and Regulatory Oversight. The securities markets of emerging market countries are substantially smaller, less developed, less liquid and more volatile than the major securities markets in the United States. The lack of liquidity could have an adverse effect on the value of a Funds holdings, and on a Funds ability to dispose of such holdings in response to a specific adverse economic event, such as the deterioration in credit worthiness of a particular debtor. Some of the stocks of countries that may be selected by the Adviser for purchase or sale by a Fund may have insufficient market liquidity to allow the relevant Fund to purchase such stocks in such amounts or at such prices as the Adviser may deem reasonable for investment under such strategy and/or there may not be a readily available means by which the Fund can gain exposure to such countrys securities markets. Foreign investors in emerging markets may be limited in their ability to invest in certain industries. In addition, there is often a limit on total foreign holdings. To the extent that the ceiling has been reached in that industry, further investment by foreign investors may not be permitted. Accordingly, the ability of a Fund to invest in certain companies may be restricted, and there can be no assurance that additional restrictions on investments permissible for foreign investors will not be imposed in the future.
The limited size of many emerging market securities markets and limited trading volume in the securities of emerging market issuers compared to the volume of trading in the securities of U.S. issuers could cause prices to be erratic for reasons apart from factors that affect the soundness and competitiveness of the securities issuers. For example, limited market size may cause prices to be unduly influenced by traders who control large positions. Adverse publicity and investors perceptions, whether or not based on in-depth fundamental analysis, may decrease the value and liquidity of portfolio securities.
Disclosure and regulatory standards in emerging markets are in many respects less stringent than U.S. standards. Issuers in lesser developed and emerging markets are subject to accounting, auditing and financial standards and requirements that differ, in some cases significantly, from those applicable to U.S. issuers. In particular, the assets and profits appearing on the financial statements of such an issuer may not reflect its financial position or results of operations in the way they would be reflected had such financial statements been prepared in accordance with U.S. generally accepted accounting principles. There is substantially less publicly available information about such issuers than there is about U.S. issuers. In addition, such issuers are not subject to regulations similar to the U.S. Sarbanes-Oxley Act of 2002, which imposes many restrictions and mandates on the activities of companies. There is less regulation and monitoring by regulators of lesser developed and emerging market securities markets and the activities of investors, brokers and other participants than in the United States. Moreover, issuers of securities in lesser developed and emerging markets are not subject to the same degree of regulation as are U.S. issuers with respect to such matters as insider trading rules, tender offer regulation, shareholder proxy requirements and the timely disclosure of information. There is also less publicly available information about lesser developed and emerging market companies than U.S. companies.
Default, Legal Recourse. The Funds may have limited legal recourse in the event of a default with respect to certain debt obligations it may hold. If the issuer of a fixed income security owned by a Fund defaults, the Fund may incur additional expenses to seek recovery. Debt obligations issued by emerging market governments differ from debt obligations of private entities; remedies from defaults on debt obligations issued by emerging market governments, unlike those on private debt, must be pursued in the courts of the defaulting party itself. A Funds ability to enforce its rights against private issuers may be limited. The ability to attach assets to enforce a judgment may be limited. Legal recourse is therefore somewhat diminished. Bankruptcy, moratorium and other similar laws applicable to private issuers of debt obligations may be substantially different from those of other countries. Moreover, if a Fund obtains a judgment in a U.S. court, it may be difficult to enforce such judgment in the emerging market because the emerging market may not be a party to any international treaty with respect to the recognition or enforcement of foreign judgments. Provisions of emerging markets laws regulate the enforcement of foreign judgments and such laws may contain broad exceptions and involve long delays in obtaining a judgment. For example, an emerging markets court may not enforce any foreign judgment if it viewed the amount of damages awarded as excessive or inconsistent with practice in that country. A party seeking to enforce a foreign judgment in an emerging market may also be required to obtain approval from the central bank of that emerging market to execute such judgment or to repatriate any amount recovered outside of the emerging market. The political context, expressed as an emerging market governmental issuers willingness to meet the terms of the debt obligation, for example, is of considerable importance. In addition, no assurance can be given that the holders of commercial bank debt may not contest payments to the holders of debt obligations in the event of default under commercial bank loan agreements.
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Certain Risks of Holding Assets Outside the United States. A Fund generally holds its non-U.S. securities and cash in foreign banks and securities depositories. Some foreign banks and securities depositories may be recently organized or new to the foreign custody business, and therefore expose a Fund to additional risk. In addition, there may be limited or no regulatory oversight of their operations. Also, the laws of certain countries limit a Funds ability to recover its assets if a foreign bank, depository or issuer of a security, or any of their agents, goes bankrupt. In addition, it is often more expensive for a Fund to buy, sell and hold securities in certain foreign markets than in the United States. The increased expense of investing in foreign markets reduces the amount a Fund can earn on its investments and typically results in higher operating expenses for the Fund as compared to funds that invest only in the United States.
Settlement Risk. Settlement and clearance procedures in certain foreign markets differ significantly from those in the United States. Foreign settlement and clearance procedures and trade regulations also may involve certain risks (such as delays in payment for or delivery of securities) not typically associated with the settlement of U.S. investments. At times, settlements in certain foreign countries have not kept pace with the number of securities transactions. These problems may make it difficult for a Fund to carry out transactions. If a Fund cannot settle or is delayed in settling a purchase of securities, it may miss attractive investment opportunities and certain of its assets may be uninvested with no return earned thereon for some period. If a Fund cannot settle or is delayed in settling a sale of securities, it may lose money if the value of the security then declines or, if it has contracted to sell the security to another party, the Fund could be liable for any losses incurred.
Inflation. Many emerging markets have experienced substantial, and in some periods extremely high, rates of inflation for many years. Inflation and rapid fluctuations in inflation rates have had and may continue to have adverse effects on the economies and securities markets of certain emerging market countries. In an attempt to control inflation, wage and price controls have been imposed in certain countries. Of these countries, some, in recent years, have begun to control inflation through prudent economic policies.
Withholding. Income from securities held by a Fund could be reduced by a withholding tax on the source or other taxes imposed by the emerging market countries in which the Fund makes its investments. A Funds NAV may also be affected by changes in the rates or methods of taxation applicable to the Fund or to entities in which the Fund has invested.
Foreign Currencies. A Fund's investments in emerging markets securities involve risks relating to currency exchange matters, including fluctuations in the rate of exchange between the U.S. dollar and the foreign currencies in which the Fund's portfolio securities are denominated, and costs associated with conversion of investment principal and income from one currency into another. Some emerging market countries also may have managed currencies, which are not free floating against the U.S. dollar. In addition, there is risk that certain emerging market countries may restrict the free conversion of their currencies into other currencies. Further, certain emerging market currencies may not be internationally traded. Certain of these currencies have experienced a steep devaluation relative to the U.S. dollar. Any devaluations in the currencies in which a Funds portfolio securities are denominated may have a detrimental impact on the Funds NAV.
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EQUITY SECURITIES
Certain Funds may invest in equity securities including common stock, preferred stock, warrants or rights to subscribe to common stock and, in general, any security that is convertible into or exchangeable for common stock. Investments in equity securities in general are subject to market risks that may cause their prices to fluctuate over time. Rights represent a privilege granted to existing shareholders of a corporation to subscribe to shares of a new issue of common stock before it is offered to the public. The value of convertible equity securities is also affected by prevailing interest rates, the credit quality of the issuer and any call provisions. Fluctuations in the value of equity securities in which a Fund invests will cause the NAV of that Fund to fluctuate.
Common stock generally takes the form of shares in a corporation. The value of a companys stock may fall as a result of factors directly relating to that company, such as decisions made by its management or lower demand for the companys products or services. A stocks value also may fall because of factors affecting not just the company, but also companies in the same industry or in a number of different industries, such as increases in production costs. The value of a companys stock also may be affected by changes in financial markets that are relatively unrelated to the company or its industry, such as changes in interest rates or currency exchange rates. In addition, a companys stock generally pays dividends only after the company invests in its own business and makes required payments to holders of its bonds, other debt and preferred stock. For this reason, the value of a companys stock will usually react more strongly than its bonds, other debt and preferred stock to actual or perceived changes in the companys financial condition or prospects.
Investments in small companies involve greater risk than is customarily associated with larger, more established companies due to the greater business risks of small size, limited markets and financial resources, narrow product lines and the frequent lack of depth or experience of management. These companies may be in the developmental stage or may be older companies undergoing significant changes. As a result, the prices of small-cap companies may rise and fall more sharply. The securities of small companies are often traded over-the-counter, and may not be traded in volumes typical of securities traded on a national securities exchange. Consequently, the securities of small companies may have limited market stability and may be subject to more abrupt or erratic market movements than securities of larger, more established companies or the market averages in general.
Securities of companies considered to be growth investments may have rapid price swings in the event of earnings disappointments or during periods of market, political, regulatory and economic uncertainty. Securities of companies considered to be value investments can continue to be undervalued for long periods of time and not realize their expected value.
EURODOLLAR AND YANKEE BANK OBLIGATIONS
Certain Funds may invest in Eurodollar bank obligations and Yankee bank obligations. Eurodollar bank obligations are dollar-denominated certificates of deposit and time deposits issued outside the U.S. capital markets by foreign branches of U.S. banks and by foreign banks. Yankee bank obligations are dollar-denominated obligations issued in the U.S. capital markets by foreign banks. Eurodollar and Yankee obligations are subject to the same risks that pertain to domestic issues, notably credit risk, market risk and liquidity risk. Additionally, Eurodollar (and to a limited extent Yankee bank) obligations are subject to certain sovereign risks. One such risk is the possibility that a sovereign country might prevent capital, in the form of dollars, from freely flowing across its borders. Other risks include: adverse political and economic developments, the extent and quality of government regulation of financial markets and institutions, the imposition of foreign withholding taxes, and the expropriation or nationalization of foreign issuers.
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EXCHANGE TRADED FUNDS
Exchange traded funds (ETFs) are investment companies that are bought and sold on a securities exchange. An ETF generally represents a portfolio of securities designed to track a particular market segment or index. A Fund could purchase an ETF to temporarily gain exposure to a portion of the U.S. or a foreign market while awaiting an opportunity to purchase securities directly. An investment in an ETF, like one in any investment company, carries the same risks as those of its underlying securities. An ETF may fail to accurately track the returns of the market segment or index that it is designed to track, and the price of an ETFs shares may fluctuate or lose money. In addition, because they, unlike other investment companies, are traded on an exchange, ETFs are subject to the following risks: (i) the market price of the ETFs shares may trade at a premium or discount to the ETFs NAV; (ii) an active trading market for an ETF may not develop or be maintained; and (iii) there is no assurance that the requirements of the exchange necessary to maintain the listing of the ETF will continue to be met or remain unchanged. In the event substantial market or other disruptions affecting ETFs should occur in the future, the liquidity and value of a Funds shares could also be substantially and adversely affected. See also Investment Company Securities below.
EXCHANGE TRADED NOTES
Certain Funds may invest in exchange traded notes (ETNs), which are a type of unsecured, unsubordinated debt security that have characteristics and risks similar to those of fixed income securities and trade on a major exchange similar to shares of ETFs. However, this type of debt security differs from other types of bonds and notes because ETN returns are based upon the performance of a market index minus applicable fees, no period coupon payments are distributed, and no principal protections exists. The purpose of ETNs is to create a type of security that combines aspects of both bonds and ETFs. The value of an ETN may be influenced by time to maturity, level of supply and demand for the ETN, volatility and lack of liquidity in underlying commodities or securities markets, changes in the applicable interest rates, changes in the issuers credit rating and economic, legal, political or geographic events that affect the referenced commodity or security. An investors decision to sell its ETN holdings may also be limited by the availability of a secondary market. If an investor must sell some or all of its ETN holdings and the secondary market is weak, it may have to sell such holdings at a discount. If an investor holds its investment in an ETN until maturity, the issuer will give the investor a cash amount that would be equal to principal amount (subject to the days index factor). ETNs are also subject to counterparty credit risk and fixed income risk.
FINANCIAL SERVICES
The Frontier Markets Fund will, under normal market conditions, invest more than 25% of its total assets in the financial services group of industries. The financial services group of industries is deemed to include industries within the financial services sector, including banks, broker-dealers, insurance companies, finance companies (e.g., automobile finance), and related asset-backed securities. Asset-backed securities will be grouped in industries based upon their underlying assets and not treated as constituting a single, separate industry. Accordingly, the Fund will have correspondingly greater exposure to the risk factors that are characteristic of such investments. In particular, investments in the financial services group of industries may be particularly affected by economic cycles, interest rate changes, and business developments and regulatory changes applicable to the financial services group of industries. For example, declining economic and business conditions can disproportionately impact companies in the financial services group of industries due to increased defaults on payments by borrowers. Interest rate increases can also adversely affect the financial services group of industries by increasing the cost of capital available for financial services companies. In addition, financial services companies are heavily regulated and, as a result, political and regulatory changes can affect the operations and financial results of such companies, potentially imposing additional costs and possibly restricting the businesses in which those companies may engage.
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FIXED INCOME INSTRUMENTS
The Funds may invest in fixed income securities. To the extent a Fund invests in fixed income instruments, the value of the Funds investment may change as prevailing interest rates fluctuate. When interest rates decline, the value of fixed income securities can be expected to rise. Conversely, when interest rates rise, the value of fixed income securities can be expected to decline. A Funds investments in fixed income securities with longer terms to maturity or greater duration are subject to greater volatility than shorter-term obligations. Fluctuations in interest rates may affect the yield, liquidity and value of investments in income-producing or fixed income securities. A wide variety of factors can cause interest rates to rise (e.g., central bank monetary policies, inflation rates, general economic conditions, etc.). The risks associated with rising interest rates are heightened given that interest rates are near historic lows, but may increase in the future with unpredictable effects on the markets and a Funds investments.
Recent outflows in the fixed income market could impose difficulties on dealers because the increase over the past decade of assets in bond mutual funds and ETFs have not been matched with a proportionate increase in dealer capacity. As such, dealer inventories appear to be at an all-time low, relative to the market size. This reduction in market-making capacity by dealers has the potential to decrease liquidity and increase volatility in fixed income markets.
Following the financial crisis in 2007, the Board of Governors of the Federal Reserve System (the Federal Reserve) has attempted to stabilize the U.S. economy and support the U.S. economic recovery by keeping the federal funds rate at or near zero percent. The Federal Reserve has further regulated interest rates and the monetary bases by purchasing large quantities of securities issued or guaranteed by the U.S. government, its agencies or instrumentalities on the open market (Quantitative Easing). While the Federal Reserve finalized its Quantitative Easing Program towards the end of October 2014, the central bank has continued to keep interest rates low. However, the Federal Reserve has recently raised the federal funds rate. As the Federal Reserve continues to raise the federal funds rate, there will be a risk that interest rates across the U.S. financial system will rise. These policy changes may expose debt instrument and related markets to heightened volatility and may reduce liquidity for certain Fund investments, which could cause the value of a Funds investments and share price to decline. To the extent a Fund experiences high redemptions because of these policy changes, a Fund may experience increased portfolio turnover, which will increase the costs that a Fund incurs and may lower a Funds performance. The liquidity levels of a Funds portfolio may also be affected.
After purchase by a Fund, a security may cease to be rated or its rating may be reduced below the minimum required for purchase by the Fund. A security that has had its rating downgraded or revoked may be subject to greater risk to principal and income, and often involve greater volatility of price, than securities in the higher rating categories. Such securities are also subject to greater credit risks (including, without limitation, the possibility of default by or bankruptcy of the issuers of such securities) than securities in higher rating categories.
FLOATING AND VARIABLE RATE OBLIGATIONS
Certain fixed income securities that the Funds may purchase may have a floating or variable rate of interest.
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The interest payable on instruments with floating or variable rates of interest changes in accordance with specified market rates or indices, such as the prime rates, and at specified intervals. Certain floating or variable rate obligations that may be purchased by a Fund may carry a demand feature that would permit the holder to tender them back to the issuer of the underlying instrument, or to a third party, at par value prior to maturity. The demand features of certain floating or variable rate obligations may permit the holder to tender the obligations to foreign banks, in which case the ability to receive payment under the demand feature will be subject to certain risks, as described under Foreign Securities, below.
Variable or floating rate demand notes may be issued by corporations, bank holding companies and financial institutions and similar taxable and tax-exempt instruments issued by government agencies and instrumentalities. These securities will typically have a maturity over one year but carry with them the right of the holder to put the securities to a remarketing agent or other entity at designated time intervals and on specified notice. The obligation of the issuer of the put to repurchase the securities may be backed by a letter of credit or other obligation issued by a financial institution. The purchase price is ordinarily par plus accrued and unpaid interest. Generally, the remarketing agent will adjust the interest rate every seven days (or-at other specified intervals) in order to maintain the interest rate at the prevailing rate for securities with a seven-day or other designated maturity.
The Funds may also buy variable rate master demand notes. The terms of the obligations permit a Fund to invest fluctuating amounts at varying rates of interest pursuant to direct arrangements between the Fund, as lender, and the borrower. These instruments permit weekly and, in some instances, daily changes in the amounts borrowed. A Fund has the right to increase the amount under the note at any time up to the full amount provided by the note agreement, or to decrease the amount and the borrower may repay up to the full amount of the note without penalty. The notes may or may not be backed by bank letters of credit. Because the notes are direct lending arrangements between a Fund and the borrower, it is not generally contemplated that they will be traded, and there is no secondary market for them, although they are redeemable (and, thus, immediately repayable by the borrower) at principal amount, plus accrued interest, at any time. In connection with any such purchase and on an ongoing basis, the Adviser will consider the earning power, cash flow and other liquidity ratios of the issuer, and its ability to pay principal and interest on demand, including a situation in which all holders of such notes make demand simultaneously. While master demand notes, as such, are not typically rated by credit rating agencies, a Fund may, under its minimum rating standards, invest in them only if, at the time of an investment, the issuer meets the criteria for the relevant Funds investment in money market instruments.
Investments in floating or variable rate securities may involve industrial development or revenue bonds which provide that the rate of interest is set as a specific percentage of a designated base rate, such as rates on U.S. Treasury bonds or bills or the prime rate at a major commercial bank, and that a bondholder can demand payment of the obligations on short notice at par plus accrued interest. While there is usually no established secondary market for issues of this type of security, the dealer that sells an issue of such securities frequently also offers to repurchase such securities at any time, at a repurchase price which varies and may be more or less than the amount the bondholder paid for them.
Because of the variable rate nature of the instruments, during periods when prevailing interest rates decline, a Funds yield will decline and its shareholders will forgo the opportunity for capital appreciation. On the other hand, during periods when prevailing interest rates increase, a Funds yield will increase and its shareholders will have reduced risk of capital depreciation. In certain cases, the interest rate index on which an instruments yield is based may not rise and fall to the same extent or as quickly as the general market for municipal obligations. These instruments are considered derivatives and the value of such instruments may be more volatile than other floating rate municipal obligations.
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The maturity of floating or variable rate obligations (including participation interests therein) is deemed to be the longer of (i) the notice period required before a Fund is entitled to receive payment of the obligation upon demand, or (ii) the period remaining until the obligations next interest rate adjustment. If not redeemed for a Fund through the demand feature, an obligation matures on a specified date that may range up to 30 years from the date of issuance.
FOREIGN CURRENCY EXCHANGE-RELATED SECURITIES
The Funds may invest in foreign currency exchange-related securities.
Foreign Currency Warrants. Foreign currency warrants, such as Currency Exchange Warrants (SM) (CEWs(SM)), are warrants which entitle the holder to receive from their issuer an amount of cash (generally, for warrants issued in the United States, in U.S. dollars) which is calculated pursuant to a predetermined formula and based on the exchange rate between a specified foreign currency and the U.S. dollar as of the exercise date of the warrant. Foreign currency warrants generally are exercisable upon their issuance and expire as of a specified date and time. Foreign currency warrants have been issued in connection with U.S. dollar-denominated debt offerings by major corporate issuers in an attempt to reduce the foreign currency exchange risk that, from the point of view of prospective purchasers of the securities, is inherent in the international fixed income marketplace. Foreign currency warrants may attempt to reduce the foreign exchange risk assumed by purchasers of a security by, for example, providing for a supplemental payment in the event that the U.S. dollar depreciates against the value of a major foreign currency such as the Japanese yen or the Euro. The formula used to determine the amount payable upon exercise of a foreign currency warrant may make the warrant worthless unless the applicable foreign currency exchange rate moves in a particular direction (e.g., unless the U.S. dollar appreciates or depreciates against the particular foreign currency to which the warrant is linked or indexed). Foreign currency warrants are severable from the debt obligations with which they may be offered and may be listed on exchanges. Foreign currency warrants may be exercisable only in certain minimum amounts, and an investor wishing to exercise warrants who possesses less than the minimum number required for exercise may be required to either sell the warrants or to purchase additional warrants, thereby incurring additional transaction costs. In the case of any exercise of warrants, there may be a time delay between the time a holder of warrants gives instructions to exercise and the time the exchange rate relating to exercise is determined, during which time the exchange rate could change significantly, thereby affecting both the market and cash settlement values of the warrants being exercised. The expiration date of the warrants may be accelerated if the warrants should be delisted from an exchange or if their trading should be suspended permanently, which would result in the loss of any remaining time value of the warrants (i.e., the difference between the current market value and the exercise value of the warrants) and, in the case the warrants were out-of-the-money, in a total loss of the purchase price of the warrants. Warrants are generally unaccrued obligations of their issuers and are not standardized foreign currency options issued by the Options Clearing Corporation (the OCC). Unlike foreign currency options issued by the OCC, the terms of foreign exchange warrants generally will not be amended in the event of governmental or regulatory actions affecting exchange rates or in the event of the imposition of other regulatory controls affecting the international currency markets. The initial public offering price of foreign currency warrants is generally considerably in excess of the price that a commercial user of foreign currencies might pay in the interbank market for a comparable option involving significantly larger amounts of foreign currencies. Foreign currency warrants are subject to complex political or economic factors.
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Principal Exchange Rate Linked Securities. Principal exchange rate linked securities (PERLs(SM)) are debt obligations the principal on which is payable at maturity in an amount that may vary based on the exchange rate between the U.S. dollar and a particular foreign currency at or about that time. The return on standard PERLs is enhanced if the foreign currency to which the security is linked appreciates against the U.S. dollar, and is adversely affected by increases in the foreign exchange value of the U.S. dollar; reverse PERLs are like the standard securities, except that their return is enhanced by increases in the value of the U.S. dollar and adversely impacted by increases in the value of foreign currency. Interest payments on the securities are generally made in U.S. dollars at rates that reflect the degree of foreign currency risk assumed or given up by the purchaser of the notes (i.e., at relatively higher interest rates if the purchaser has assumed some of the foreign exchange risk, or relatively lower interest rates if the issuer has assumed some of the foreign exchange risk, based on the expectations of the current market). PERLs may in limited cases be subject to acceleration of maturity (generally, not without the consent of the holders of the securities), which may have an adverse impact on the value of the principal payment to be made at maturity.
Performance Indexed Paper. Performance indexed paper (PIPs(SM)) is U.S. dollar-denominated commercial paper the yield of which is linked to certain foreign exchange rate movements. The yield to the investor on PIPs is established at maturity as a function of the spot exchange rates between the U.S. dollar and a designated currency as of or about that time (generally, the index maturity two days prior to maturity). The yield to the investor will be within a range stipulated at the time of purchase of the obligation, generally with a guaranteed minimum rate of return that is below, and a potential maximum rate of return that is above, market yields on U.S. dollar-denominated commercial paper, with both the minimum and maximum rates of return on the investment corresponding to the minimum and maximum values of the spot exchange rate two business days prior to maturity.
FOREIGN SECURITIES
The Funds may invest in foreign securities. Investing in securities issued by companies whose principal business activities are outside the United States may involve significant risks not present in domestic investments. For example, there is generally less publicly available information about foreign companies, particularly those not subject to the disclosure and reporting requirements of the U.S. securities laws. Foreign issuers are generally not bound by uniform accounting, auditing, and financial reporting requirements and standards of practice comparable to those applicable to domestic issuers. Foreign securities, including those of emerging and frontier market issuers, are subject to additional risks, including international trade, social, political and regulatory risks. Investments in foreign securities also involve the risk of possible adverse changes in investment or exchange control regulations, expropriation or confiscatory taxation, other taxes imposed by the foreign country on a Funds earnings, assets, or transactions, limitation on the removal of cash or other assets of a Fund, political or financial instability, the imposition of economic sanctions, or diplomatic and other developments which could affect such investments. Further, economies of particular countries or areas of the world may differ favorably or unfavorably from the economy of the United States. Changes in foreign exchange rates will affect the value of securities denominated or quoted in currencies other than the U.S. dollar. The currency in which a Funds assets are denominated may be devalued against the U.S. dollar, resulting in a loss to the Fund. Foreign securities often trade with less frequency and volume than domestic securities and therefore may exhibit greater price volatility. Furthermore, dividends or interest on, or proceeds from the sale of, foreign securities may be subject to foreign withholding taxes, and special U.S. tax considerations may apply. Additional costs associated with an investment in foreign securities may include higher custodial fees than those that apply to domestic custodial arrangements, and transaction costs of foreign currency conversions. Legal remedies available to investors in certain foreign countries may be more limited than those available with respect to investments in the United States or in other foreign countries.
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Euro-Related Risks. In the past, economic crises have brought several small economies in Europe to the brink of bankruptcy and many other economies into recession and weakened the banking and financial sectors of many European countries. In addition, due to large public deficits, some European countries may be dependent on assistance from other European governments and institutions or multilateral agencies and offices. Assistance may be dependent on a countrys implementation of reforms or reaching a certain level of performance. Failure to reach those objectives or an insufficient level of assistance could result in a deep economic downturn that could significantly affect the value of a Funds European investments. The Economic and Monetary Union of the European Union (EMU) is comprised of the European Union members that have adopted the euro currency. By adopting the euro as its currency, a member state relinquishes control of its own monetary policies. As a result, European countries are significantly affected by fiscal and monetary controls implemented by the EMU. The euro currency may not fully reflect the strengths and weaknesses of the various economies that comprise the EMU and Europe generally. It is possible that EMU member countries could abandon the euro and return to a national currency and/or that the euro will cease to exist as a single currency in its current form. The effects of such an abandonment or a countrys forced expulsion from the euro on that country, the rest of the EMU, and global markets are impossible to predict, but are likely to be negative.
In a June 2016 referendum, citizens of the United Kingdom voted to leave the EU. It is expected that the United Kingdom will formally withdraw from the EU (commonly known as Brexit), a process that may take up to two years once formally initiated. During this period and beyond, the impact on the United Kingdom and European economies and the broader global economy could be significant and could, among other outcomes, result in increased volatility and illiquidity, potentially lower economic growth and decreased asset valuations. Brexit may have a negative impact on the economy and currency of the United Kingdom as a result of anticipated or actual changes to the United Kingdoms economic and political relations with the EU. Brexit may also have a destabilizing impact on the EU to the extent other member states similarly seek to withdraw from the union. Any further exits from the EU, or the possibility of such exits, would likely cause additional market disruption globally and introduce new legal and regulatory uncertainties. Any or all of these challenges may affect the value of a Funds investments economically tied to the United Kingdom or the EU.
Asia-Related Risks. Many Asian countries are considered emerging or frontier markets, and these markets can be less economically and politically stable than developed markets such as the United States. The Asian region may be adversely affected by social, political, economic and regulatory developments, including long-running border and diplomatic disputes with neighboring countries or the international community. For example, the Asian region, and particularly China and South Korea, may be adversely affected by the social, political, economic and regulatory developments in North Korea and its relationship to the international community, including the United States. In addition, Chinas long-running conflict over Taiwan, border disputes with many of its neighbors, including Vietnam and Japan, and historically challenging relations with Japan could adversely impact economies in the region. Other potential sources of unrest include nuclear arms threats between India and Pakistan and separatist, ethnic and sectarian violence occurring in Indonesia. Such unrest would likely have a negative impact on the economies and securities markets in this region. Moreover, the Asian region has historically been prone to natural disasters, which have in the past, and may continue to, negatively impact the economy of a country in the Asian region.
The economies of many Asian countries differ from the economies of more developed countries in numerous respects, such as, financial system stability, rate of growth, inflation, capital reinvestment, resource self-sufficiency, the national balance of payments, and sensitivity to global trade. Some Asian countries are highly dependent upon and may be affected by developments in other Asian countries, the United States and Europe as a result of their dependency on international trade. Changes in diplomatic relations, trade barriers or global export flows may have a significant impact on a particular Asian country or on the region as a whole.
There may be less publicly available information about companies in many Asian countries. In addition, some Asian convertible securities are not rated by rating agencies like S&P, Moodys, or Fitch; or if they unrated, they may be rated below investment grade (referred to as junk bonds, which are typically speculative securities, and include unrated securities, regardless of quality), which may have a greater risk of default.
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Moreover, the stock exchanges and financial and securities industries in many Asian countries do not generally have the level of government and regulatory oversight as in the United States or Europe. Financial intermediaries in countries in this region may not operate or perform as well as their counterparts in more developed securities capital markets. The auditing and reporting standards in some Asian emerging market countries also may not yield the same degree of shareholder protection or information to investors as those of developed countries. Specifically, the valuation of assets, depreciation, exchange differences, deferred taxation, contingent liability and consolidation may be treated differently in Asian countries than under the auditing and reporting standards that exist in more developed countries. The legal systems in many Asian countries are also still developing, and therefore make it more difficult to obtain or enforce a judgment.
The securities markets of many Asian countries are also significantly smaller, less liquid and more volatile than securities markets in the United States and Europe. Certain countries in this region are also undergoing a period of growth and change, which could lead to trading volatility and may impose difficulties regarding the operations, settlement and recording of securities transactions. Certain markets in these countries may also require significant withholding of dividends paid on portfolio securities and on realized capital gains, and there can be no assurance that repatriation of a Funds income, gains or initial capital from these countries will necessarily occur.
GLOBAL FINANCIAL MARKETS
Global economies and financial markets are becoming increasingly interconnected. Social, political and economic conditions (including recent instability and volatility) and events (including armed conflict and natural disasters) in one country, region or financial market, including a country, region, or market in which a Fund has not invested, may adversely impact issuers in a different country, region or financial market, including a country, region, or market in which a Fund has not invested. As a result, issuers of securities held by a Fund may experience significant declines in the value of their assets and even cease operations. Such conditions and/or events may not have the same impact on all types of securities and may expose a Fund to greater market or liquidity risk or cause difficulty in valuing portfolio instruments held by the Fund. This could cause a Fund to underperform other types of investments.
The severity or duration of such conditions and/or events may be affected by policy changes made by governments or quasi-governmental organizations. Instability in the financial markets has led governments across the globe to take a number of unprecedented actions designed to support the financial markets. Future government regulation and/or intervention may also change the way in which a Fund is regulated and could limit or preclude the Funds ability to achieve its investment objective. For example, one or more countries that have adopted the euro may abandon that currency and/or withdraw from the European Union, which could disrupt global markets and affect the liquidity and value of a Funds investments, regardless of whether the Fund has significant exposure to European markets. The risk of investing in Europe may be heightened due to the recent referendum in which the United Kingdom voted to exit the European Union. In addition, countries in the Asian region may be adversely affected by social, political, economic and regulatory developments, including long-running border and diplomatic disputes with neighboring countries or the international community, that could adversely impact economies within individual Asian countries or the Asian region or the global market as a whole. Moreover, governments or their agencies may acquire distressed assets from financial institutions and may acquire ownership interests in those institutions, which may affect a Funds investments in ways that are unforeseeable.
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In addition, in the United States, total public debt as a percentage of gross domestic product has grown rapidly since the beginning of the financial downturn. High levels of national debt may raise concerns that the U.S. government will be unable to pay investors at maturity, may cause declines in currency valuations and may prevent the U.S. government from implementing effective fiscal policy. In 2011, Standard & Poors lowered its long-term sovereign credit rating on the United States, which may affect the market price and yields of certain U.S. Government securities. Export-driven economies, including the economies of a number of Asian countries, may be adversely affected by the U.S. and other large economies, with which they do business.
HIGH YIELD/HIGH RISK SECURITIES
Certain Funds may invest in high yield/high risk securities. Securities rated lower than Baa by Moodys Investor Service (Moodys), or lower than BBB by Standard & Poors Rating Services (S&P), are referred to as non-investment grade, high yield or junk bonds. In general, the market for lower rated, high-yield bonds is more limited than the market for higher rated bonds, and because their markets may be thinner and less active, the market prices of lower rated, high-yield bonds may fluctuate more than the prices of higher rated bonds, particularly in times of market stress. In addition, while the market for high-yield, corporate debt securities has been in existence for many years, the market in recent years experienced a dramatic increase in the large-scale use of such securities to fund highly leveraged corporate acquisitions and restructurings. Accordingly, past experience may not provide an accurate indication of future performance of the high-yield bond market, especially during periods of economic recession. Other risks that may be associated with lower rated, high-yield bonds include their relative insensitivity to interest-rate changes; the exercise of any of their redemption or call provisions in a declining market which may result in their replacement by lower yielding bonds; and legislation, from time to time, which may adversely affect their market. A description of the ratings used herein and in the Prospectus is set forth in Appendix A to this SAI.
Investing in high yield securities involves special risks in addition to the risks associated with investments in fixed income securities generally. High yield securities may be regarded as predominately speculative with respect to the issuers continuing ability to meet principal and interest payments. Analysis of the creditworthiness of issuers of high yield securities may be more complex than for issuers of higher quality debt securities, and the ability of the Funds to achieve their investment objective may, to the extent of its investments in high yield securities, be more dependent upon such creditworthiness analysis than would be the case if the Funds were investing in higher quality securities.
High yield securities may be more susceptible to real or perceived adverse economic and competitive industry conditions than higher grade securities. The prices of high yield securities have been found to be less sensitive to interest rate changes than more highly rated investments, but more sensitive to adverse economic downturns or individual corporate developments. A projection of an economic downturn or of a period of rising interest rates, for example, could cause a decline in high yield security prices because the advent of a recession could lessen the ability of a highly leveraged company to make principal and interest payments on its debt securities. If the issuer of high yield securities defaults, the Funds may incur additional expenses to seek recovery. In the case of high yield securities structured as zero coupon or payment-in-kind securities, the market prices of such securities are affected to a greater extent by interest rate changes and, therefore, tend to be more volatile than securities that pay interest periodically and in cash. The secondary markets on which high yield securities are traded may be less liquid than the market for higher grade securities. Less liquidity in the secondary trading markets could adversely affect and cause large fluctuations in the daily NAV of the Funds. Adverse publicity and investor perceptions, whether or not based on fundamental analysis, may decrease the values and liquidity of high yield securities, especially in a thinly traded market. The adoption of new legislation could adversely affect the secondary market for high yield securities and the financial condition of issuers of these securities. The form of any future legislation, and the probability of such legislation being enacted, is uncertain.
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The use of credit ratings as the sole method of evaluating high yield securities can involve certain risks. For example, credit ratings evaluate the safety of principal and interest payments, not the market value risk of high yield securities. Also, credit rating agencies may fail to change credit ratings in a timely fashion to reflect events since the security was last rated.
ILLIQUID INVESTMENTS, RULE 144A SECURITIES, AND SECTION 4(a)(2) SECURITIES
Each Fund may invest up to 15% of its net assets in securities that are illiquid by virtue of the absence of a readily available market, or because of legal or contractual restrictions on resale. This policy does not limit the acquisition of securities eligible for resale to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (1933 Act) or commercial paper issued pursuant to Section 4(a)(2) under the 1933 Act that are determined to be liquid in accordance with guidelines established by the Trusts Board of Trustees. There may be delays in selling these securities and sales may be made at less favorable prices.
The Adviser may determine that a particular Rule 144A or Section 4(a)(2) security is liquid and thus not subject to a Funds limits on investment in illiquid securities, pursuant to guidelines adopted by the Board of Trustees. Factors that the Adviser must consider in determining whether a particular Rule 144A security is liquid include the frequency of trades and quotes for the security, the number of dealers willing to purchase or sell the security and the number of other potential purchasers, dealer undertakings to make a market in the security, and the nature of the security and the nature of the market for the security (i.e., the time needed to dispose of the security, the method of soliciting offers and the mechanics of transfer). Investing in Rule 144A securities could have the effect of increasing the level of a Funds illiquidity to the extent that qualified institutions might become, for a time, uninterested in purchasing these securities.
INVERSE FLOATING RATE OBLIGATIONS
Certain Funds may invest in inverse floating rate obligations (inverse floaters). Inverse floaters have coupon rates that vary inversely at a multiple of a designated floating rate, such as LIBOR (London InterBank Offered Rate). Any rise in the reference rate of an inverse floater (as a consequence of an increase in interest rates) causes a drop in the coupon rate while any drop in the reference rate of an inverse floater causes an increase in the coupon rate. In addition, like most other fixed income securities, the value of inverse floaters will generally decrease as interest rates increase. Inverse floaters may exhibit substantially greater price volatility than fixed rate obligations having similar credit quality, redemption provisions and maturity, and inverse floater Collateralized Mortgage Obligations (CMOs) exhibit greater price volatility than the majority of mortgage pass-through securities or CMOs. In addition, some inverse floater CMOs exhibit extreme sensitivity to changes in prepayments. As a result, the yield to maturity of an inverse floater CMO is sensitive not only to changes in interest rates, but also to changes in prepayment rates on the related underlying mortgage assets.
INVESTMENT COMPANY SECURITIES
Investments in the securities of other investment companies may involve duplication of advisory fees and certain other expenses. By investing in another investment company, an investor becomes a shareholder of that investment company. As a result, a Funds shareholders indirectly will bear the underlying funds proportionate share of the fees and expenses paid by shareholders of the other investment company, in addition to the fees and expenses a Funds shareholders directly bear in connection with a Funds own operations. A Funds investment in the securities of other investment companies may be particularly significant following its launch or in situations where a Fund is unable to access a particular country or market.
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Generally, under the 1940 Act and related rules, a Fund may purchase an unlimited amount of shares of an affiliated fund or a money market fund. A Fund may also purchase shares of an unaffiliated fund as long as: (i) the Fund doesnt invest more than 5% of its total assets in the securities of any one investment company (ETF or other mutual funds); (ii) the Fund doesnt own more than 3% of the outstanding voting stock of any one investment company; or (iii) the Fund doesnt invest more than 10% of its total assets in the securities of other investment companies. A Fund may exceed the limits if (i) the unaffiliated fund or the Fund has received an order for exemptive relief from the 3% limitation from the SEC that is applicable to the Fund; and (ii) the unaffiliated fund and the Fund take appropriate steps to comply with any conditions in such order. In the alternative, a Fund may exceed the 5% limitation and the 10% limitation, provided the aggregate sales loads any investor pays (i.e., the combined distribution expenses of both the acquiring fund and the acquired funds) does not exceed the limits on sales loads established by FINRA for funds of funds.
The Trust may, in the future, seek to achieve the investment objective of the Funds by investing all of their assets in an open-end management investment company having substantially the same investment objective, policies and restrictions as the Funds (i.e., under a master/feeder arrangement). In such event, the investment advisory contracts for the Funds would be terminated. Such change would be made only if the Trustees of the Trust believe that the aggregate per share expenses of a Fund and such other investment company will be less than or approximately equal to the expenses which the Fund would incur if the Trust was to continue to retain the services of an investment adviser for the Fund and the assets of the Funds were to continue to be invested directly in portfolio securities.
Investments in securities issued by other investment companies present the following risks:
Allocation Risk: The risk that the Advisers target asset and sector allocations and changes in target asset and sector allocations cause a Fund to underperform other similar funds or cause you to lose money, and that a Fund may not achieve its target asset and sector allocations.
Underlying Fund Selection Risk: The risk that a Fund may invest in underlying funds that underperform other similar funds or the markets more generally, due to poor investment decisions by the investment adviser(s) for the underlying funds or otherwise.
LOAN PARTICIPATIONS AND ASSIGNMENTS
Certain Funds may invest in loan-related investments such as loan participations and assignments. Loan participations typically constitute direct participation, combined with other parties, in a loan to U.S. or foreign company or other borrower, and are usually offered by financial intermediaries. A Fund can participate in such investments or can purchase portions of a loan, becoming a part lender. As a result of purchasing indebtedness and loan participations, a Fund will take on the credit risk that is associated with the borrower and may assume the credit risk associated with an interposed bank or other financial intermediary.
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If a Fund acts as co-lender, the Fund will have direct recourse against the borrower if the borrower fails to pay the scheduled principal and interest, whereas if a Fund lacks direct recourse, it will look to an agent for the lenders to enforce any appropriate credit remedies against the borrower. There is a risk that there may not be a readily available market for participation interests, which could result in a Fund disposing of such securities at a substantial discount from face value or holding such security until maturity. When a Fund is required to rely upon a lending institution to pay the Fund principal, interest, and other amounts received by the lending institution for the loan participation, the Fund will treat both the borrower and the lending institution as an issuer of the loan participation for purposes of certain investment restrictions pertaining to the diversification and concentration of the Funds portfolio.
A purchaser of loans or other forms of direct indebtedness will be required to rely mainly upon the creditworthiness of the corporate borrower for the payment of principal and interest. If a Fund does not receive scheduled interest or principal payments on such indebtedness, the Funds share price and yield could be negatively impacted. If a loan is fully secured, it will offer a Fund greater protection than an unsecured loan in the event of non-payment of scheduled interest or principal. Nonetheless, there is no guarantee that the liquidation of collateral from a secured loan would satisfy the corporate borrowers obligation, or that the collateral can be liquidated. If a bankruptcy of a borrower were to occur, a Fund could be exposed to delays or limitations in its ability to realize the benefits of any collateral securing a loan. Investors in loans, such as a Fund, may not be entitled to the protections of the federal securities laws, although they may be entitled to certain contractual remedies.
The loan obligation market could be subject to irregular trading activity, extended trade settlement periods, and very wide bid/ask spreads. The fact that many transactions in loans are subject to extended trade settlement periods has the effect of preventing Funds from receiving proceeds from the sale of a loan for a period after the sale. Accordingly, sale proceeds related to the sale of loans may not be available to make additional investments or to meet a Funds redemption obligations for a period after the sale of the loans, and, therefore, a Fund may be required to sell other investments or engage in borrowing transactions if necessary to raise cash to meet its obligations.
In addition, for companies whose creditworthiness is poor, any indebtedness invariably corresponds to substantially greater risks, and may be very speculative. Companies may be permanently unable to pay off their indebtedness, or may only be able to pay off a small amount of what they owe. Therefore, if a Fund invests in the indebtedness of companies with poor credit, that Fund bears a substantial risk of losing the entire amount invested.
A Fund may incur certain costs and delays in realizing payment on a loan assignment or suffer a loss of principal and/or interest if assets or interests held by the agent bank or other financial intermediary are determined to be subject to the claims of the agent banks or other financial intermediarys creditors. In addition, it is unclear whether loan assignments and other forms of direct indebtedness offer securities law protections against fraud and misrepresentation. Also, if a Fund invests in publicly traded securities the Advisor or Sub-Advisor may not have access to material non-public information to which other investors have access. Although certain loan assignments are secured by collateral, a Fund could experience delays or limitations in realizing the value on such collateral or have its interest subordinated to other indebtedness. Loan assignments are vulnerable to market conditions such that economic conditions or other events may reduce the demand for assignments and certain assignments that were liquid, when purchased, may become illiquid and they may be difficult to value. In addition, the settlement period for loans is uncertain as there is no standardized settlement schedule applicable to such investments. Therefore, a Fund may not receive the proceeds from a sale of such investments for a period after the sale.
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MONEY MARKET SECURITIES
Each Funds investments in money market instruments will consist of: (i) short-term obligations of the U.S. Government, its agencies and instrumentalities; (ii) other short-term debt securities rated A or higher by Moodys or S&P or, if unrated, of comparable quality in the opinion of the Adviser ; (iii) commercial paper, including master demand notes; (iv) bank obligations, including certificates of deposit, bankers acceptances and time deposits; (v) repurchase agreements; and (vi) shares of money market funds, which may include the Government Money Market Fund. Securities issued or guaranteed as to principal and interest by the U.S. Government include a variety of Treasury securities, which differ in their interest rates, maturities and dates of issue. Securities issued or guaranteed by agencies or instrumentalities of the U.S. Government may or may not be supported by the full faith and credit of the United States or by the right of the issuer to borrow from the Treasury.
Considerations of liquidity and preservation of capital mean that a Fund may not necessarily invest in money market instruments paying the highest available yield at a particular time.
MORTGAGE DOLLAR ROLL TRANSACTIONS
Certain Funds may engage in dollar roll transactions with respect to mortgage securities issued by the Government National Mortgage Association (GNMA), the Federal National Mortgage Association (FNMA) and the Federal Home Loan Mortgage Corporation (FHLMC). In a dollar roll transaction, a Fund sells a mortgage-backed security and simultaneously agrees to repurchase a similar security on a specified future date at an agreed upon price. During the roll period, a Fund will not be entitled to receive any interest or principal paid on the securities sold. A Fund is compensated for the lost interest on the securities sold by the difference between the sales price and the lower price for the future repurchase as well as by the interest earned on the reinvestment of the sales proceeds. A Fund may also be compensated by receipt of a commitment fee.
MORTGAGE-RELATED SECURITIES
Certain Funds may invest in mortgage-backed certificates and other securities representing ownership interests in mortgage pools, including CMOs. Interest and principal payments on the mortgages underlying mortgage-backed securities are passed through to the holders of the mortgage-backed securities. Mortgage-backed securities currently offer yields higher than those available from many other types of fixed income securities, but because of their prepayment aspects, their price volatility and yield characteristics will change based on changes in prepayment rates.
There are two methods of trading mortgage-backed securities. A specific pool transaction is a trade in which the pool number of the security to be delivered on the settlement date is known at the time the trade is made. This is in contrast with the typical mortgage transaction, called a TBA (to be announced) transaction, in which the type of mortgage securities to be delivered is specified at the time of trade but the actual pool numbers of the securities that will be delivered are not known at the time of the trade. For example, in a TBA transaction an investor could purchase $1 million of 30-year FNMA 9% mortgages and receive up to three pools on the settlement date. The pool numbers of the pools to be delivered at settlement will be announced shortly before settlement takes place. The terms of the TBA trade may be made more specific if desired. For example, an investor may request pools with particular characteristics, such as those that were issued prior to January 1, 1990. The most detailed specification of the trade is to request that the pool number be known prior to purchase. In this case, the investor has entered into a specific pool transaction. Generally, agency pass-through mortgage-backed securities are traded on a TBA basis. The specific pool numbers of the securities purchased do not have to be determined at the time of the trade.
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Mortgage-backed securities have yield and maturity characteristics that are dependent on the mortgages underlying them. Thus, unlike traditional debt securities, which may pay a fixed rate of interest until maturity when the entire principal amount comes due, payments on these securities include both interest and a partial payment of principal. In addition to scheduled loan amortization, payments of principal may result from the voluntary prepayment, refinancing or foreclosure of the underlying mortgage loans. Such prepayments may significantly shorten the effective durations of mortgage-backed securities, especially during periods of declining interest rates. Similarly, during periods of rising interest rates, a reduction in the rate of prepayments may significantly lengthen the effective durations of such securities.
Investment in mortgage-backed securities poses several risks, including interest rate, prepayment, market, and credit risk. Interest rate risk reflects the risk that, as interest rates rise, the value of mortgage-backed securities generally can be expected to fall. Prepayment risk reflects the risk that borrowers may prepay their mortgages faster than expected, thereby affecting the investments average life and perhaps its yield. Whether or not a mortgage loan is prepaid is almost entirely controlled by the borrower. Borrowers are most likely to exercise prepayment options at the time when it is least advantageous to investors, generally prepaying mortgages as interest rates fall, and slowing payments as interest rates rise. Besides the effect of prevailing interest rates, the rate of prepayment and refinancing of mortgages may also be affected by home value appreciation, ease of the refinancing process and local economic conditions.
Market risk reflects the risk that the price of the security may fluctuate over time. The price of mortgage-backed securities may be particularly sensitive to prevailing interest rates, the length of time the security is expected to be outstanding, and the liquidity of the issue. In a period of unstable interest rates, there may be decreased demand for certain types of mortgage-backed securities, and a Fund invested in such securities wishing to sell them may find it difficult to find a buyer, which may in turn decrease the price at which they may be sold.
Credit risk reflects the risk that a Fund may not receive all or part of its principal because the issuer or credit enhancer has defaulted on its obligations. Obligations issued by U.S. Government-related agencies or instrumentalities may not be backed by the full faith and credit of the U.S. Government. The performance of private label mortgage-backed securities, issued by private institutions, is based on the financial health of those institutions.
The recent financial downturnparticularly the increase in delinquencies and defaults on residential mortgages, falling home prices, and unemploymenthas adversely affected the market for mortgage-related securities. In addition, various market and governmental actions may impair the ability to foreclose on or exercise other remedies against underlying mortgage holders, or may reduce the amount received upon foreclosure. These factors have caused certain mortgage-related securities to experience lower valuations and reduced liquidity. There is also no assurance that the U.S. Government will take further action to support the mortgage-related securities industry, as it has in the past, should the economic downturn continue or the economy experience another downturn. Further, recent legislative action and any future government actions may significantly alter the manner in which the mortgage-related securities market functions. Each of these factors could ultimately increase the risk that a Fund could realize losses on mortgage-related securities.
Mortgage Pass-Through Securities. Interests in pools of mortgage-related securities differ from other forms of debt securities, which normally provide for periodic payment of interest in fixed amounts with principal payments at maturity or specified call dates. Instead, these securities provide a monthly payment that consists of both interest and principal payments. In effect, these payments are a pass-through of the monthly payments made by the individual borrowers on their residential or commercial mortgage loans, net of any fees paid to the issuer or guarantor of such securities. Additional payments are caused by repayments of principal resulting from the sale of the underlying property, refinancing or foreclosure, net of fees or costs that may be incurred. Some mortgage-related securities (such as securities issued by the GNMA) are described as modified pass-through. These securities entitle the holder to receive all interest and principal payments owed on the mortgage pool, net of certain fees, at the scheduled payment dates regardless of whether or not the mortgagor actually makes the payment.
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The principal governmental guarantor of mortgage-related securities is the GNMA. GNMA is a wholly owned U.S. Government corporation within the Department of Housing and Urban Development. GNMA is authorized to guarantee, with the full faith and credit of the U.S. Government, the timely payment of principal and interest on securities issued by institutions approved by GNMA (such as savings and loan institutions, commercial banks and mortgage bankers) and backed by pools of Federal Housing Administration (FHA) insured or Department of Veterans Affairs (VA) guaranteed mortgages. Government-related guarantors (i.e., not backed by the full faith and credit of the U.S. Government) include the FNMA and the FHLMC. FNMA is a government-sponsored corporation. FNMA purchases conventional (i.e., not insured or guaranteed by any government agency) residential mortgages from a list of approved seller/servicers which include state and federally chartered savings and loan associations, mutual savings banks, commercial banks and credit unions and mortgage bankers. Pass-through securities issued by FNMA are guaranteed as to timely payment of principal and interest by FNMA but are not backed by the full faith and credit of the U.S. Government.
FHLMC was created by Congress in 1970 for the purpose of increasing the availability of mortgage credit for residential housing. It is a government-sponsored corporation formerly owned by the 12 Federal Home Loan Banks. FHLMC issues participation certificates (PCs) which represent interests in conventional mortgages from FHLMCs national portfolio. FHLMC guarantees the timely payment of interest and ultimate collection of principal, but PCs are not backed by the full faith and credit of the U.S. Government.
In September 2008, the Federal Housing Finance Agency (FHFA) placed FNMA and FHMLC into conservatorship. As the conservator, FHFA succeeded to all rights, titles, powers and privileges of FNMA and FHLMC and of any stockholder, officer or director of FNMA and FHLMC with respect to FNMA and FHLMC and the assets of FNMA and FHLMC. FHFA selected a new chief executive officer and chairman of the board of directors for each of FNMA and FHLMC.
The FHFA has indicated that the conservatorship of each enterprise will end when the director of FHFA determines that FHFAs plan to restore the enterprise to a safe and solvent condition has been completed. FNMA and FHLMC are continuing to operate as going concerns while in conservatorship and each remain liable for all of its obligations, including its guaranty obligations, associated with its mortgage-backed securities. The steps taken in connection with the conservatorship are both intended to enhance each of FNMAs and FHLMCs ability to meet its obligations.
Under the Federal Housing Finance Regulatory Reform Act of 2008 (the Reform Act), which was included as part of the Housing and Economic Recovery Act of 2008, FHFA, as conservator or receiver, has the power to repudiate any contract entered into by FNMA or FHLMC prior to FHFAs appointment as conservator or receiver, as applicable, if FHFA determines, in its sole discretion, that performance of the contract is burdensome and that repudiation of the contract promotes the orderly administration of FNMAs or FHLMCs affairs. The Reform Act requires FHFA to exercise its right to repudiate any contract within a reasonable period of time after its appointment as conservator or receiver.
FHFA, in its capacity as conservator, has indicated that it has no intention to repudiate the guaranty obligations of FNMA or FHLMC because FHFA views repudiation as incompatible with the goals of the conservatorship. However, in the event that FHFA, as conservator or if it is later appointed as receiver for FNMA or FHLMC, were to repudiate any such guaranty obligation, the conservatorship or receivership estate, as applicable, would be liable for actual direct compensatory damages in accordance with the provisions of the Reform Act. Any such liability could be satisfied only to the extent of FNMAs or FHLMCs assets available therefor.
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In the event of repudiation, the payments of interest to holders of FNMA or FHLMC mortgage-backed securities would be reduced if payments on the mortgage loans represented in the mortgage loan groups related to such mortgage-backed securities are not made by the borrowers or advanced by the servicer. Any actual direct compensatory damages for repudiating these guaranty obligations may not be sufficient to offset any shortfalls experienced by such mortgage-backed security holders.
Further, in its capacity as conservator or receiver, FHFA has the right to transfer or sell any asset or liability of FNMA or FHLMC without any approval, assignment or consent. Although FHFA has stated that it has no present intention to do so, if FHFA, as conservator or receiver, were to transfer any such guaranty obligation to another party, holders of FNMA or FHLMC mortgage-backed securities would have to rely on that party for satisfaction of the guaranty obligation and would be exposed to the credit risk of that party.
In addition, certain rights provided to holders of mortgage-backed securities issued by FNMA and FHLMC under the operative documents related to such securities may not be enforced against FHFA, or enforcement of such rights may be delayed, during the conservatorship or any future receivership. The operative documents for FNMA and FHLMC mortgage-backed securities may provide (or with respect to securities issued prior to the date of the appointment of the conservator may have provided) that upon the occurrence of an event of default on the part of FNMA or FHLMC, in its capacity as guarantor, which includes the appointment of a conservator or receiver, holders of such mortgage-backed securities have the right to replace FNMA or FHLMC as trustee if the requisite percentage of mortgage-backed securities holders consent. The Reform Act prevents mortgage-backed security holders from enforcing such rights if the event of default arises solely because a conservator or receiver has been appointed. The Reform Act also provides that no person may exercise any right or power to terminate, accelerate or declare an event of default under certain contracts to which FNMA or FHLMC is a party, or obtain possession of or exercise control over any property of FNMA or FHLMC, or affect any contractual rights of FNMA or FHLMC, without the approval of FHFA, as conservator or receiver, for a period of 45 or 90 days following the appointment of FHFA as conservator or receiver, respectively.
In addition, in a February 2011 report to Congress from the Treasury Department and the Department of Housing and Urban Development, the Obama administration provided a plan to reform Americas housing finance market. The plan would reduce the role of and eventually eliminate FNMA and FHLMC. Notably, the plan does not propose similar significant changes to GNMA, which guarantees payments on mortgage-related securities backed by federally insured or guaranteed loans such as those issued by the Federal Housing Association or guaranteed by the Department of Veterans Affairs. The report also identified three proposals for Congress and the administration to consider for the long-term structure of the housing finance markets after the elimination of FNMA and FHLMC, including implementing: (i) a privatized system of housing finance that limits government insurance to very limited groups of creditworthy low- and moderate-income borrowers; (ii) a privatized system with a government backstop mechanism that would allow the government to insure a larger share of the housing finance market during a future housing crisis; and (iii) a privatized system where the government would offer reinsurance to holders of certain highly-rated mortgage-related securities insured by private insurers and would pay out under the reinsurance arrangements only if the private mortgage insurers were insolvent.
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Commercial banks, savings and loan institutions, private mortgage insurance companies, mortgage bankers and other secondary market issuers also create pass-through pools of conventional residential mortgage loans. Such issuers may, in addition, be the originators and/or servicers of the underlying mortgage loans as well as the guarantors of the mortgage-related securities. Pools created by such non-governmental issuers generally offer a higher rate of interest than government and government-related pools because there are no direct or indirect government or agency guarantees of payments in the former pools. However, timely payment of interest and principal of these pools may be supported by various forms of insurance or guarantees, including individual loan, title, pool and hazard insurance and letters of credit. The insurance and guarantees are issued by governmental entities, private insurers and the mortgage poolers. Such insurance and guarantees and the creditworthiness of the issuers thereof will be considered in determining whether a mortgage-related security meets a Funds investment quality standards. There can be no assurance that the private insurers or guarantors can meet their obligations under the insurance policies or guarantee arrangements. Although the market for such securities is becoming increasingly liquid, securities issued by certain private organizations may not be readily marketable.
The assets underlying mortgage-related securities may be represented by a portfolio of first lien residential mortgages (including both whole mortgage loans and mortgage participation interests) or portfolios of mortgage pass-through securities issued or guaranteed by GNMA, FNMA or FHLMC. Mortgage loans underlying a mortgage-related security may in turn be insured or guaranteed by the FHA or the VA. In the case of private issue mortgage-related securities whose underlying assets are neither U.S. Government securities nor U.S. Government-insured mortgages, to the extent that real properties securing such assets may be located in the same geographical region, the security may be subject to a greater risk of default than other comparable securities in the event of adverse economic, political or business developments that may affect such region and, ultimately, the ability of residential homeowners to make payments of principal and interest on the underlying mortgages.
Collateralized Mortgage Obligations (CMOs). A CMO is a hybrid between a mortgage-backed bond and a mortgage pass-through security. Similar to a bond, interest and prepaid principal is paid, in most cases, semiannually. CMOs may be collateralized by whole mortgage loans, but are more typically collateralized by portfolios of mortgage pass-through securities guaranteed by GNMA, FHLMC or FNMA, and their income streams.
CMOs are structured into multiple classes, each bearing a different stated maturity. Actual maturity and average life will depend upon the prepayment experience of the collateral. CMOs provide for a modified form of call protection through a de facto breakdown of the underlying pool of mortgages according to how quickly the loans are repaid. Monthly payment of principal received from the pool of underlying mortgages, including prepayments, is first returned to investors holding the shortest maturity class. Investors holding the longer maturity classes receive principal only after the first class has been retired. An investor is partially guarded against a sooner than desired return of principal because of the sequential payments. In a typical CMO transaction, a corporation (issuer) issues multiple series (e.g., A, B, C, Z) of CMO bonds (Bonds). Proceeds of the Bond offering are used to purchase mortgages or mortgage pass-through certificates (Collateral). The Collateral is pledged to a third party trustee as security for the Bonds. Principal and interest payments from the Collateral are used to pay principal on the Bonds in the order A, B, C, Z. The Series A, B and C Bonds all bear current interest. Interest on the Series Z Bond is accrued and added to principal and a like amount is paid as principal on the Series A, B or C Bond currently being paid off. When the Series A, B and C Bonds are paid in full, interest and principal on the Series Z Bond begins to be paid currently. With some CMOs, the issuer serves as a conduit to allow loan originators (primarily builders or savings and loan associations) to borrow against their loan portfolios.
FHLMC CMOs. FHLMC CMOs are debt obligations of FHLMC issued in multiple classes having different maturity dates that are secured by the pledge of a pool of conventional mortgage loans purchased by FHLMC. Unlike FHLMC PCs, payments of principal and interest on the CMOs are made semiannually, as opposed to monthly. The amount of principal payable on each semiannual payment date is determined in accordance with FHLMCs mandatory sinking fund schedule, which, in turn, is equal to approximately 100% of FHA prepayment experience applied to the mortgage collateral pool. All sinking fund payments in the CMOs are allocated to the retirement of the individual classes of bonds in the order of their stated maturities. Payment of principal on the mortgage loans in the collateral pool in excess of the amount of FHLMCs minimum sinking fund obligation for any payment date are paid to the holders of the CMOs as additional sinking fund payments. Because of the pass-through nature of all principal payments received on the collateral pool in excess of FHLMCs minimum sinking fund requirement, the rate at which principal of the CMOs is actually repaid is likely to be such that each class of bonds will be retired in advance of its scheduled maturity date.
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If collection of principal (including prepayments) on the mortgage loans during any semiannual payment period is not sufficient to meet FHLMCs minimum sinking fund obligation on the next sinking fund payment date, FHLMC agrees to make up the deficiency from its general funds. Criteria for the mortgage loans in the pool backing the FHLMC CMOs are identical to those of FHLMC PCs. FHLMC has the right to substitute collateral in the event of delinquencies and/or defaults.
Other Mortgage-Related Securities. Other mortgage-related securities include securities other than those described above that directly or indirectly represent a participation in, or are secured by and payable from, mortgage loans on real property, including CMO residuals or stripped mortgage-backed securities. Other mortgage-related securities may be equity or debt securities issued by agencies or instrumentalities of the U.S. Government or by private originators of, or investors in, mortgage loans, including savings and loan associations, homebuilders, mortgage banks, commercial banks, investment banks, partnerships, trusts and special purpose entities of the foregoing.
CMO Residuals. CMO residuals are derivative mortgage securities issued by agencies or instrumentalities of the U.S. Government or by private originators of, or investors in, mortgage loans, including savings and loan associations, homebuilders, mortgage banks, commercial banks, investment banks and special purpose entities of the foregoing.
The cash flow generated by the mortgage assets underlying a series of CMOs is applied first to make required payments of principal and interest on the CMOs and second to pay the related administrative expenses of the issuer. The residual in a CMO structure generally represents the interest in any excess cash flow remaining after making the foregoing payments. Each payment of such excess cash flow to a holder of the related CMO residual represents income and/or a return of capital. The amount of residual cash flow resulting from a CMO will depend on, among other things, the characteristics of the mortgage assets, the coupon rate of each class of CMO, prevailing interest rates, the amount of administrative expenses and the prepayment experience on the mortgage assets. In particular, the yield to maturity on CMO residuals is extremely sensitive to prepayments on the related underlying mortgage assets, in the same manner as an interest-only (IO) class of stripped mortgage-backed securities. See Other Mortgage-Related Securities -- Stripped Mortgage-Backed Securities. In addition, if a series of a CMO includes a class that bears interest at an adjustable rate, the yield to maturity on the related CMO residual will also be extremely sensitive to changes in the level of the index upon which interest rate adjustments are based. As described below with respect to stripped mortgage-backed securities, in certain circumstances a Fund may fail to recoup fully its initial investment in a CMO residual.
CMO residuals are generally purchased and sold by institutional investors through several investment banking firms acting as brokers or dealers. The CMO residual market has only very recently developed and CMO residuals currently may not have the liquidity of other more established securities trading in other markets. Transactions in CMO residuals are generally completed only after careful review of the characteristics of the securities in question. In addition, CMO residuals may or, pursuant to an exemption therefrom, may not have been registered under the 1933 Act. CMO residuals, whether or not registered under the 1933 Act, may be subject to certain restrictions on transferability and may be deemed illiquid and subject to a Funds limitations on investment in illiquid securities.
Stripped Mortgage-Backed Securities (SMBS). SMBS are derivative multi-class mortgage securities. SMBS may be issued by agencies or instrumentalities of the U.S. Government or by private originators of, or investors in, mortgage loans, including savings and loan associations, mortgage banks, commercial banks, investment banks and special purpose entities of the foregoing.
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SMBS are usually structured with two classes that receive different proportions of the interest and principal distributions on a pool of mortgage assets. A common type of SMBS will have one class receiving some of the interest and most of the principal from the mortgage assets, while the other class will receive most of the interest and the remainder of the principal. In the most extreme case, one class will receive all of the interest (the interest-only or IO class), while the other class will receive all of the principal (the principal-only or PO class). The cash flow and yields on IO and PO classes can be extremely sensitive to the rate of principal payments (including prepayments) on the related underlying mortgage assets, and a rapid rate of principal payments may have a material adverse effect on a Funds yield to maturity from these securities. If the underlying mortgage assets experience greater than anticipated prepayments of principal, a Fund may fail to fully recoup its initial investment in these securities even if the security is in one of the highest rating categories.
Although SMBS are typically purchased and sold by institutional investors through several investment banking firms acting as brokers or dealers, these securities were only recently developed. As a result, established trading markets have not yet developed and, accordingly, these securities may be deemed illiquid and subject to a Funds limitations on investment in illiquid securities.
Mortgage-Backed Securities and Asset-Backed Securities - Types of Credit Support. Mortgage-backed securities and asset-backed securities are often backed by a pool of assets representing the obligations of a number of different parties. To lessen the effect of failure by obligors on underlying assets to make payments, such securities may contain elements of credit support. Such credit support falls into two categories: (i) liquidity protection; and (ii) protection against losses resulting from ultimate default by an obligor on the underlying assets. Liquidity protection refers to the provision of advances, generally by the entity administering the pool of assets, to ensure that the pass-through of payments due on the underlying pool occurs in a timely fashion. Protection against losses resulting from ultimate default enhances the likelihood of ultimate payment of the obligations on at least a portion of the assets in the pool. Such protection may be provided through guarantees, insurance policies or letters of credit obtained by the issuer or sponsor from third parties, through various means of structuring the transaction or through a combination of such approaches. However, the Funds are subject to the credit risk of the person or entities providing the credit enhancements.
The ratings of mortgage-backed securities and asset-backed securities for which third-party credit enhancement provides liquidity protection or protection against losses from default are generally dependent upon the continued creditworthiness of the provider of the credit enhancement. The ratings of such securities could be subject to reduction in the event of deterioration in the creditworthiness of the credit enhancement provider even in cases where the delinquency and loss experience on the underlying pool of assets is better than expected.
Examples of credit support arising out of the structure of the transaction include senior-subordinated securities (multiple class securities with one or more classes subordinate to other classes as to the payment of principal thereof and interest thereon, with the result that defaults on the underlying assets are borne first by the holders of the subordinated class), creation of reserve funds (where cash or investments, sometimes funded from a portion of the payments on the underlying assets, are held in reserve against future losses) and over-collateralization (where the scheduled payments on, or the principal amount of, the underlying assets exceed those required to make payment of the securities and pay any servicing or other fees). The degree of credit support provided for each issue is generally based on historical information with respect to the level of credit risk associated with the underlying assets. Delinquency or loss in excess of that which is anticipated could adversely affect the return on an investment in such a security.
OPERATIONAL RISK
The Funds investments or their service providers may be negatively impacted due to operational risks arising from factors such as processing errors and human errors, inadequate or failed internal or external processes, failures in systems and technology, changes in personnel, and errors caused by third-party service providers or trading counterparties. The use of certain investment strategies that involve manual or additional processing, such as over-the-counter derivatives, increases these risks. Although the Funds attempt to minimize such failures through controls and oversight, it is not possible to identify all of the operational risks that may affect a Fund or to develop processes and controls that completely eliminate or mitigate the occurrence of such failures. A Fund and its shareholders could be negatively impacted as a result.
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In addition, the Funds rely on various sources to calculate their NAV. Therefore, each Fund is subject to certain operational risks associated with reliance on third party service providers and data sources. NAV calculation may be impacted by operational risks arising from factors such as failures in systems and technology. Such failures may result in delays in the calculation of a Funds NAV and/or the inability to calculate NAV over extended time periods. Each Fund may be unable to recover any losses associated with such failures.
OTHER DEPOSITARY RECEIPTS (CDRS, EDRS, GDRS)
Certain Funds may invest in securities that trade in the form of depositary receipts. European Depositary Receipts (EDRs), which are sometimes referred to as Continental Depositary Receipts (CDRs), are receipts issued in Europe typically by non-United States banks and trust companies that evidence ownership of either foreign or domestic securities. Global Depositary Receipts (GDRs) are issued globally and evidence a similar ownership arrangement. Generally, ADRs in registered form are designed for use in the United States securities markets and EDRs and CDRs in bearer form are designed for use in Europe and GDRs are designed for trading in non-U.S. securities markets. The Funds may invest in EDRs, CDRs and GDRs through sponsored or unsponsored facilities. A sponsored facility is established jointly by the issuer of the underlying security and a depositary, whereas a depositary may establish an unsponsored facility without participation by the issuer of the deposited security. Holders of unsponsored depositary receipts generally bear all the costs of such facilities and the depositary of an unsponsored facility frequently is under no obligation to distribute shareholder communications received from the issuer of the deposited security or to pass through voting rights to holders of such receipts in respect of the deposited securities.
There are certain risks associated with investments in unsponsored depositary programs. Because the non-U.S. company does not actively participate in the creation of the depositary program, the underlying agreement for service and payment will be between the depositary and the shareholder. The company issuing the stock underlying the depositary receipts pays nothing to establish the unsponsored facility, as fees for depositary receipt issuance and cancellation are paid by brokers. Investors directly bear the expenses associated with certificate transfer, custody and dividend payment. In an unsponsored depositary program, there also may be several depositaries with no defined legal obligations to the non-U.S. company. The duplicate depositaries may lead to marketplace confusion because there would be no central source of information to buyers, sellers and intermediaries. The efficiency of centralization gained in a sponsored program can greatly reduce the delays in delivery of dividends and annual reports.
Although depositary receipts have risks similar to the securities that they represent, they may also involve higher expenses and may trade at a discount (or premium) to the underlying security. In addition, depositary receipts may not pass-through voting and other shareholder rights, and may be less liquid than the underlying securities listed on an exchange. In addition, with respect to all depositary receipts, there is always the risk of loss due to currency fluctuations.
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PARTICIPATION NOTES, PARTICIPATORY, UNITARY AND OTHER STRUCTURES NOTES
Certain Funds may invest in participation notes, participatory notes, unitary and other similar structured notes (Notes). The Notes are participation interest notes that are issued by banks or broker-dealers and are designed to offer a return linked to a particular underlying equity, debt, currency or market (among other reference assets). If the Notes are held to maturity, the issuer would pay to, or receive from, the purchaser the difference between the nominal value of the underlying instrument at the time of purchase and that instruments value at maturity. The holder of a Note that is linked to a particular underlying security or instrument is usually entitled to receive any dividends paid in connection with that underlying security or instrument, but typically does not receive voting rights as it would if it directly owned the underlying security or instrument. Notes involve transaction costs and are typically used when a Fund is precluded from buying the underlying security by foreign market rules or other reasons. Investments in Notes involve the same risks associated with a direct investment in the underlying securities, instruments or markets that they seek to replicate. In addition, there can be no assurance that there will be a trading market for a Note or that the trading price of a Note will equal the underlying value of the security, instrument or market that it seeks to replicate. Due to liquidity and transfer restrictions, the secondary markets on which a Note is traded may be less liquid than the market for other securities, or may be completely illiquid, which may also affect the ability of a fund to accurately value a Note. Notes typically constitute general unsecured contractual obligations of the banks or broker-dealers that issue them, which subjects a Fund that holds them to counterparty risk of the issuing bank of broker-dealer (or any guarantor) and this risk may be amplified if a Fund purchases Notes from only a small number of banks or broker-dealers. A Note may be indexed positively or negatively and, therefore, the appreciation of the underlying value of the security, instrument or market that it seeks to replicate can produce an increase or decrease in the principal and/or interest payments. Moreover, the rate of return on a Note can be determined by applying a multiplier to the performance of the underlying value of the security, instrument or market that it seeks to replicate (i.e., leveraged), which could magnify the possibility of gain and the risk of loss.
REPURCHASE AGREEMENTS
The Funds may invest in repurchase agreements collateralized by U.S. Government securities, U.S. Treasuries, certificates of deposit and certain bankers acceptances. Repurchase agreements are transactions by which a Fund purchases a security and simultaneously commits to resell that security to the seller (a bank or securities dealer) at an agreed upon price on an agreed upon date (usually within seven days of purchase). The resale price reflects the purchase price plus an agreed upon market rate of interest which is unrelated to the coupon rate or date of maturity of the purchased security. Repurchase agreements involve certain risks not associated with direct investments in the underlying securities. In the event of a default or bankruptcy by the seller, a Fund will seek to liquidate such collateral. The exercise of a Funds right to liquidate such collateral could involve certain costs or delays and, to the extent that proceeds from any sale upon a default of the obligation to repurchase were less than the repurchase price, the Fund could suffer a loss. Repurchase agreements are considered to be loans by an investment company under the 1940 Act.
The use of repurchase agreements involves certain risks. For example, if the seller of the agreements defaults on its obligation to repurchase the underlying securities at a time when the value of these securities has declined, a Fund may incur a loss upon disposition of them. If the seller of the agreement becomes insolvent and subject to liquidation or reorganization under the Bankruptcy Code or other laws, a bankruptcy court may determine that the underlying securities are collateral not within the control of a Fund and therefore subject to sale by the trustee in bankruptcy. Finally, it is possible that a Fund may not be able to substantiate its interest in the underlying securities. While the management of the Trust acknowledges these risks, they will attempt to control such risks through stringent security selection criteria and careful monitoring procedures.
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SHORT SALES
Certain Funds may make short sales of securities as part of their overall portfolio management strategies involving the use of derivative instruments and to offset potential declines in long positions in similar securities. A short sale is a transaction in which a Fund sells a security it does not own in anticipation that the market price of that security will decline.
When a Fund makes a short sale, it will often borrow the security sold short and deliver it to the broker-dealer through which it made the short sale as collateral for its obligation to deliver the security upon conclusion of the sale. In connection with short sales of securities, the Fund may pay a fee to borrow securities or maintain an arrangement with a broker to borrow securities, and is often obligated to pay over any accrued interest and dividends on such borrowed securities.
If the price of the security sold short increases between the time of the short sale and the time that a Fund replaces the borrowed security, a Fund will incur a loss; conversely, if the price declines, a Fund will realize a capital gain. Any gain will be decreased, and any loss increased, by the transaction costs described above. The successful use of short selling may be adversely affected by imperfect correlation between movements in the price of the security sold short and the securities being hedged.
To the extent that a Fund engages in short sales, it will provide collateral to the broker-dealer and (except in the case of short sales against the box) will maintain additional asset coverage in the form of segregated or earmarked assets that the Adviser determines to be liquid in accordance with procedures established by the Board of Trustees and that is equal to the current market value of the securities sold short, or will ensure that such positions are covered by offsetting positions, until a Fund replaces the borrowed security. A short sale is against the box to the extent that a Fund contemporaneously owns, or has the right to obtain at no added cost, securities identical to those sold short. A Fund will engage in short selling to the extent permitted by the federal securities laws and rules and interpretations thereunder. To the extent a Fund engages in short selling in foreign (non-U.S.) jurisdictions, the Fund will do so to the extent permitted by the laws and regulations of such jurisdiction.
SHORT-TERM TRADING
The Funds may engage in short-term trading. Although the Funds will not make a practice of short-term trading, purchases and sales of securities will be made whenever necessary or desirable in the managements view to achieve the investment objective of a Fund. A change in the securities held by a Fund is known as portfolio turnover. Management does not expect that in pursuing a Funds investment objective unusual portfolio turnover will be required and intends to keep turnover to a minimum consistent with each Funds investment objective. The trading costs and tax effects associated with portfolio turnover may adversely affect a Funds performance. The management believes unsettled market economic conditions during certain periods require greater portfolio turnover in pursuing a Funds investment objectives than would otherwise be the case. A higher incidence of portfolio turnover will result in greater transaction costs to a Fund.
SOVEREIGN AND SUPRANATIONAL DEBT OBLIGATIONS
Certain Funds may invest in sovereign and supranational debt obligations. Debt instruments issued or guaranteed by foreign governments, agencies, and supranational (sovereign debt obligations), especially sovereign debt obligations of developing countries, may involve a high degree of risk, and may be in default or present the risk of default. The issuer of the obligation or the governmental authorities that control the repayment of the debt may be unable or unwilling to repay principal and interest when due, and may require renegotiation or rescheduling of debt payments. In addition, prospects for repayment of principal and interest may depend on political as well as economic factors. The total public debt of governments as a percentage of gross domestic product has grown rapidly since the beginning of the 2008 financial downturn. Although high levels of debt do not necessarily indicate or cause economic problems, high levels of debt may create certain systemic risks if sound debt management practices are not implemented. A high national debt level may increase market pressures to meet government funding needs, which may increase borrowing costs and cause a government to issue additional debt, thereby increasing the risk of refinancing. A high national debt also raises concerns that a government may be unable or unwilling to repay the principal or interest on its debt. Unsustainable debt levels can decline the valuation of currencies, and can prevent a government from implementing effective counter-cyclical fiscal policy during economic downturns.
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SUKUK
The EM Debt Fund, EM Local Debt Fund, Total Return Fund, High Yield Bond Fund, and High Income Bond Fund may invest in Sukuk. Foreign and emerging market securities include Sukuk. Sukuk are financial certificates that are similar to bonds but are structured to comply with Shariah law and its investment principles, which, inter alia, prohibit charging or paying interest. Sukuk represent undivided shares in the ownership of certificates and such certificates are linked to a specific investment activity including, but not limited to, tangible assets or the contractual payment obligations of the Sukuk issuer. Generally, issuers of Sukuk include, but are not limited to, international financial institutions, foreign governments and agencies of foreign governments who issue the Sukuk through a secondary issuing vehicle such as a special purpose vehicle. For Sukuk linked to a tangible asset, the Sukuk issuer and/or issuing vehicle maintains title to the underlying asset or pool of assets (the Underlying Asset), and the Sukuk certificate represents an interest in the Underlying Asset. Accordingly, the income or periodic payments to the investor comes from a share in revenues generated from the Underlying Asset, not from interest on the investors money for the Sukuk. For Sukuk that are not linked to a tangible asset, the Sukuk certificate represents a contractual payment obligation of the issuer or issuing vehicle to pay income or periodic payments to the investor and such contractual payment obligation is linked to the issuer or issuing vehicle and not from interest on the investors money for the Sukuk. The issuer and/or issuing vehicle of the Sukuk agrees in advance in the Sukuk base prospectus to repurchase the Sukuk from the investor on a certain date at a certain price.
No collateral, including the Underlying Asset, is pledged as security for the Sukuk. As unsecured investments, Sukuk are backed only by the credit of the issuer or issuing vehicle, which may be a special purpose vehicle that holds no other assets. Sukuk are thus subject to the risk that the issuer or issuing vehicle may not be able to repurchase the Sukuk at the agreed upon date for the agreed upon price, if at all. Furthermore, since the purchasers of Sukuk are investing in an instrument with income or periodic payments linked to the Underlying Asset, investors are subject to the risk that the Underlying Asset may not perform as expected, and the flow of income from the investments may be slower than expected or may cease altogether. In the case that the Sukuk is not linked to an Underlying Asset but instead a contractual obligation of the issuer to pay income or periodic payments, the purchase of Sukuk are subject to the credit risk of the issuer. Sukuk are also subject to the risks associated with developing and emerging market economies, which include, among others, inconsistent accounting and legal principles.
The process to resolve a default on Sukuk may take longer than resolving a default on conventional bonds. It is possible that interpretations of Shariah law by courts or scholars can evolve in ways that may affect the free transferability of Sukuk. In that event, the EM Debt Fund, EM Local Debt Fund, Total Return Fund, High Yield Bond Fund, and the High Income Bond Fund may be required to hold their Sukuk for longer than intended, even if the condition and value of the Underlying Asset deteriorates or if creditworthiness of the issuer or issuing vehicles deteriorates.
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While the Sukuk market has grown significantly in recent years, there may be times when the market is illiquid and it is difficult for the Funds to make an investment in or dispose of Sukuk. Unlike conventional bonds, Sukuk are generally held to maturity and trading is limited to the primary market. Furthermore, the global Sukuk market is significantly smaller than conventional bond markets, and restrictions imposed by the Shariah board of the issuing entity may limit the investable universe of the Funds.
U.S. GOVERNMENT SECURITIES
The Funds may invest in U.S. Government securities to the extent set forth in the Prospectus and this SAI. U.S. Government securities include bills, notes, and bonds issued by the U.S. Treasury and securities issued or guaranteed by agencies or instrumentalities of the U.S. Government.
Some U.S. Government securities are supported by the direct full faith and credit pledge of the U.S. Government; others are supported by the right of the issuer to borrow from the U.S. Treasury; others, such as securities issued by the FNMA, are supported by the discretionary authority of the U.S. Government to purchase the agencies obligations; and others are supported only by the credit of the issuing or guaranteeing instrumentality. There is no assurance that the U.S. Government will be able or willing to repay any principal or interest when due or will provide financial support to a U.S. Government agency, authority, instrumentality or sponsored enterprise when it is not obligated by law to do so.
WARRANTS
A warrant is an instrument issued by a corporation that gives the holder the right to subscribe to a specific amount of the corporations capital stock at a set price for a specified period of time. Warrants do not represent ownership of the securities, but only the right to buy the securities. The prices of warrants do not necessarily move parallel to the prices of underlying securities. Warrants may be considered speculative in that they have no voting rights, pay no dividends, and have no rights with respect to the assets of a corporation issuing them. Once a warrant expires, it has no value in the market. Warrant positions will not be used to increase the leverage of a Fund. Consequently, warrant positions are generally accompanied by cash positions equivalent to the required exercise amount.
WHEN-ISSUED AND DELAYED-DELIVERY SECURITIES
Certain Funds may purchase or sell securities on a when-issued or delayed-delivery basis. For example, delivery of and payment for these securities can take place a month or more after the date of the transaction. The when-issued securities are subject to market fluctuation and no interest accrues to the purchaser during this period. The payment obligation and the interest rate that will be received on the securities are each fixed at the time the purchaser enters into the commitment. Purchasing on a when-issued basis is a form of leveraging and can involve a risk that the yields available in the market when the delivery takes place may actually be higher than those obtained in the transaction itself in which case there could be an unrealized loss at the time of delivery. If the other party to a when-issued transaction fails to deliver or pay for the security, a Fund could miss a favorable price or yield opportunity or suffer a loss.
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The Funds may invest in when-issued municipal obligations. New issues of municipal obligations may be offered on a when-issued or forward delivery basis. The payment obligation and the interest rate that will be received on the municipal obligations offered on this basis are each fixed at the time a Fund commits to the purchase, although settlement, i.e., delivery of and payment for the municipal obligations, takes place beyond customary settlement time (but normally within 45 days of the commitment). Between the time a Fund commits to purchase the when-issued or forward delivery municipal obligation and the time delivery and payment are made, the when-issued or forward delivery municipal obligation is treated as an asset of the Fund and the amount that the Fund is committed to pay for that municipal obligation is treated as a liability of the Fund. No interest on a when-issued or forward delivery municipal obligation is accrued by a Fund until delivery occurs. Although a Fund only makes commitments to purchase when-issued or forward delivery municipal obligations with the intention of actually acquiring them, the Fund may sell these obligations before the settlement date if deemed advisable by the Adviser.
Purchasing municipal obligations on a when-issued or forward delivery basis can involve a risk that the yields available in the market on the settlement date may actually be higher (or lower) than those obtained in the transaction itself and, as a result, the when-issued or forward delivery municipal obligation may have a lesser (or greater) value at the time of settlement than a Funds payment obligation with respect to that municipal obligation. Furthermore, if a Fund sells the when-issued or forward delivery municipal obligation before the settlement date or if a Fund sells other obligations from the Funds portfolio in order to meet the payment obligations, the Fund may realize a capital gain, which is not exempt from federal income taxation.
Municipal obligations purchased on a when-issued or forward delivery basis and the securities held in a Funds portfolio are subject to changes in value (both generally changing in the same way, that is, both experiencing appreciation when interest rates decline and depreciation when interest rates rise) based upon the publics perception of the creditworthiness of the issuer and changes, real or anticipated, in the level of interest rates. In order to invest a Funds assets immediately, while awaiting delivery of securities purchased on a when-issued or forward delivery basis, short-term obligations that offer same day settlement and earnings normally are purchased. Although short-term investments normally are in tax-exempt securities, short-term taxable securities may be purchased if suitable short-term tax-exempt securities are not available. At the time a Fund enters into a transaction on a when-issued or forward delivery basis, it will segregate cash, cash equivalents or high quality debt securities equal to the amount of the when-issued or forward delivery commitment. For the purpose of determining the adequacy of the securities segregated, the securities are valued at market value. If the market value of such securities declines, additional cash or high quality debt securities are segregated daily so that the value of the segregated securities equals the amount of a Funds commitments. On the settlement date of the when-issued or forward delivery securities, a Funds obligations are met from then-available cash flow, sale of segregated securities, sale of other securities or, although not normally expected, from sale of the when-issued or forward delivery securities themselves (which may have a value greater or lesser than a Funds payment obligations).
ZERO COUPON OBLIGATIONS
The Funds may invest in zero coupon obligations, which are fixed income securities that do not make regular interest payments. Instead, zero coupon obligations are sold at substantial discounts from their face value. A Fund will accrue income on these investments for tax and accounting purposes, which is distributable to shareholders and which, because no cash is received at the time of accrual, may require the liquidation of other portfolio securities to satisfy a Funds distribution obligations, in which case the Fund will forego the purchase of additional income-producing assets with these funds. The difference between a zero coupon obligations issue or purchase price and its face value represents the imputed interest an investor will earn if the obligation is held until maturity. Zero coupon obligations may offer investors the opportunity to earn higher yields than those available on ordinary interest-paying obligations of similar credit quality and maturity. However, zero coupon obligation prices may also exhibit greater price volatility than ordinary fixed income securities because of the manner in which their principal and interest are returned to the investor.
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PORTFOLIO TURNOVER
For the purposes of this section, the term Adviser also includes the Subadvisers for the Funds.
The Adviser manages each Fund generally without regard to restrictions on portfolio turnover. In general, a Fund will not trade for short-term profits, but when circumstances warrant, investments may be sold without regard to the length of time held. The primary consideration in placing portfolio security transactions with broker-dealers for execution is to obtain, and maintain the availability of, execution at the most favorable prices and in the most effective manner possible. The Adviser engages in portfolio trading for a Fund if it believes a transaction net of costs (including custodian charges) will help achieve the investment objective of the Fund. In managing a Funds portfolio, the Adviser seeks to take advantage of market developments, yield disparities and variations in the creditworthiness of issuers. Expenses to each Fund, including brokerage commissions, and the realization of capital gains that are taxable to the Funds shareholders tend to increase as the portfolio turnover increases.
For the fiscal periods ended October 31, 2016 and October 31, 2015, the portfolio turnover rate for each Fund was:
| Fund | 2016 | 2015 |
| EM Debt Fund | 91% | 90% |
| EM Local Debt Fund | 96% | 186% |
| Frontier Markets Fund | 8% | 66% |
| Total Return Fund | 47% | 26% |
| Asia Ex-Japan Smaller Companies Equity Fund | 93% | 146% |
| High Yield Bond Fund(1) | 50% | 31% |
| High Income Bond Fund(1) | 47% | 24% |
| Global Equity Volatility Focused Fund(2) | 41% | N/A |
| Euro High Yield Bond Fund(3) | 20% | N/A |
| (1) | The High Yield Bond Fund and the High Income Bond Fund commenced operations on July 14, 2015. |
| (2) | The Global Equity Volatility Focused Fund commenced operations on November 4, 2015. |
| (3) | The Euro High Yield Bond Fund commenced operations on January 19, 2016. |
If a Fund has a high portfolio turnover rate (e.g., 100% or more), transaction costs incurred by the Fund, and the realized capital gains and losses may be greater than those of a Fund with a lesser portfolio turnover rate. See Portfolio Transactions and Tax Matters.
PORTFOLIO TRANSACTIONS
For the purposes of this section, the term Adviser also includes the Subadvisers for the Funds.
The Adviser is primarily responsible for portfolio decisions and the placing of portfolio transactions. The Trust has no obligation to deal with any broker-dealer or group of broker-dealers in the execution of transactions in portfolio securities for the Funds. Allocation of transactions, including their frequency, to various broker-dealers is determined by the Adviser in its best judgment and in a manner deemed to be in the best interest of each Funds shareholders rather than by any formula. In placing orders for each Fund, the primary consideration is prompt execution of orders in an effective manner at the most favorable price, although each Fund does not necessarily pay the lowest spread or commission available. Other factors taken into consideration are the dealers general execution and operational facilities, the type of transaction involved and other factors such as the dealers risk in positioning the securities. To the extent consistent with applicable legal requirements, the Adviser may place orders for the purchase and sale of investments for a Fund with a broker-dealer affiliate of the Adviser.
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The Adviser may, in circumstances in which two or more broker-dealers are in a position to offer comparable results, and subject to certain conditions, give preference to a broker-dealer that has provided statistical or other research services to the Adviser. By allocating transactions in this manner, the Adviser is able to supplement its research and analysis with the views and information of securities firms. These services, which in some cases may also be purchased for cash, include such matters as general economic and security market reviews, industry and company reviews, evaluations of securities and recommendations as to the purchase and sale of securities. Some of these services are of value to the Adviser in advising several of its clients (including the Funds), although not all of these services are necessarily useful and of value in managing each Fund. The management fee paid from each Fund is not reduced because the Adviser and its affiliates receive such services.
Generally, fixed income securities and money market securities are traded on a principal basis and do not involve brokerage commissions. Under the 1940 Act, persons affiliated with HSBC Bank USA, N.A. (HSBC Bank), the Adviser, a Fund or Foreside Distribution Services, L.P. (Foreside or Distributor) are generally prohibited from dealing with a Fund as a principal in the purchase and sale of securities. A Fund may purchase securities from underwriting syndicates of which the Distributor or other affiliate is a member under certain conditions in accordance with the provisions of a rule adopted under the 1940 Act. Under the 1940 Act, persons affiliated with the Adviser, a Fund or the Distributor may act as a broker for the Fund. In order for such persons to effect any portfolio transactions for a Fund, the commissions, fees or other remuneration received by such persons must be reasonable and fair compared to the commissions, fees or other remunerations paid to other brokers in connection with comparable transactions involving similar securities being purchased or sold on an exchange during a comparable period of time. This standard would allow the affiliate to receive no more than the remuneration that would be expected to be received by an unaffiliated broker in a commensurate arms-length transaction. The Trustees of the Trust regularly review any commissions paid by the Funds to affiliated brokers. Unless authorized by law, the Funds will not do business with nor pay commissions to affiliates of the Adviser in any portfolio transactions where they act as principal. These restrictions may preclude the Funds from purchasing or selling, or may limit the Funds purchase and sale of, certain securities, particularly in Asian markets in which affiliates of the Adviser are active brokers or dealers with large market shares, including markets in which certain Funds may invest. Moreover, these restrictions could potentially have an impact on a Funds performance and liquidity of portfolio holdings.
As permitted by Section 28(e) of the Securities Exchange Act of 1934, as amended (the 1934 Act), the Adviser may cause a Fund to pay a broker-dealer which provides brokerage and research services (as defined in the 1934 Act) to the Adviser an amount of commission for effecting a securities transaction for a Fund in excess of the commission which another broker-dealer would have charged for effecting that transaction, provided the Adviser determines in good faith that the greater commission is reasonable in relation to the value of the brokerage and research services provided by the executing broker-dealer viewed in terms of either a particular transaction or its respective overall responsibilities to the Fund or to its other clients. Not all of such services are useful or of value in advising each Fund.
The term brokerage and research services includes advice as to the value of securities, the advisability of investing in, purchasing, or selling securities, and the availability of securities or of purchasers or sellers of securities; furnishing analyses and reports concerning issues, industries, securities, economic factors and trends, portfolio strategy and the performance of accounts; and effecting securities transactions and performing functions incidental thereto, such as clearance and settlement. Although commissions paid on every transaction will, in the judgment of the Adviser, be reasonable in relation to the value of the brokerage services provided, commissions exceeding those which another broker might charge may be paid to broker-dealers who were selected to execute transactions on behalf of the Funds and the Advisers other clients in part for providing advice as to the availability of securities or of purchasers or sellers of securities and services in effecting securities transactions and performing functions incidental thereto, such as clearance and settlement. The SEC has published interpretative guidance that tightened previously existing standards concerning the types of expenses that qualify for the Section 28(e) safe harbor and set forth certain steps that investment advisers would need to take in order to ensure such qualification.
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Investment decisions for each Fund and for the other investment advisory clients of the Adviser are made with a view to achieving their respective investment objectives. Investment decisions are the product of many factors in addition to basic suitability for the particular client involved. Thus, a particular security may be bought for certain clients even though it could have been sold for other clients at the same time, and a particular security may be sold for certain clients even though it could have been bought for other clients at the same time. Likewise, a particular security may be bought for one or more clients when one or more other clients are selling that same security. In some instances, one client may sell a particular security to another client. Two or more clients may simultaneously purchase or sell the same security, in which event each days transactions in that security are, insofar as practicable, averaged as to price and allocated between such clients in a manner which in the Advisers opinion is equitable to each and in accordance with the amount being purchased or sold by each. In addition, when purchases or sales of the same security for a Fund and for other clients of the Adviser occur contemporaneously, the purchase or sale orders may be aggregated in order to obtain any price advantage available to large denomination purchases or sales. There may be circumstances when purchases or sales of portfolio securities for one or more clients will have an adverse effect on other clients in terms of the price paid or received or of the size of the position obtainable. It is recognized that, in some cases, this system could have a detrimental effect on the price or volume of the security as far as a Fund is concerned. In other cases, however, the Adviser believes that the Funds ability to participate in volume transactions will produce better executions for the Funds.
The Board has adopted a policy to ensure compliance with Rule 12b-1(h) under the 1940 Act in the selection of broker-dealers to execute portfolio transactions for the Funds. Generally, Rule 12b-1(h) prohibits the Funds from compensating a broker-dealer for promotion or sale of Fund shares by directing to the broker-dealer securities transactions or remuneration received or to be received from such portfolio securities transactions.
If a Fund invests primarily in fixed income securities, it is anticipated that most purchases and sales will be with the issuer or with underwriters of or dealers in those securities, acting as principal. Accordingly, such Funds would not ordinarily pay significant brokerage commissions with respect to their securities transactions.
In the United States and in some other countries debt securities are traded principally in the over-the-counter market on a net basis through dealers acting for their own account and not as brokers. In other countries, both debt and equity securities are traded on exchanges at fixed commission rates. The cost of securities purchased from underwriters includes an underwriters commission or concession, and the prices at which securities are purchased and sold from and to dealers include a dealers mark-up or mark-down. The Adviser normally seeks to deal directly with the primary market makers or on major exchanges unless, in its opinion, better prices are available elsewhere. Subject to the requirement of seeking execution at the best available price, securities may, as authorized by each Funds investment advisory contract, be bought from or sold to dealers who have furnished statistical, research and other information or services to the Adviser. At present, no arrangements for the recapture of commission payments are in effect.
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For the fiscal years ended October 31, 2016, 2015, and 2014, the Funds paid aggregate brokerage commissions as shown in the following table:
| Fund | 2016 | 2015 | 2014 |
| EM Debt Fund | $64 | $99 | $156 |
| EM Local Debt Fund | $0 | $0 | $0 |
| Frontier Markets Fund | $343,282 | $919,330 | $914,106 |
| Total Return Fund | $3,420 | $18, 230 | $6,562 |
| Asia ex-Japan Smaller Companies Equity Fund(1) |
$22,507 | $42,877 | N/A |
| Global High Yield Bond Fund(2) | $0 | $0 | N/A |
| Global High Income
Bond Fund(2) |
$0 | $0 | N/A |
| Global Equity Volatility Focused Fund(3) |
$0 | N/A | N/A |
| Euro High Yield Bond Fund(4) | $0 | N/A | N/A |
| (1) |
The Asia ex-Japan Smaller Companies Equity Fund commenced operations on November 11, 2014. |
| (2) |
The Global High Yield Bond Fund and the Global High Income Bond Fund commenced operations on July 14, 2015. |
| (3) |
The Global Equity Volatility Focused Fund commenced operations on November 4, 2015. |
| (4) |
The Euro High Yield Bond Fund commenced operations on January 19, 2016. |
During the fiscal year ended October 31, 2016, the Funds acquired securities issued by their regular brokers or dealers, or their parent companies, as reflected in the table below. The following shows the aggregate holdings of the securities of each such issuer as of October 31, 2016. (For these purposes a regular broker or dealer includes any of the (a) ten brokers or dealers that received the greatest dollar amount of brokerage commissions by virtue of direct or indirect participation in the Trusts portfolio transactions during its most recent fiscal year, (b) ten brokers or dealers that engaged as principal in the largest dollar amount of portfolio transactions of the Trust during its most recent fiscal year, or (c) ten brokers or dealers that sold the largest dollar amount of securities of the Funds during the Trusts most recent fiscal year.)
| Fund | Bank of America |
Citigroup | J.P. Morgan |
Deutsche Bank |
Credit Suisse |
BNP Paribas | Goldman Sachs |
Societe Generale |
Wells Fargo & Co. |
| Frontier Markets Fund |
$0 | $0 | $351,929 | $0 | $0 | $0 | $0 | $324,567 | $0 |
| Global High Yield Bond Fund |
$102,874 | $157,254 | $123,300 | $0 | $0 | $0 | $70,350 | $0 | $78,188 |
| Global High Income Bond Fund |
$119,872 | $337,395 | $0 | $0 | $109,648 | $0 | $265,780 | $112,409 | $89,787 |
| Global Equity Volatility Focused Fund |
$0 | $0 | $246,358 | $0 | $0 | $0 | $142,057 | $0 | $0 |
| Euro High Yield Bond Fund (USD Hedged) |
$0 | $0 | $0 | $111,892 | $238,774 | $219,523 | $0 | $0 | $0 |
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DISCLOSURE OF PORTFOLIO HOLDINGS
The Board of Trustees has adopted policies and procedures relating to disclosure of the Trusts portfolio securities (the Policy). The Policy is designed to ensure that the disclosure of holdings information where necessary to the Trusts operation or useful to the Trusts shareholders without compromising the integrity or performance of the Trust. Disclosure of information regarding the portfolio holdings of the Funds occurs only upon the determination, by the Trusts Chief Compliance Officer (CCO), that such disclosure is in the best interests of the Funds shareholders and that it does not present a conflict of interest between the shareholders and the Adviser, principal underwriter, or any affiliated person of the Funds, the Adviser, its principal underwriter or any subadviser of the Funds.
Pursuant to applicable law, the Trust is required to disclose its complete portfolio holdings quarterly, within 60 days of the end of each fiscal quarter. The Trust discloses a complete schedule of investments in each Semi-Annual Report and Annual Report to Shareholders or, following the first and third fiscal quarters, in quarterly holdings reports filed with the SEC on Form N-Q. Semi-Annual and Annual Reports are distributed to shareholders. Quarterly holdings reports filed with the SEC on Form N-Q are not distributed to shareholders, but are also available, free of charge, on the EDGAR database on the SECs website at www.sec.gov. These reports are also available, free of charge, on the Trusts website at www.emfunds.us.hsbc.com or at www.investorfunds.us.hsbc.com.
The Trusts website also provides information about each Funds top 10 holdings, sector holdings and other characteristics data as of the end of the most recent month. The Trust may publish the Funds full portfolio holdings thirty (30) days after the end of each month. This information is available until updated as of the following month. The information on the Trusts website is publicly available to all categories of persons.
The Trust or the Adviser may share non-public holdings information of the Trust sooner than 60 days of the end of the fiscal quarter with the Adviser and other service providers to the Trust (including the Trusts custodian, the Sub-Administrator; and pricing services such as FT Interactive). In addition, the Trust may share non-public holdings information with mutual fund ranking and NRSROs, including Standard & Poors Corporation, Morningstar, Lipper Analytical Services and Bloomberg L.P. These service providers and other entities owe contractual, fiduciary, or other legal duties of confidentiality to the Trust or the Adviser that foster reasonable expectations that holdings information will not be misused. The Trusts officers may authorize disclosure of the Trusts holdings portfolio information to service providers where such service provider needs information to fulfill its duties.
The Trust may also disclose information about portfolio holdings to mutual fund evaluation services that agree not to disclose the information to third parties and that enter into a Confidentiality Agreement. Such Confidentiality Agreement provides, among other things, that non-public portfolio holdings information will be kept confidential and that such information will be used solely for the purpose of analysis and evaluation of the portfolio. Disclosures may be made to other third parties under a Confidentiality Agreement satisfactory to Fund counsel and the Trusts CCO. The Confidentiality Agreement prohibits anyone in possession of non-public holdings information from purchasing or selling securities based on such information, or from disclosing such information to other persons, except for those who are actually engaged in, and need to know, such information to perform services for the portfolio.
Currently, the Trust has arrangements to provide additional disclosure of holdings information to the following evaluation services: Lipper Analytical Services (10 days after the end of each month), Morningstar (between 60-70 days after the end of each quarter), Bloomberg L.P. (60 days after the end of each quarter) and Standard & Poors Corporation (between 3-5 days after the end of each week).
53
No compensation or other consideration is paid to or received by any party in connection with the disclosure of holdings information, including the Trust, the Adviser and its affiliates.
Pursuant to the Policy, the CCO may authorize exceptions and allow disclosures under other circumstances he or she deems appropriate. In addition, a Fund may disclose its holdings, as appropriate, in conformity with the foregoing principles. Compliance with the Policy (including the use of the portfolio holdings information) will be monitored by the CCO or his or her designee on a regular basis, and any violations constituting a Material Compliance Matter as defined under Rule 38a-1 of the 1940 Act will be reported by the CCO to the Board.
INVESTMENT RESTRICTIONS
The Trust, with respect to each Fund, has adopted certain fundamental and non-fundamental investment restrictions. Fundamental investment restrictions may not be changed without approval by holders of a majority of the outstanding voting securities of a Fund. The term majority of the outstanding voting securities as used in this SAI means the vote of the lesser of (i) 67% or more of the outstanding voting securities of the Fund present at a meeting, if the holders of more than 50% of the outstanding voting securities are present or represented by proxy, or (ii) more than 50% of the outstanding voting securities. The term voting securities as used in this paragraph has the same meaning as in the 1940 Act.
ALL FUNDS
NON-FUNDAMENTAL INVESTMENT RESTRICTIONS
Each of the Funds is subject to the following non-fundamental restrictions, in addition to the fundamental restrictions set forth below under the headings for each Fund:
1. The Fund may not purchase on margin, except for use of short-term credit as may be necessary for the clearance of purchases and sales of securities, but it may make margin deposits in connection with transactions in options, futures, and options on futures.
2. The Fund may not sell securities short, unless it owns or has the right to obtain securities equivalent in kind and amount to the securities sold short, and provided that transactions in options and futures contracts are not deemed to constitute short sales of securities, except under such conditions as may be set forth in the Prospectus and in this SAI.
3. The Fund may not invest in securities of any registered investment company except to the extent permitted under the 1940 Act generally or in accordance with any exemptive order granted to the Trust by the SEC.
4. The Fund may not directly purchase securities or other instruments issued by companies that manufacture cluster munitions or anti-personnel mines. The Adviser uses the definitions within the 1997 Mine Ban Treaty and the 2008 Convention on Cluster Bombs for guidance and implementation. The Fund may purchase securities of registered investment companies, ETNs or other pooled vehicles that invest in companies that manufacture cluster munitions or anti-personnel mines.
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FUNDAMENTAL INVESTMENT RESTRICTIONS
EM DEBT FUND
As a matter of fundamental policy, the Fund may (except that none of the following investment restrictions shall prevent the Fund from investing all of its assets in separate registered investment companies with substantially the same investment objectives):
1. borrow money to the extent permitted under the 1940 Act and the rules and regulations thereunder;
2. issue any senior securities to the extent permitted under the 1940 Act and the rules and regulations thereunder;
3. not act as an underwriter of securities issued by others, except to the extent it could be considered an underwriter in the acquisition and disposition of restricted securities;
4. not concentrate its investments in any one industry (excluding the U.S. Government, its agencies or instrumentalities and repurchase agreements collateralized by such investments), except to the extent permitted under the 1940 Act and the rules and regulations thereunder;
5. purchase or sell real estate or any interest therein (such as securities or instruments backed by or related to real estate) to the extent permitted under the 1940 Act and the rules and regulations thereunder;
6. purchase or sell commodities, including physical commodities, or contracts, instruments and interests relating to commodities to the extent permitted under the 1940 Act and the rules and regulations thereunder; and
7. make loans to the extent permitted under the 1940 Act and the rules and regulations thereunder.
EM LOCAL DEBT FUND
As a matter of fundamental policy, the Fund may (except that none of the following investment restrictions shall prevent the Fund from investing all of its assets in separate registered investment companies with substantially the same investment objectives):
1. not borrow money, except to the extent permitted under the 1940 Act;
2. not issue any senior securities, except as permitted under the 1940 Act;
3. not act as underwriter of securities within the meaning of the 1933 Act, except insofar as they might be deemed to be underwriters upon disposition of certain portfolio securities acquired within the limitation of purchases of restricted securities;
4. not purchase or sell real estate, provided that the Fund may invest in securities secured by real estate or interests therein or issued by companies that invest in real estate or interests therein or are engaged in the real estate business, including real estate investment trusts;
55
5. not purchase or sell commodities or commodity contracts, except that the Fund may deal in forward foreign exchange transactions between currencies of the different countries in which it may invest and purchase and sell stock index and currency options, stock index futures, financial futures and currency futures contracts and related options on such futures;
6. not make loans except through loans of portfolio securities, entry into repurchase agreements, acquisitions of securities consistent with its investment objective and policies and as otherwise permitted by the 1940 Act; and
7. not purchase any securities, which would cause 25% or more of the value of the Funds total assets at the time of purchase to be invested in the securities of one or more issuers conducting their principal business activities in the same industry, provided that (a) there is no limitation with respect to (i) instruments issued or guaranteed by the United States, any state, territory or possession of the United States, the District of Columbia or any of their authorities, agencies, instrumentalities or political subdivisions, and (ii) repurchase agreements secured by the instruments described in clause (i); (b) wholly-owned finance companies will be considered to be in the industries of their parents if their activities are primarily related to financing the activities of the parents; and (c) utilities will be divided according to their services; for example, gas, gas transmission, electric and gas, electric and telephone will each be considered a separate industry.
In applying fundamental policy number 7, mortgage-backed securities need not be considered a single industry, and shall be classified as follows for purposes of the concentration policy. Mortgage-backed securities issued by governmental agencies and government-related organizations shall be excluded from the limitation in fundamental policy number 7.
FRONTIER MARKETS FUND
As a matter of fundamental policy, the Fund may (except that none of the following investment restrictions shall prevent the Fund from investing all of its assets in separate registered investment companies with substantially the same investment objective):
1. borrow money to the extent permitted under the 1940 Act and the rules and regulations thereunder;
2. issue any senior securities to the extent permitted under the 1940 Act and the rules and regulations thereunder;
3. not act as an underwriter of securities issued by others, except to the extent it could be considered an underwriter in the acquisition and disposition of restricted securities;
4. not concentrate its investments in any one industry (excluding the U.S. Government, its agencies or instrumentalities and repurchase agreements collateralized by such investments), except to the extent permitted under the 1940 Act and the rules and regulations thereunder; provided, however, that the Fund will, under normal market conditions, concentrate its investments in the securities of issuers in the financial services group of industries;
56
5. purchase or sell real estate or any interest therein (such as securities or instruments backed by or related to real estate) to the extent permitted under the 1940 Act and the rules and regulations thereunder;
6. purchase or sell commodities, including physical commodities, or contracts, instruments and interests relating to commodities to the extent permitted under the 1940 Act and the rules and regulations thereunder; and
7. make loans to the extent permitted under the 1940 Act and the rules and regulations thereunder.
TOTAL RETURN FUND
As a matter of fundamental policy, the Fund may (except that none of the following investment restrictions shall prevent the Fund from investing all of its assets in separate registered investment companies with substantially the same investment objective):
1. borrow money to the extent permitted under the 1940 Act and the rules and regulations thereunder;
2. issue any senior securities to the extent permitted under the 1940 Act and the rules and regulations thereunder;
3. not act as an underwriter of securities issued by others, except to the extent it could be considered an underwriter in the acquisition and disposition of restricted securities;
4. not concentrate its investments in any one industry (excluding the U.S. Government, its agencies or instrumentalities and repurchase agreements collateralized by such investments), except to the extent permitted under the 1940 Act and the rules and regulations thereunder;
5. purchase or sell real estate or any interest therein (such as securities or instruments backed by or related to real estate) to the extent permitted under the 1940 Act and the rules and regulations thereunder;
6. purchase or sell commodities, including physical commodities, or contracts, instruments and interests relating to commodities to the extent permitted under the 1940 Act and the rules and regulations thereunder; and
7. make loans to the extent permitted under the 1940 Act and the rules and regulations thereunder.
ASIA EX-JAPAN SMALLER COMPANIES EQUITY FUND
As a matter of fundamental policy, the Fund may (except that none of the following investment restrictions shall prevent the Fund from investing all of their assets in separate registered investment companies with substantially the same investment objectives):
1. borrow money to the extent permitted under the 1940 Act and the rules and regulations thereunder;
57
2. issue any senior securities to the extent permitted under the 1940 Act and the rules and regulations thereunder;
3. not act as an underwriter of securities issued by others, except to the extent it could be considered an underwriter in the acquisition and disposition of restricted securities;
4. not concentrate its investments in any one industry (excluding the U.S. Government, its agencies or instrumentalities and repurchase agreements collateralized by such investments), except to the extent permitted under the 1940 Act and the rules and regulations thereunder; provided, however, that the Fund may invest up to 35% of its total assets in the securities of issuers in a particular industry if, at the time of investment, that industry represents 20% or more of the Funds then-current benchmark index;
5. purchase or sell real estate or any interest therein (such as securities or instruments backed by or related to real estate) to the extent permitted under the 1940 Act and the rules and regulations thereunder;
6. purchase or sell commodities, including physical commodities, or contracts, instruments and interests relating to commodities to the extent permitted under the 1940 Act and the rules and regulations thereunder; and
7. make loans to the extent permitted under the 1940 Act and the rules and regulations thereunder.
GLOBAL HIGH YIELD BOND FUND AND GLOBAL HIGH INCOME BOND FUND
As a matter of fundamental policy, each Fund may (except that none of the following investment restrictions shall prevent the Funds from investing all of their assets in separate registered investment companies with substantially the same investment objectives):
1. borrow money to the extent permitted under the 1940 Act and the rules and regulations thereunder;
2. issue any senior securities to the extent permitted under the 1940 Act and the rules and regulations thereunder;
3. not act as an underwriter of securities issued by others, except to the extent it could be considered an underwriter in the acquisition and disposition of restricted securities;
4. not concentrate its investments in any one industry (excluding the U.S. Government, its agencies or instrumentalities and repurchase agreements collateralized by such investments), except to the extent permitted under the 1940 Act and the rules and regulations thereunder;
5. purchase or sell real estate or any interest therein (such as securities or instruments backed by or related to real estate) to the extent permitted under the 1940 Act and the rules and regulations thereunder;
58
6. purchase or sell commodities, including physical commodities, or contracts, instruments and interests relating to commodities to the extent permitted under the 1940 Act and the rules and regulations thereunder; and
7. make loans to the extent permitted under the 1940 Act and the rules and regulations thereunder.
GLOBAL EQUITY VOLATILITY FOCUSED FUND
As a matter of fundamental policy, the Fund may (except that none of the following investment restrictions shall prevent the Fund from investing all of their assets in separate registered investment companies with substantially the same investment objectives):
1. borrow money to the extent permitted under the 1940 Act and the rules and regulations thereunder;
2. issue any senior securities to the extent permitted under the 1940 Act and the rules and regulations thereunder;
3. not act as an underwriter of securities issued by others, except to the extent it could be considered an underwriter in the acquisition and disposition of restricted securities;
4. not concentrate its investments in any one industry (excluding the U.S. Government, its agencies or instrumentalities and repurchase agreements collateralized by such investments), except to the extent permitted under the 1940 Act and the rules and regulations thereunder; provided, however, that the Fund may invest up to 35% of its total assets in the securities of issuers in a particular industry if, at the time of investment, that industry represents 20% or more of the Funds then-current benchmark index;
5. purchase or sell real estate or any interest therein (such as securities or instruments backed by or related to real estate) to the extent permitted under the 1940 Act and the rules and regulations thereunder;
6. purchase or sell commodities, including physical commodities, or contracts, instruments and interests relating to commodities to the extent permitted under the 1940 Act and the rules and regulations thereunder; and
7. make loans to the extent permitted under the 1940 Act and the rules and regulations thereunder.
EURO HIGH YIELD BOND FUND
As a matter of fundamental policy, the Fund may (except that none of the following investment restrictions shall prevent the Fund from investing all of their assets in separate registered investment companies with substantially the same investment objectives):
1. borrow money to the extent permitted under the 1940 Act and the rules and regulations thereunder;
59
2. issue any senior securities to the extent permitted under the 1940 Act and the rules and regulations thereunder;
3. not act as an underwriter of securities issued by others, except to the extent it could be considered an underwriter in the acquisition and disposition of restricted securities;
4. not concentrate its investments in any one industry (excluding the U.S. Government, its agencies or instrumentalities and repurchase agreements collateralized by such investments), except to the extent permitted under the 1940 Act and the rules and regulations thereunder;
5. purchase or sell real estate or any interest therein (such as securities or instruments backed by or related to real estate) to the extent permitted under the 1940 Act and the rules and regulations thereunder;
6. purchase or sell commodities, including physical commodities, or contracts, instruments and interests relating to commodities to the extent permitted under the 1940 Act and the rules and regulations thereunder; and
7. make loans to the extent permitted under the 1940 Act and the rules and regulations thereunder.
For each Fund, the Adviser or Subadviser may analyze the characteristics of a particular issuer and security and assign an industry classification consistent with those characteristics in the event that either a third-party classification provider used by the Adviser or Subadviser or another fund service provider does not assign a classification or assigns a classification inconsistent with that believed appropriate by the Adviser or Subadviser based on their analysis of the economic characteristics of the issuer. In addition, for purposes of the EM Local Debt Funds fundamental investment restriction regarding the purchase or sale of commodities or commodity contracts, the Fund will not treat a financial instrument, including a swap or other derivative instrument, that may be considered a commodity interest under applicable law as a commodity or commodity contract, unless the instrument seeks to replicate the performance of physical commodities.
PERCENTAGE AND RATING RESTRICTIONS
If a percentage restriction or a rating restriction on investment or utilization of assets set forth above or referred to in a Funds Prospectus is adhered to at the time an investment is made or assets are so utilized, a later change in percentage resulting from changes in the value of the securities held by a Fund or a later change in the rating of a security held by a Fund is not considered a violation of policy. However, the Adviser will consider such change in its determination of whether to continue to hold the security and provided further, that the Adviser will take appropriate steps, which may include the disposition of portfolio securities, as may be necessary to satisfy the applicable requirements of the 1940 Act and/or the rules thereunder with respect to the Funds investments in illiquid securities or any borrowings by the Fund.
60
MANAGEMENT OF THE TRUST
BOARD OF TRUSTEES
Overall responsibility for management of HSBC Funds (the Trust) rests with the Board of Trustees (the Board). The Trustees elect the officers of the Trust and appoint service providers to manage the Trusts day-to-day operations. The Trustees meet regularly to discuss and consider matters concerning the Trust and to oversee the Trusts activities, including the investment performance of the Funds and the operation of the Trusts compliance program, and to evaluate and address potential conflicts and risks associated with the Trusts activities.
Board Composition And Leadership Structure
The Trust has a Board of Trustees. The Board consists of five Trustees, four of whom are not interested persons (as that term is defined by Section 2(a)(19) of the 1940 Act) of the Trust (the Independent Trustees), and one of whom is an interested person of the Trust (the Interested Trustee) by virtue of her employment with the Adviser. The Board is responsible for the overall management of the Trust, including general supervision and review of the Trusts investment activities. The Board elects the officers of the Trust who are responsible for administering the Trusts day-to-day operations.
The Chairman of the Board, Mr. Robards, is an Independent Trustee, and, among other duties and responsibilities, serves as a point person for communications between the Trustees and the Trusts management. The Trustees interact directly with the Chairman, Chairs of the Trusts standing Committees, each other, the Trusts officers, and senior management of the Adviser and other service providers of the Trust at scheduled meetings and between meetings, as appropriate.
The Board has established the following standing committees: the Audit Committee; the Valuation and Investment Oversight Committee; and the Nominating and Corporate Governance Committee (the Committees) to facilitate the Trustees effective oversight of the management of those aspects of the Trusts operations. Each Committee has a Chair, who is an Independent Trustee. Each Committees responsibilities are discussed in greater detail below. By assigning areas of responsibility to committees of Trustees, and to the full Board, the Boards leadership structure enables it to exercise informed and independent judgment over the matters within its purview.
Boards Role In Risk Oversight Of The Trust
The Board, as a whole, considers risk management issues as part of its general oversight responsibilities throughout the year at regular Board meetings, as does each Committee of the Trust. The Board and its Committees consider risk management through, among other things, regular reports that have been developed by management, in consultation with the Board, its Committees, and counsel. These reports address investment, valuation, operations, and compliance matters. The Board and its Committees may also receive special written reports or presentations on a variety of risk issues, either upon request or upon the managers initiative. In addition, the Valuation and Investment Oversight Committee of the Board meets regularly with the managers internal risk department to review reports on their examinations of liquidity risks to the Funds investment portfolios.
With respect to investment risk, the Board receives regular written reports describing and analyzing the investment performance of the Funds, which may include the comparison of the Funds performance to their respective benchmarks and/or peer groups when applicable. In addition, investment personnel for the Funds meet regularly with the Board to discuss Fund performance, including investment risk, liquidity and market updates. Also, to the extent that a Fund changes a particular investment strategy or invests in a new type of security that could have a material effect on the Funds risk profile, the Board generally is consulted.
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With respect to valuation, the Board receives regular written reports summarizing the discussions from the Advisers internal Pricing and Valuation Committee meetings. The Trusts sub-administrator provides regular written reports to the Board that enable the Board to monitor the number of fair valued securities in a particular Fund, the reasons for the fair valuation and the methodology used to arrive at the fair value. In addition, the Trusts Audit Committee reviews certain valuation matters with the Funds Treasurer and the Trusts independent auditors in connection with the Committees review of the results of the audit of the Funds annual financial statements.
With respect to compliance risks, the Board and the Audit Committee receive regular compliance reports and meets regularly with the CCO to discuss compliance issues, including compliance risks. In accordance with SEC rules, the Independent Trustees meet regularly in executive session with the CCO, and the CCO prepares and presents an annual written compliance report to the Board. The Board also meets regularly with the Chief Compliance Officer of the Adviser. The Board adopts compliance policies and procedures for the Trust and approves such procedures of certain of the Trusts service providers, such as the Adviser and the Subadvisers (as applicable). The compliance policies and procedures are specifically designed to detect and prevent violations of the federal securities laws.
Qualifications Of The Trustees
The names of the Trustees, their addresses, ages, positions held with the Trust, principal occupation(s) during the past five years, number of portfolios in the fund complex overseen, and other directorships held by each Trustee are set forth below.
TRUSTEES
| Other | |||||
| Principal | Portfolios in | Directorships | |||
| Occupation(s) | Fund Complex | Held By Trustee | |||
| Position(s) Held | Length of Time | During Past 5 | Overseen by | During the Past | |
| Name1 | With Trust | Served | Years | Trustee2 | 5 Years3 |
| Independent Trustees | |||||
| Ellington | |||||
| Private Investor (2003 present) |
Residential | ||||
| Mortgage REIT | |||||
| (NYSE listed real | |||||
| estate investment | |||||
| trust) (2013 | |||||
| present); | |||||
| Ellington | |||||
| Thomas F. | Financial LLC | ||||
| Robards | Trustee | 2005 to present | 21 | (NYSE listed | |
| Age: 70 | financial services | ||||
| company) (2007 | |||||
| present); and | |||||
| Overseas | |||||
| Shipholding | |||||
| Group (OSG) | |||||
| (NYSE listed | |||||
| company) (2005- | |||||
| 2014) | |||||
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| Other | |||||
| Principal | Portfolios in | Directorships | |||
| Occupation(s) | Fund Complex | Held By Trustee | |||
| Position(s) Held | Length of Time | During Past 5 | Overseen by | During the Past | |
| Name1 | With Trust | Served | Years | Trustee2 | 5 Years3 |
Marcia L.
Beck Age:
61 |
Private
Investor (1999 present) |
||||
| Trustee | 2008 to present | 21 | None | ||
| Metropolitan | |||||
| Series Fund | |||||
| Susan C. Gause | Trustee | 2013 to present | Private Investor | 21 | (2012 present); |
| Age: 64 | (2003 present) | and Met Investors | |||
| Series Trust | |||||
| (2008 present) | |||||
Susan S.
Huang Age:
62 |
Private
Investor (2000 present) |
||||
| Trustee | 2008 to present | 21 | None | ||
| Interested Trustee | |||||
| Director and Chief | |||||
| Executive Officer, | |||||
| HSBC Global | |||||
| Asset Management | |||||
| (USA) Inc. (2011 | |||||
| Deborah A. | present); President | ||||
| Hazell4 | Trustee | 2011 to present | and Chief | 21 | None |
| Age: 53 | Executive Officer, | ||||
| Fischer Francis | |||||
| Trees & Watts | |||||
| (FFTW) | |||||
| (investment | |||||
| adviser) (2008 | |||||
| 2011) |
| 1 | Each Independent Trustee may be contacted by writing to the Trustee, c/o Boston Financial Data Services, Inc., P.O. Box 8106, Boston, MA 02266-8106, Attn: Richard A. Fabietti. Ms. Hazell may be contacted by writing to 452 Fifth Avenue New York, NY 10018. | |
| 2 | The Fund Complex is comprised of the 21 portfolios of HSBC Funds. | |
| 3 | This column includes only directorships of companies required to report to the SEC under the Securities Exchange Act of 1934 (i.e., public companies) or other investment companies registered under the 1940 Act. | |
| 4 | Ms. Hazell is considered to be an Interested Trustee because she holds positions with HSBC Global Asset Management (USA) Inc. |
OFFICERS
| Term of Office and | |||
| Position(s) Held | Length of Time | Principal Occupation(s) During | |
| Name, Address and Age | With Funds | Served | Past 5 Years |
| Richard A. Fabietti | President | One year; 2004
to present |
Senior Vice
President, HSBC Global Asset Management (USA) Inc. (1998 present) |
| 452 Fifth Avenue | |||
| New York, NY 10018 | |||
| Age: 58 |
63
| Term of Office and | |||
| Position(s) Held | Length of Time | Principal Occupation(s) During | |
| Name, Address and Age | With Funds | Served | Past 5 Years |
| James D. Levy | Vice President | Vice President, Product Management, | |
| 452 Fifth Avenue | HSBC Global Asset Management | ||
| New York, NY 10018 | One year; 2014 | (USA) Inc. (2014 present); Vice | |
| Age: 53 | to present | President, Mutual Funds Product | |
| Development, GE Asset Management | |||
| Inc. (2007 2014) | |||
| Ioannis Tzouganatos* | Secretary | Vice President,
Regulatory Administration, Citi Fund Services (2008-present) | |
| Prudential Center | |||
| 800 Boylston Street, 24th | One year; 2015 to | ||
| Floor | present | ||
| Boston, MA 02199 | |||
| Age: 40 | |||
| Allan Shaer* | Senior Vice
President, Citi Investor Services (2016-present); Vice President, Mutual
Fund Administration,
JP Morgan Chase Bank
(2011-2016) | ||
| Prudential Center | |||
| 800 Boylston Street, 24th | Treasurer | One year; 2017 to | |
| Floor | to present | ||
| Boston, MA 02199 | |||
| Age: 51 | |||
| Charles L. Booth* | Chief
Compliance Officer |
One year; 2015
to present |
Director and
Compliance Officer, Citi Fund Services (1988 present) |
| 4400 Easton Commons, | |||
| Suite 200 | |||
| Columbus, OH 43219 | |||
| Age: 56 |
Trustee Experience, Qualifications, Attributes or Skills
The following provides an overview of the considerations that led the Board to conclude that each individual serving as a Trustee of the Trust should so serve. The current members of the Board joined at different points in time since 2005. Generally, no one factor was decisive in the original selection of an individual to join the Board. Among the factors the Board considered when concluding that an individual should serve on the Board were the following: (i) the individuals business and professional experience and accomplishments, including prior experience in the financial services and investment management fields or on other boards; (ii) the individuals ability to work effectively with other members of the Board; and (iii) how the individuals skills, experiences and attributes would contribute to an appropriate mix of relevant skills and experience on the Board.
In addition to personal qualities, such as integrity, the role of an effective Trustee inherently requires the ability to comprehend, discuss and critically analyze materials and issues presented in exercising judgments and reaching informed conclusions relevant to his or her duties and obligations. The Board believes that the specific background of each Board member (including as set forth above) evidences such ability and is appropriate to his or her serving on the Board. The Chairman of the Board, Mr. Robards, has governance and operating experience in banking, brokerage and specialty finance companies. In addition, Mr. Robards serves and has served as a director of several public companies. Mses. Beck and Huang each have experience managing risk as well as portfolios of money market and fixed income instruments, respectively. Ms. Beck has asset management operating and leadership experience, having served as President and Trustee of the Goldman Sachs Mutual Funds, an unaffiliated mutual fund complex. Ms. Huang has asset management operating and leadership experience, having served as Senior Vice President of Schroder Investment Management, a global asset management company. Ms. Gause has significant experience in the financial services industry, having served as, among other things, Chief Executive Officer of Dresdner RCM Global Investors and Allianz Dresdner Asset Management, a global asset management company. In that position, Ms. Gause was responsible for the day-to-day activities of the investment adviser of various registered open-end funds. Ms. Hazell has significant experience in the financial services industry and is currently the Chief Executive Officer of HSBC Global Asset Management (USA) Inc. Previously, Ms. Hazell was the President and Chief Executive Officer of a global investment management firm that provided active, fixed income capabilities to institutional investors.
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COMMITTEES
The Board of Trustees of the Trust currently has three standing committees: Audit Committee, Valuation and Investment Oversight Committee, and Nominating and Corporate Governance Committee.
Audit Committee
The Audit Committee is comprised of all of the Independent Trustees of the Trust. The Audit Committee is currently chaired by Ms. Beck. Ms. Beck, Mr. Robards and Ms. Gause are audit committee financial experts of the Trust. The primary purpose of the Audit Committee is to oversee the accounting and financial reporting policies, practices and internal controls of the Trust. The Audit Committee, among other things: (i) recommends to the Board the selection, retention and termination of an independent public accounting firm; (ii) annually reviews the scope of the proposed audit and, generally, the audit procedures to be utilized and the proposed audit fees; (iii) reviews the results of the annual audit with the independent auditors, as presented to the Audit Committee; (iv) reviews the annual financial statements of the Funds with management and the independent auditors; (v) approves the fees to be paid by the Trust to the independent auditors for its services; and (vi) reviews the adequacy and effectiveness of internal controls and procedures with management and the independent auditors. Committee responsibility for the Trusts compliance program is also housed within the Audit Committee. The Audit Committee of the Trust met four times during the most recently completed fiscal year.
Valuation and Investment Oversight Committee
The Valuation and Investment Oversight Committee is comprised of all of the Trustees of the Trust. The Committee is currently chaired by Ms. Huang. The Valuation and Investment Oversight Committee, among other things: (i) oversees Fund management, investment risk management, performance and brokerage practices relating to the Funds; (ii) reviews certain proposals that the Adviser may wish to make concerning the Funds and their investments; (iii) oversees the implementation and operation of the Trusts Valuation Procedures, including the amortized cost method of valuation pursuant to Rule 2a-7 under the 1940 Act with respect to the HSBC Money Market Funds; (iv) reviews the proxy voting guidelines, policies, and procedures and makes related recommendations to the Board; and (v) oversees the performance of the investment sub-advisers to the applicable series of the Trust. The Valuation and Investment Oversight Committee met five times during the most recently completed fiscal year.
Nominating and Corporate Governance Committee
The Nominating and Corporate Governance Committee is comprised of all of the Independent Trustees of the Trust. The Committee is currently chaired by Ms. Gause. This Committee, among other things: (i) makes nominations for trustee membership on the Board or a Committee; (ii) evaluates on a periodic basis the operations and effectiveness of the Board as a whole; (iii) periodically reviews the composition of the Board to determine whether it may be appropriate to add individuals with different backgrounds or skills from those already on the Board; (iv) periodically reviews Board governance procedures and recommends appropriate changes to the full Board; (v) periodically reviews Trustee compensation and Committee responsibilities and recommends any appropriate changes to the full Board; and (vi) reviews the retention of professional liability insurance (D&O/E&O Insurance) and investment company fidelity bonds. The Nominating and Corporate Governance Committee also considers nominees recommended by shareholders. Such recommendations should be forwarded to the President of the Trust. The Nominating and Corporate Governance Committee met four times during the most recently completed fiscal year.
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When evaluating a person as a potential nominee to serve as an Independent Trustee, the Nominating and Corporate Governance Committee may consider, among other factors: (i) whether or not the person is independent and whether the person is otherwise qualified under applicable laws and regulations to serve as a Trustee; (ii) whether or not the person is willing to serve, and willing and able to commit the time necessary for the performance of the duties of an Independent Trustee; (iii) the contribution that the person can make to the Board, with consideration being given to the persons business experience, education and such other factors as the Committee may consider relevant; (iv) the character and integrity of the person; (v) the desirable personality traits, including independence, leadership and the ability to work with the other members of the Board; and (vi) consistency with the 1940 Act.
The process of identifying nominees involves the consideration of candidates recommended by one or more of the following: current Independent Trustees, officers, and other sources that the Committee deems appropriate.
FUND OWNERSHIP
Listed below for each Trustee is a dollar range of securities beneficially owned in the Funds together with the aggregate dollar range of equity securities in all registered investment companies overseen by each Trustee in the HSBC Family of Funds, including those in the Trust, as of December 31, 2016.
| Dollar Range of Equity Securities in: |
Independent Trustees | Interested Trustee | |||
| Marcia
L. Beck(1) |
Susan C. Gause |
Susan S. Huang |
Thomas Robards |
Deborah A. Hazell | |
| Emerging Markets Debt Fund | None | None | $10,001- $50,000 |
None | $10,001-$50,000 |
| Emerging Markets Local Debt Fund |
None | None | None | None | $10,001-$50,000 |
| Frontier Markets Fund | None | None | None | None | $50,001- $100,000 |
| Total Return Fund | $10,001- $50,000 |
$10,001- $50,000 |
$10,001- $50,000 |
$50,001- $100,000 |
$50,001- $100,000 |
| Asia ex-Japan Smaller Companies Equity Fund |
$10,001- $50,000 |
$10,001- $50,000 |
$10,001- $50,000 |
None | None |
| Global High Yield
Bond Fund |
None | None | None | None | None |
| Global High Income
Bond Fund |
None | None | None | None | None |
| Global Volatility
Focused Fund |
$10,001- $50,000 |
None | None | None | None |
| Euro High Yield Bond Fund | None | None | None | None | None |
| Aggregate Dollar Range
of Securities in All Registered Investment Companies Overseen By Trustee in HSBC Family of Funds |
$10,001- $50,000 |
$10,001- $50,000 |
$50,001- $100,000 |
$50,001- $100,000 |
Over $100,000 |
| (1) | Information as of January 7, 2017. |
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As of February 3, 2017, the Trustees and officers of the Trust as a group beneficially owned less than 1% of the outstanding shares of the Funds.
TRUSTEE AND OFFICER COMPENSATION
For the fiscal year ended October 31, 2016, the following compensation was paid to the Trustees:
| Independent Trustees(1) | ||||
| Compensation
From the Funds |
Marcia
L. Beck |
Susan
C. Gause |
Susan
S. Huang |
Thomas
F. Robards |
| EM Debt Fund | $137.32 | $135.13 | $135.10 | $150.55 |
| EM Local Debt Fund | $265.01 | $261.96 | $260.73 | $291.32 |
| Frontier Markets Fund | $770.59 | $747.37 | $757.94 | $844.48 |
| Total Return Fund | $1,958.55 | $1,914.02 | $1,925.75 | $2,136.75 |
| Asia ex-Japan Smaller Companies Equity Fund |
$140.77 | $148.82 | $138.50 | $154.45 |
| Global High Yield Bond Fund | $339.70 | $334.16 | $334.16 | $372.72 |
| Global High Income Bond Fund |
$343.05 | $337.50 | $337.50 | $376.36 |
| Global Equity Volatility Focused Fund |
$133.96 | $146.21 | $131.78 | $146.96 |
| Euro High Yield Bond Fund | $355.46 | $345.99 | $349.70 | $389.99 |
| Pension Or Retirement Benefits Accrued As Part Of The Funds Expenses (2) |
N/A | N/A | N/A | N/A |
| Estimated Annual Benefits Upon Retirement |
N/A | N/A | N/A | N/A |
| Total Compensation From Funds and Fund Complex(3) Paid To Trustees |
$182,500 | $179,500 | $179,500 | $200,000 |
| (1) | Ms. Hazell, an Interested Trustee, is not compensated from the Trust for her service as an Interested Trustee. | |
| (2) | The Trust does not accrue pension or retirement benefits as part of Fund expenses, and Trustees of the Trust are not entitled to retirement benefits upon retirement from the Board of Trustees. | |
| (3) | For these purposes, the Fund Complex consisted of the 21 portfolios of HSBC Funds as of October 31, 2016. |
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None of the officers receive compensation directly from the Funds. Under a Compliance Services Agreement between the Trust and Citi (Compliance Agreement), Citi makes a Citi employee available to serve as the Trusts CCO. Under the Compliance Agreement, Citi also provides infrastructure and support in implementing the written policies and procedures comprising the Funds Compliance Program. This includes providing support services to the CCO, developing standards for reports to the Board by Citi and other service providers, and assisting in preparing or providing documentation for the Board to make findings and conduct reviews pertaining to the Trusts compliance program and related policies and procedures of Fund service providers. The Compliance Agreement also covers arrangements under which Citi employees serve the Trust in certain other officer capacities, which may include the Chief Financial Officer. For the services provided under the Compliance Agreement, the Trust currently pays Citi $306,857 per annum, plus certain out of pocket expenses. Citi pays the salary and other compensation earned by any such individuals as employees of Citi.
PROXY VOTING
The Trust has adopted Proxy Voting Policies that delegate the responsibility of voting proxies to the Adviser or Subadviser, as applicable. Except as provided below, the Proxy Voting Policies (or summaries thereof) of the Trust and the Adviser and Subadvisers are attached as Appendices to this SAI.
AMFR has created a Corporate Governance Committee that is responsible for drafting and implementing proxy voting policies and procedures. AMFRs policies and procedures are based on the principle that there is a strong link between strong governance practices and economic performance delivered to investors. Investment management activities performed by AMFR are strictly separated from other types of activities so as to avoid potential conflicts of interest. AMFRs proxy voting policies and procedures follow best practice recommendations from the Association Française de la Gestion Financière (the main French Asset Management Association - AFG), the OECD (the Organization for Economic Co-operation and Development), the Afep/Medef (the French business leaders organizations) and the UK Corporate Governance Code. AMFR has engaged ISS to provide proxy voting administration services with respect to the High Yield Bond Fund, High Income Bond Fund and Euro High Yield Bond Fund. These Funds primarily invest in fixed income securities, which do not typically provide voting rights. However, any voting rights that are exercised by AMFR on behalf of these Funds will be exercised in compliance with the principles set forth above and in AMFRs proxy voting policies and procedures.
Information regarding how the Funds voted proxies relating to portfolio securities during the 12-month period ending June 30, 2016 is available (i) without charge, upon request, by calling 1-800-782-8183; (ii) on the Funds website at www.emfunds.us.hsbc.com or at www.investorfunds.us.hsbc.com, and (iii) on the SECs website at http://www.sec.gov.
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INVESTMENT ADVISORY AND OTHER SERVICES
INVESTMENT ADVISER
HSBC Global Asset Management (USA) Inc. is the investment adviser to the Funds pursuant to an investment advisory contract (the Advisory Contract) with the Trust. For investment advisory services, the Adviser is entitled to a fee from each Fund, which is accrued daily and paid monthly, and which is based on the Funds daily net assets, at an annual rate as set forth below.
| Fund | Fee |
| EM Debt Fund | 0.50% |
| EM Local Debt Fund | 0.50% |
| Frontier Markets Fund | 1.25% |
| Total Return Fund | 0.85% |
| Asia ex-Japan Smaller Companies Equity Fund | 1.00% |
| Global High Yield Bond Fund | 0.65% |
| Global High Income Bond Fund | 0.65% |
| Global Equity Volatility Focused Fund | 0.75% |
| Euro High Yield Bond Fund | 0.65% |
The Adviser has entered into a contractual expense limitation agreement (Agreement) with the Funds under which it will limit total expenses of the Funds (excluding interest, taxes, brokerage commissions and extraordinary expenses). The expense limitations shall be in effect until March 1, 2018. These Agreements shall terminate upon the termination of the Advisory Contracts between the Trust and the Adviser, or may be terminated upon written notice to the Adviser by the Trusts Board of Trustees.
For the fiscal years ended October 31, 2016, 2015, and 2014, the aggregate amount of advisory fees (including sub-advisory fees, where applicable) incurred by the Funds were as follows:
| Fund(1) | 2016 | 2015 | 2014 |
| EM Debt Fund | $53,715 | $161,431 | $212,039 |
| EM Local Debt Fund | $83,777 | $162,869 | $169,011 |
| Frontier Markets Fund(2) | $872,964 | $2,450,053 | $1,897,745 |
| Total Return Fund | $2,436,783 | $10,488,392 | $6,647,805 |
| Asia ex-Japan Smaller Companies Equity Fund(3) | $102,649 | $99,014 | N/A |
| Global High Yield Bond Fund(4) | $161,851 | $47,530 | N/A |
| Global High Income Bond Fund(4) | $165.492 | $47,989 | N/A |
| Global Equity Volatility Focused Fund(5) | $74,331 | N/A | N/A |
| Euro High Yield Bond Fund(6) | $134,776 | N/A | N/A |
| (1) | Expense does not include deductions for waivers. | |
| (2) | The sub-advisory fee for the Frontier Markets Fund was 0.70% during the periods prior to April 9, 2015; Effective April 9, 2015, the sub-advisory fee is 0.625%. | |
| (3) | Asia ex-Japan Smaller Companies Equity Fund commenced operations on November 11, 2014. | |
| (4) | Global High Yield Bond Fund and Global High Income Bond Fund commenced operations on July 14, 2015. | |
| (5) | Global Equity Volatility Focused Fund commenced operations on November 4, 2015. | |
| (6) | Euro High Yield Bond Fund commenced operations on January 19, 2016. |
The Advisory Contract for each Fund will continue in effect through December 31, 2017. Thereafter, the Advisory Contract will continue in effect with respect to each Fund for successive periods not to exceed one (1) year and continue thereafter, provided such continuance is approved at least annually by: (i) the holders of a majority of the outstanding voting securities of the Fund or by the Trusts Board of Trustees; and (ii) a majority of the Trustees of the Trust who are not parties to the Advisory Contract or interested persons (as defined in the 1940 Act) of any such party. Notwithstanding the foregoing, the Advisory Contract may be terminated with respect to a Fund without penalty by either party on 60 days written notice and will terminate automatically in the event of its assignment, within the meaning of the 1940 Act.
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The Adviser, located at 452 Fifth Avenue, New York, New York 10018, is a wholly-owned subsidiary of HSBC Bank, which is a wholly-owned subsidiary of HSBC USA Inc., a registered bank holding company. No securities or instruments issued by HSBC USA Inc. or HSBC Bank USA, N.A. will be purchased for a Fund.
The Advisory Contract for each Fund provides that the Adviser will manage the portfolio of the Fund, either directly or through one or more subadvisers, and will furnish to the Fund investment guidance and policy direction in connection therewith. The Adviser has agreed to provide the Trust with, among other things, information relating to composition, credit conditions and average maturity of the portfolio of the Fund. Pursuant to the Advisory Contract, the Adviser also furnishes the Board of Trustees with periodic reports on the investment performance of each Fund.
The Adviser and the Funds have also entered into Support Services Agreements, under which the Adviser provides certain support services in connection with the operation of certain Classes of shares of the Funds. For its services, the Adviser is entitled to a fee from the Funds, computed daily and paid monthly, equal on an annual basis to 0.10% of each Funds average daily net assets attributable to Class A Shares.
For the fiscal years ended October 31, 2016, 2015, and 2014, the aggregate amount of support services fees incurred by the Funds were as follows:
| Fund(1) | 2016 | 2015 | 2014 |
| EM Debt Fund | $11,343 | $33,262 | $43,579 |
| EM Local Debt Fund | $16,908 | $32,745 | $34,167 |
| Frontier Markets Fund | $80,504 | $223,671 | $187,305 |
| Total Return Fund | $281,612 | $1,209,606 | $757,216 |
| Asia ex-Japan Smaller
Companies Equity Fund(2) |
$10,387 | $9,952 | N/A |
| Global High Yield Bond Fund(3) | $160 | $36 | N/A |
| Global High Income Bond Fund(3) | $102 | $29 | N/A |
| Global Equity Volatility Focused Fund(4) | $99 | N/A | N/A |
| Euro High Yield Bond Fund(5) | $83 | N/A | N/A |
| (1) | Expense does not include deductions for waivers. | |
| (2) | Asia ex-Japan Smaller Companies Equity Fund commenced operations on November 11, 2014. | |
| (3) | Global High Yield Bond Fund and Global High Income Bond Fund commenced operations on July 14, 2015. | |
| (4) | Global Equity Volatility Focused Fund commenced operations on November 4, 2015. | |
| (5) | Euro High Yield Bond Fund commenced operations on January 19, 2016. |
If the Adviser were prohibited from performing any of its services for the Trust under the Advisory Contract or the Support Services Agreement, it is expected that the Board would recommend to a Funds shareholders that they approve new agreements with another entity or entities qualified to perform such services and selected by the Board.
The investment advisory services of the Adviser to the Funds are not exclusive under the terms of the Advisory Contract. The Adviser is free to and does render investment advisory services to others.
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The Trust and the Adviser have each received an exemptive order from the SEC that allows the Adviser to enter into new investment sub-advisory contracts and to make material changes to existing sub-advisory contracts with certain unaffiliated subadvisers with the approval of the Board of Trustees of the Trust, but without shareholder approval. This authority is subject to certain conditions, including the requirement that the Trustees (including a majority of Independent Trustees) of the Trust must approve any new or amended agreements with subadvisers. In accordance with the exemptive order received from the SEC, an information statement providing details about the appointment of the new subadviser will be mailed to shareholders within 90 days of the change in subadviser. Shareholders will also receive an information statement describing material changes to a sub-advisory contract between the Adviser and a subadviser within 90 days of the material change. The Adviser remains responsible for the performance of each Fund, oversees subadvisers to ensure compliance with each Funds investment policies and guidelines, and monitors each subadvisers adherence to its investment style and performance results in order to recommend any changes in a subadviser to the Board of Trustees.
In the future, the Trust and the Adviser may, on behalf of each Fund (except the EM Local Debt Fund), receive an additional exemptive order that would allow the Adviser to implement new investment subadvisory contracts and to make material changes to existing subadvisory contracts with subadvisers that are affiliated with the Adviser with the approval of the Board of Trustees, but without shareholder approval. As with the current order, the new order would be subject to certain conditions, including that each applicable Fund would notify shareholders and provide them with certain information upon the hiring of a subadviser.
SUBADVISERS
For certain of the Funds, as listed below, a Subadviser is responsible for the investment management of the Funds assets, including making investment decisions and placing orders for the purchase and sale of securities for the Fund directly with the issuers or with brokers or dealers selected by the Subadviser in its discretion.
The investment advisory services of each Subadviser are not exclusive under the terms of its sub-advisory agreement. The Subadviser is free to and does render investment advisory services to others.
Each Subadviser also furnishes to the Board of Trustees, which has overall responsibility for the business and affairs of the Trust, periodic reports on its services and the investment performance of the relevant Fund.
Frontier Markets Fund, Global High Income Bond Fund, and Global Equity Volatility Focused Fund
HSBC Global Asset Management (UK) Limited (AMEU) 78 St. James Street, London, United Kingdom, SW1A 1EJ, a U.S. registered investment adviser and an affiliate of the Adviser, serves or may serve, as the investment subadviser of the Frontier Markets Fund, Global High Income Bond Fund and Global Equity Volatility Focused Fund pursuant to a separate investment sub-advisory agreement for each respective Fund (together the AMEU Sub-Advisory Agreements) with the Adviser. AMEU makes the day-to-day investment decisions and continuously reviews, supervises and administers each Funds investment program (or a portion thereof). As of September 30, 2016, AMEU managed approximately $74.6 billion in assets. Under the AMEU Sub-Advisory Agreements, the Adviser pays AMEU a sub-advisory fee, based on the average daily net assets of each Fund at an annual rate of 0.625% for the Frontier Markets Fund, 0.325% for the Global High Income Bond Fund, and 0.375% for the Global Equity Volatility Focused Fund, respectively, from the fees paid by the relevant Fund to the Adviser.
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For the fiscal years ended October 31, 2016, 2015, and 2014, the Adviser paid sub-advisory fees to AMEU of $436,482, $1,290,259, and $1,062,737 respectively, for the Frontier Markets Fund. For the fiscal year ended October 31, 2016 and for the fiscal period of July 14, 2015 (commencement of operations of the Global High Income Bond Fund) through October 31, 2015, AMEU had not yet begun to subadvise the Global High Income Fund and, therefore, the Adviser has not yet paid sub-advisory fees to AMEU for the Global High Income Bond Fund. For the fiscal period of November 4, 2015 (commencement of operations of the Global Equity Volatility Focused Fund) through October 31, 2016, the Adviser paid sub-advisory fees to AMEU of $37,166 for the Global Equity Volatility Focused Fund.
Global High Yield Bond Fund, Global High Income Bond Fund and Euro High Yield Bond Fund
HSBC Global Asset Management (France) (AMFR), 4 place de la Pyramide, Immeuble Ile-de-France, 92800 Puteaux, La Défense 9, France, a U.S. registered investment adviser and an affiliate of the Adviser, serves or may serve as the investment subadviser of the Global High Yield Bond Fund, Global High Income Bond Fund and Euro High Yield Bond Fund pursuant to a separate investment sub-advisory agreement for each respective Fund (together the AMFR Sub-Advisory Agreements) with the Adviser. AMFR makes the day-to-day investment decisions and continuously reviews, supervises and administers each Funds investment program (or a portion thereof). As of September 30, 2016, AMFR managed approximately $80.2 billion in assets.
Under the AMFR Sub-Advisory Agreements, the Adviser pays AMFR a sub-advisory fee, based on the average daily net assets of each Fund, at an annual rate of 0.325% for the Global High Yield Bond Fund, 0.325% for the Global High Income Bond Fund, and 0.325% for the Euro High Yield Bond Fund, respectively, from the fees paid by the relevant Fund to the Adviser.
For the fiscal year ended October 31, 2016, and for the period from July 14, 2015 (commencement of operations of the Global High Yield Bond Fund and the Global High Income Bond Fund) to October 31, 2015, AMFR had not yet begun to subadvise either the Global High Yield Bond Fund or the Global High Income Bond Fund and, therefore, the Adviser has not yet paid sub-advisory fees to AMFR. For the fiscal period of January 19, 2016 (commencement of operations of the Euro High Yield Bond Fund) through October 31, 2016, the Adviser paid sub-advisory fees to AMFR of $67,388 for the Euro High Yield Bond Fund.
Asia ex-Japan Smaller Companies Equity Fund
HSBC Global Asset Management (Hong Kong) Limited (AMHK), Level 22, HSBC Main Building, 1 Queens Rd Central, Hong Kong, a U.S. registered investment adviser and an affiliate of the Adviser, serves as the investment subadviser of the Asia ex-Japan Smaller Companies Equity Fund pursuant to an investment sub-advisory agreement (AMHK Sub-Advisory Agreement) with the Adviser. AMHK makes the day-to-day investment decisions and continuously reviews, supervises and administers the Funds investment program. As of September 30, 2016, AMHK managed approximately $74.6 billion in assets. Under the AMHK Sub-Advisory Agreement, the Adviser pays AMHK a sub-advisory fee, based on the average daily net assets of the Fund, at an annual rate of 0.50% for the Fund, from the fees paid by the relevant Fund to the Adviser.
For the fiscal year ended October 31, 2016, and for the period from November 11, 2014 (commencement of operations of the Asia ex-Japan Smaller Companies Equity Fund) to October 31, 2015, the Adviser paid sub-advisory fees to AMHK of $51,325 and $49,507 respectively, for the Asia ex-Japan Smaller Companies Equity Fund .
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PORTFOLIO MANAGERS
The Prospectus identifies the individual or individuals who are primarily responsible for the day-to-day management of each of the Funds (the portfolio manager(s)). This section of the SAI contains certain additional information about the portfolio manager(s), their compensation, other accounts managed by them, and potential conflicts of interest. There is information in a tabular format, as of October 31, 2016, about the other accounts, if any, in addition to the Funds, over which the portfolio manager(s) also have primary responsibility for day-to-day management.
The tables below show the number of other accounts managed by the portfolio manager(s) and the total assets in those accounts within each of the following categories: registered investment companies, other pooled investment vehicles, and other accounts. For each category of accounts, the tables also show the number of accounts and the total assets in the accounts with respect to which the advisory fee paid by the account holder is based on account performance, if applicable.
Fund Ownership of Portfolio Managers
The portfolio managers did not beneficially own shares of the Funds that they managed as of October 31, 2016, except as indicated in the table below:
| Portfolio Manager | Fund | Dollar Range of Equity Securities in the Fund Beneficially Owned |
| Vinayak Potti | Total Return Fund | $0-$10,000 |
For each additional account listed in the charts below, the portfolio manager participates in managing the account in the same manner as described in the Prospectus in relation to the Funds.
HSBC Global Asset Management (USA) Inc. (Adviser to the EM Debt Fund, EM Local Debt Fund, Total Return Fund, Global Equity Volatility Focused Fund, Global High Yield Bond Fund and Global High Income Bond Fund)
| Number of Other Accounts Managed and Total Assets by | Number of Accounts and Total Assets for Which Advisory Fee | |||||
| Account Type | is Performance Based | |||||
| Name of | Registered | Other Pooled | Registered | |||
| Portfolio | Investment | Investment | Investment | Other Pooled | ||
| Manager | Companies | Vehicles | Other Accounts | Companies | Investment Vehicles | Other Accounts |
| Nishant Upadhyay |
5 | 0 | 8 | 1 | 0 | 1 |
| $10.9 billion | $0 | $2.3 billion | $3.7 billion | $0 | $324 million | |
| Mary Bowers | 4 | 0 | 0 | 0 | 0 | 0 |
| $2.9 billion | $0 | $0 | $0 | $0 | $0 | |
| Rick Liu | 9 | 0 | 0 | 0 | 0 | 0 |
| $8.4 billion | $0 | $0 | $0 | $0 | $0 | |
| Vinayak Potti |
0 | 0 | 6 | 0 | 0 | 4 |
| $0 | $0 | $1.3 billion | $0 | $0 | $1.2 billion | |
| Jerry Samet | 6 | 0 | 5 | 0 | 0 | 0 |
| $6.8 billion | $0 | $4.6 billion | $0 | $0 | $0 | |
| Zeke Diwan1 | 1 | 0 | 9 | 0 | 0 | 0 |
| $3.7 billion | $0 | $1.3 billion | $0 | $0 | $0 | |
| Billy Lang1 | 2 | 0 | 2 | 0 | 0 | 0 |
| $2.3 billion | $0 | $246 million | $0 | $0 | $0 | |
1 Information is as of 1/31/2017.
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HSBC Global Asset Management (UK) Limited (Subadviser to the Frontier Markets Fund, Global High Income Bond Fund and Global Equity Volatility Focused Fund)
| Number of Other Accounts Managed and Total Assets by | Number of Accounts and Total Assets for Which | |||||
| Account Type | Advisory Fee is Performance Based | |||||
| Registered | Other Pooled | Registered | Other Pooled | |||
| Name of Portfolio | Investment | Investment | Investment | Investment | ||
| Manager | Companies | Vehicles | Other Accounts | Companies | Vehicles | Other Accounts |
| Peter Gray (Global Equity Volatility Focused Fund) |
0 | 2 | 0 | 0 | 0 | 0 |
| $0 | $546.74 million | $0 | $0 | $0 | $0 | |
| Angus Parker (Global Equity Volatility Focused Fund) |
2 | 2 | 4 | 0 | 0 | 0 |
| $30.5 million | $239.55 million | $1.25 billion | $0 | $0 | $0 | |
| Ramzi Sidani (Frontier Markets Fund)* |
1 | 1 | 1 | 0 | 0 | 0 |
| $41.58 million | $348.73 million | $119.02 million | $0 | $0 | $0 | |
| Chris Turner (Frontier Markets Fund)* |
1 | 1 | 1 | 0 | 0 | 0 |
| $41.58 million | $348.73 million | $119.02 million | $0 | $0 | $0 | |
HSBC Global Asset Management (Hong Kong) Limited (Subadviser to Asia ex-Japan Smaller Companies Equity Fund)
| Number of Other Accounts Managed and Total Assets by | Number of Accounts and Total Assets for Which | |||||
| Account Type | Advisory Fee is Performance Based | |||||
| Registered | Other Pooled | Registered | Other Pooled | |||
| Name of Portfolio | Investment | Investment | Investment | Investment | ||
| Manager | Companies | Vehicles | Other Accounts | Companies | Vehicles | Other Accounts |
| Elina Fung | 0 | 1 | 0 | 0 | 0 | 0 |
| $0 | $808.3 million | $0 | $0 | $0 | $0 | |
| Alex Kwan | 0 | 1 | 0 | 0 | 0 | 0 |
| $0 | $808.3 million | $0 | $0 | $0 | $0 | |
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HSBC Global Asset Management (France) Limited (Subadviser to Euro High Yield Bond Fund)
| Number of Other Accounts Managed and Total Assets by | Number of Accounts and Total Assets for Which | |||||
| Account Type | Advisory Fee is Performance Based | |||||
| Name of | Registered | Other Pooled | Registered | Other Pooled | ||
| Portfolio | Investment | Investment | Investment | Investment | ||
| Manager | Companies | Vehicles | Other Accounts | Companies | Vehicles | Other Accounts |
| Philippe Igiabel | 0 | 2 | 1 | 0 | 0 | 0 |
| $0 | $2.58 billion | $610.0 million | $0 | $0 | $0 | |
| Sophie Sentilhes | 0 | 1 | 2 | 0 | 0 | 0 |
| $0 | $32.0 million | $1.91 billion | $0 | $0 | $0 | |
Portfolio Manager Compensation Structure
As employees of the Adviser, or affiliates of the Adviser (HSBC affiliates), the portfolio managers are compensated by their respective HSBC affiliate, or by the Adviser, for their services. Their compensation has the following components (1) a base salary consisting of a fixed amount, (2) a discretionary bonus, which is paid partially in cash and partially in restricted shares of HSBC Holdings, Ltd., and (3) eligibility for participation in the 401(k) retirement plan and other employee benefits programs generally made available to the Advisers employees.
The restricted shares are currently awarded on a yearly basis under the HSBC Holdings Ltd. Restricted Share Plan 2000 and are denominated in ordinary shares. The shares earn dividend equivalents but do not have voting rights. Generally, the shares vest in full upon the third anniversary of the date of grant as long as the awardee remains in the employ of the HSBC Group during the restricted period. The shares are taxed at vest and treated as ordinary income.
Amounts paid to the portfolio managers as discretionary bonus and as deferred compensation are paid at the discretion of the relevant manager to whom the portfolio manager reports. Amounts paid as discretionary bonuses and as deferred compensation will vary, based upon the relevant managers assessment of the portfolio managers performance, taking into account the relevant business units financial performance during the most recent fiscal year. Key factors affecting decisions concerning discretionary compensation under the deferred compensation plan are the Advisers profitability, individual performance, teamwork and total compensation of the employee relative to the market for similarly qualified individuals.
Potential Conflicts of Interest
Actual or potential conflicts of interest may arise from the fact that the Adviser (which for purposes of this discussion includes AMEU, AMHK and AMFR) and the portfolio managers of the Funds have day-to-day management responsibilities with respect to accounts of clients other than the Funds (Other Clients). The Adviser has developed policies and procedures intended to detect, manage and/or mitigate the types of conflicts of interest described below. Although there can be no guarantee that any such policies or procedures will detect each and every situation in which a conflict of interest arises, the Adviser endeavors to ensure that all of its clients are treated fairly.
The Adviser may receive different compensation from Other Clients including clients that may pay the Adviser higher fees, including performance fees. This may create a potential conflict of interest for the Adviser or its portfolio managers by providing an incentive to favor these Other Clients when, for example, allocating securities transactions. The Adviser may have an incentive to allocate securities that are expected to increase in value to these favored clients. Initial public offerings, in particular, are frequently of very limited availability. In order to mitigate these types of conflicts, the Adviser has policies and procedures that provide for the allocation of securities transactions on a pro rata basis among the Advisers clients for whom participation in such transaction is deemed appropriate by the Adviser.
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Other potential conflicts with respect to the allocation of trades include the perception that the Adviser may be causing a client to participate in an offering not appropriate for such client so as to increase the Advisers overall allocation of securities in that offering in order to, for example, gain favor with a particular underwriter with whom the Adviser or its affiliates hope to engage in unrelated transactions. A potential conflict of interest also may be perceived to arise if transactions in one account closely follow related transactions in a different account, such as when a purchase increases the value of securities previously purchased by another account or when a sale in one account lowers the sale price received in a sale by a second account. Because the Adviser manages accounts that engage in short sales of securities of the type in which many clients may invest, the Adviser could be seen as harming the performance of certain client accounts (i.e., those clients not engaging in short sale transactions) for the benefit of the accounts engaging in short sales if the short sales cause the market value of the securities to fall. Similarly, the Adviser could be seen as benefiting those accounts that may engage in short sales through the sale of securities held by other clients to the extent that such sales reduce the cost to cover the short positions.
The Adviser and its affiliates may at times give advice or take action with respect to accounts that differs from the advice given other accounts. These differences result, from among other things, variations in account characteristics such as size, cash position, tax situation, risk tolerance or investment restrictions. As a result, a particular security may be bought or sold only for certain clients even though it could have been bought or sold for other clients at the same time. Likewise, a particular security may be bought for one or more clients when one or more other clients are selling the security. To the extent that the Adviser does take similar action with respect to different clients, it should be noted that simultaneous portfolio transactions in the same security by multiple clients may tend to decrease the prices received by clients for sales of such securities and increase the prices paid by clients for purchases of such securities. If an order on behalf of more than one account cannot be fully executed under prevailing market conditions, securities may be allocated among the different accounts on a basis that the Adviser considers equitable. Situations may occur where the Funds could be disadvantaged because of the investment activities conducted by the Adviser or its affiliates for other investment accounts.
Employees of the Adviser, including portfolio managers, may engage in personal trading, subject to the Advisers Code of Ethics. In addition to the general conflicts noted above, personal trading by employees may create apparent or actual conflicts to the extent that one or more employees personally benefit or appear to benefit from trading by clients in similar securities. The Advisers Code of Ethics is designed to mitigate these conflicts by requiring, among other things, pre-clearance of certain trades and the reporting of certain types of securities transactions.
Because portfolio managers of the Adviser manage multiple client accounts, portfolio managers may devote unequal time and attention to the portfolio management of client accounts. For example, an apparent conflict could arise if a portfolio manager is perceived to be devoting greater time and attention to an account which pays the Adviser higher fees. Although the Adviser does not specifically track the time and attention each portfolio manager spends on each account he or she manages, the Adviser does closely monitor the performance of all of its clients to ensure, to the extent possible, the portfolio managers have adequate resources to manage effectively all accounts.
DISTRIBUTION PLAN - CLASS A SHARES ONLY
A Distribution Plan has been adopted by the Trust (the Distribution Plan) with respect to the Class A Shares (the Class A Plan) of the Funds (except Asia ex-Japan Smaller Companies Equity Fund, High Yield Bond Fund, High Income Bond Fund, Global Equity Volatility Focused Fund and Euro High Yield Bond Fund). The Distribution Plan provides that it may not be amended to increase materially the costs which the Class A Shares may bear pursuant to the Class A Plan without approval by shareholders of the Class A Shares and that any material amendments of the Distribution Plan must be approved by the Board of Trustees, and by the Independent Trustees of the Trust who have no direct or indirect financial interest in the operation of the Distribution Plan or in any related agreement (Qualified Trustees), by vote cast in person at a meeting called for the purpose of considering such amendments. The selection and nomination of the Qualified Trustees has been committed to the discretion of the Independent Trustees. The Distribution Plan has been approved, and is subject to annual approval, by the Board of Trustees and by the Qualified Trustees, by vote cast in person at a meeting called for the purpose of voting on the Distribution Plan. The Board approved the Distribution Plan to stimulate sales of shares of the Funds in the face of competition from a variety of other investment companies and financial products. In approving the Distribution Plan, the Board considered the potential advantages to shareholders of the Funds of continued growth of the asset bases of the Funds (including greater liquidity, more investment flexibility and possible achievement of greater economies of scale). In adopting the Class A Plan, the Trustees considered alternative methods to distribute the Class A Shares and to reduce the classs expense ratio and concluded that there was a reasonable likelihood that the Distribution Plan will benefit its class and shareholders. The Distribution Plan is terminable with respect to the Class A Shares at any time by a vote of a majority of the Qualified Trustees or by vote of the holders of a majority of that class.
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For the fiscal years ended October 31, 2016, 2015, and 2014, the Funds incurred the following for distribution expenses:
| Fund | 2016 | 2015 | 2014 |
| EM Debt Fund | $0 | $0 | $0 |
| EM Local Debt Fund | $0 | $0 | $0 |
| Frontier Markets Fund | $0 | $0 | $0 |
| Total Return Fund | $0 | $0 | $0 |
THE DISTRIBUTOR
Foreside Distribution Services, L.P., a member of FINRA, whose address is Three Canal Plaza, Suite 100, Portland, ME 04101 serves as distributor to the Funds under a Distribution Agreement with the Trust. Under the terms of the Distribution Agreement, Foreside acts as the agent of the Trust in connection with the continuous offering of shares of the Funds. The Distributor continually distributes shares of the Funds on a best efforts basis. The Distributor is not affiliated with the Adviser, Citi, or any of their affiliates. The Distributor is compensated for its services through the Distribution Services Agreement with the Adviser. The Distributor has no obligation to sell any specific quantity of Fund shares. The Distributor and its officers have no role in determining the investment policies or which securities are to be purchased or sold by the Trust.
Foreside has entered into a Distribution Services Agreement with the Adviser in connection with Foresides services as distributor of the Funds pursuant to which the Adviser undertakes to pay Foreside amounts owed to Foreside under the terms of the Distribution Agreement to the extent that the Funds are not otherwise authorized to make such payments. The payments made by the Adviser to the Distributor do not represent an additional expense to the Funds or their shareholders.
Pursuant to the Distribution Plan adopted by the Trust, the Distributor is reimbursed from the Funds monthly for costs and expenses incurred by the Distributor in connection with the distribution of Class A Shares of the Funds and for the provision of certain shareholder services with respect to these Shares. Payments to the Distributor are for various types of activities, including: (1) payments to broker-dealers which advise shareholders regarding the purchase, sale or retention of Class A Shares of the Funds and which provide shareholders with personal services and account maintenance services (service fees), (2) payments to employees of the Distributor, and (3) printing and advertising expenses. Pursuant to the Class A Plan, the amount of the Distributors reimbursement from a Fund may not exceed on an annual basis 0.25% of the average daily net assets of the Fund represented by Class A Shares outstanding during the period for which payment is being made. Salary expenses of Foreside personnel who are responsible for marketing shares of the various series of the Trust may be allocated to such series on the basis of average net assets; travel expenses are allocated to, or divided among, the particular series for which it is incurred. The distribution fees collected from the Funds by Foreside are used to pay commissions for the sale of Fund shares.
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The Funds are not liable for distribution and shareholder servicing expenditures made by the Distributor in any given year in excess of the maximum amount payable under the Distribution Plans in that year.
PAYMENTS TO FINANCIAL INTERMEDIARIES
The Adviser and/or its affiliates may, out of their own resources, and without cost to any Fund, provide compensation, which may be significant, to selected financial intermediaries to promote the sale, distribution and/or servicing of shares of the Funds (Payments). These arrangements are sometimes referred to as revenue sharing arrangements. Since these Payments are made out of the resources of the Adviser and/or its affiliates, they do not represent an additional charge to the Funds or their shareholders. Accordingly, these Payments are not reflected in the fee and expense tables in the Prospectus. In addition, these Payments do not change the price paid by investors for the purchase of a Funds shares or the amount a Fund receives as proceeds from such purchases. These Payments are in addition to commissions and 12b-1 fees, shareholder servicing fees and sales charges borne by shareholders.
The Adviser and/or its affiliates make these Payments primarily to compensate financial intermediaries for, among other things: marketing shares of the Funds, which may consist of Payments relating to the inclusion of the Funds on preferred or recommended fund lists or in certain sales programs from time to time sponsored by the financial intermediaries; educational programs; scheduled interactions with the financial intermediaries registered representatives or salespersons, including at conferences or seminars; provision of training and educational programs; marketing support fees for providing assistance in promoting the sale of Fund shares; and/or other specified and relevant services intended to assist in the sale, distribution, and/or servicing of Fund shares. With respect to certain financial intermediaries and related fund supermarket platform arrangements, the Funds and/or the Adviser, rather than the Distributor, typically enter into such agreements. These financial intermediaries may charge a fee for their services. These financial intermediaries may otherwise act as processing agents and are responsible for promptly transmitting purchase, redemption and other requests to the Funds.
In addition, the Adviser and/or its affiliates may, out of their own resources, and without cost to any Fund, make Payments (including through sub-transfer agency and networking arrangements) for sub-accounting, administrative and/or shareholder processing services that are in addition to the transfer agent, shareholder administration, servicing and processing fees paid by the Funds. These Payments may exceed amounts earned on these assets by the Adviser and/or its affiliates for the performance of these or similar services.
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Generally, the Adviser and/or its affiliates negotiate the amount of Payments on an individual basis with each financial intermediary. In determining the amount of Payments to be made, the Adviser and/or its affiliates may consider a number of factors, including, without limitation, asset mix and length of relationship with the financial intermediary; the size of the customer/shareholder base of the financial intermediary; the manner in which customers of the financial intermediary make investments in the Funds; the nature and scope of services provided by the financial intermediary; and the costs incurred by the financial intermediary in connection with maintaining the infrastructure necessary or desirable to support investments in the Funds along with any other relevant factor that the Funds deem appropriate. Historically, these Payments have generally been structured as a percentage of average net assets attributable to the financial intermediary, but may also be structured as a fixed dollar amount, or a combination of the two, or may be calculated on another appropriate basis. Typically, the annual Payments to a financial intermediary are not expected to exceed 0.15% of a Funds average net assets. The Adviser and/or its affiliates expect to periodically determine the advisability of continuing these Payments.
For the year ended December 31, 2016, the Adviser and/or its affiliates made Payments, relating to 2016, out of their own assets to approximately 18 financial intermediaries, totaling approximately $3.2 million (excluding Payments made through sub-transfer agency and networking arrangements and certain other types of Payments described below), with respect to all funds of the Trust (including the Funds in this SAI). During this time, the Adviser has also made similar payments to its affiliates.
Periodically, and where appropriate, the Adviser and/or its affiliates may enter into similar arrangements with other financial intermediaries. Thus, the number of financial intermediaries that receive Payments is subject to change at any time without notice.
From time to time, and subject to applicable regulations, the Adviser and/or its affiliates may also be involved in cash and non-cash compensation arrangements with financial intermediaries to promote the sale of Fund shares in the form of, for example: occasional gifts; occasional meals, tickets or other entertainment; sales contests and/or promotions; and/or sponsorship support of regional or national events. Subject to applicable FINRA regulations, the Adviser and/or its affiliates may pay costs and expenses associated with these efforts (e.g., travel, lodging, entertainment and meals). Other compensation may also be offered from time to time to the extent not prohibited by applicable federal or state laws or FINRA regulations. This compensation is not included in, and is made in addition to, the Payments described above.
The Adviser and/or its affiliates may be incentivized to make Payments since they promote the sale and retention of Fund shares to clients of the financial intermediaries. When financial intermediaries sell or retain more shares of the Funds, the Adviser and/or its affiliates benefit from the incremental management and other fees paid by the Funds with respect to those assets.
The compensation or reimbursement received by financial intermediaries through commissions, sales charges, fees payable from the Funds, and/or revenue sharing arrangements may be more or less than the overall compensation or reimbursement on similar or other products and may influence your financial intermediary to introduce and recommend the Funds over other similar investment options. In addition, depending on the arrangements in place at any particular time, this compensation or reimbursement creates a conflict of interest for financial intermediaries as they may have a financial incentive for recommending a Fund (or a particular share class of a Fund) over another investment.
Although a Fund may use financial intermediaries that sell Fund shares to effect transactions for the Funds portfolio, the Fund and the Adviser will not consider the sale of Fund shares as a factor when choosing financial intermediaries to effect those transactions.
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Shareholders may obtain more information about these arrangements, including the conflicts of interests that such arrangements create, from their financial intermediaries and should so inquire if they would like additional information. Shareholders are encouraged to ask their financial intermediary how their respective financial intermediary will be compensated for investments made in the Funds
Investors who purchase shares through financial intermediaries will be subject to the procedures of those intermediaries through which they purchase shares, which may include charges, investment minimums, cutoff times and other restrictions in addition to, or different from, those listed herein. Information concerning any charges or services will be provided to customers by the financial intermediary through whom they purchase shares. Investors purchasing shares of the Funds through financial intermediaries should acquaint themselves with their financial intermediarys procedures and should read the Prospectus in conjunction with any materials and information provided by their financial intermediary. The financial intermediary, and not its customers, will be the shareholder of record, although costumers may have the right to vote shares depending upon their arrangement with the financial intermediary. The Distributor does not receive compensation from the Funds for its distribution services except the distribution/service fees with respect to the shares of those classes for which a Rule 12b-1 Plan is effective. However, the Adviser pays the Distributor a fee for certain distribution-related services.
SHAREHOLDER SERVICES PLAN
The Trust has adopted a Shareholder Services Plan with respect to the Class A Shares, which provides that the Trust may obtain the services of one or more shareholder servicing agents (Shareholder Servicing Agents) that shall, as agents for their customers who purchase the Funds Class A Shares perform certain shareholder account, administrative and service functions for such customers, and may enter into agreements providing for the payment of fees for such services. Shareholder Servicing Agents are financial institutions, such as a federal or state-chartered bank, trust company or savings and loan association that, on behalf of their customers, have entered into a shareholder servicing agreement with the Trust. The Shareholder Services Plan continues in effect indefinitely if such continuance is specifically approved at least annually by a vote of both a majority of the Trustees and a majority of the Independent Trustees who have no direct or indirect financial interest in the operation of the Shareholder Services Plan or in any agreement related to such Plan (Qualified Trustees). The Shareholder Services Plan may be terminated at any time by a vote of a majority of the Qualified Trustees or with respect to the Class A Shares by a majority vote of shareholders of that class. The Shareholder Services Plan may not be amended to increase materially the amount of permitted expenses thereunder with respect to the Class A Shares without the approval of a majority of shareholders of that class, and may not be materially amended in any case without a vote of the majority of both the Trustees and the Qualified Trustees. See Shareholder Servicing Agents, below.
ADMINISTRATOR AND SUB-ADMINISTRATOR
Pursuant to an Administration Services Agreement, the Adviser serves as the Trusts administrator (the Administrator), and in that role oversees and coordinates the activities of other service providers, and monitors certain aspects of the Trusts operations. Pursuant to a Sub-Administration Services Agreement (the Master Services Agreement), the Administrator has retained Citi, whose address is 4400 Easton Commons, Suite 200, Columbus, Ohio 43219, as sub-administrator (the Sub-Administrator). Citi served as the administrator (rather than sub-administrator), through June 30, 2006. Management and administrative services of the Administrator and Sub-Administrator include providing office space, equipment and clerical personnel to the Funds and supervising custodial, auditing, valuation, bookkeeping, regulatory and dividend disbursing services.
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Pursuant to the Master Services Agreement, Citi provides the Funds with various services, which include sub-administration of the Trust and the Funds. Citis services also include certain regulatory and compliance services, as well as fund accounting services. The Administrator and Citi provide certain persons satisfactory to the Board of Trustees to serve as officers of the Trust. Such officers, as well as certain other employees of the Trust, may be directors, officers or employees of the Administrator, Citi or their affiliates. Citi may waive a portion of its fee.
The Administration Services Agreement may be terminated upon not more than 60 days written notice by either party. The Administration Services Agreement provides that the Administrator shall not be liable to the Trust except for willful misfeasance, bad faith or negligence in the performance of its duties or by reason of reckless disregard of its obligations and duties under the Agreement. The Master Services Agreement and Sub-Administration Services Agreement provide that Citi shall not be liable to the Trust except for willful misfeasance, bad faith or negligence in the performance of its duties or by reason of reckless disregard of its obligations and duties under the Agreements.
The administration fee primarily consists of an asset-based fee accrued daily and paid monthly at an annual rate of:
| $0-$10 billion | 0.0400% | |
| $10 billion - $20 billion | 0.0350% | |
| $20 billion - $50 billion | 0.0265% | |
| In excess of $50 billion | 0.0245% |
The sub-administration fee primarily consists of an asset-based fee payable to Citi by the Administrator on the first business day of each month, or at such times as Citi shall request, at an annual rate of:
| Up to $10 billion | 0.0200% | |
| $10 billion - $20 billion | 0.0150% | |
| $20 billion - $50 billion | 0.0065% | |
| In excess of $50 billion | 0.0045% |
The fee rate and breakpoints are determined on the basis of the aggregate average daily net assets of the HSBC Family of Funds. The total administration fee to be paid to the Administrator is allocated to each of the funds in the fund complex based upon its proportionate share of the aggregate net assets of the fund complex, and then allocated to each class of shares on a class basis.
For the fiscal years ended October 31, 2016, 2015, and 2014, the aggregate amount of administration fees incurred directly by the Funds was:
| Fund | 2016* | 2015 | 2014 |
| EM Debt Fund | $4,550 | $15,546 | $21,426 |
| EM Local Debt Fund | $6,951 | $15,672 | $17,051 |
| Frontier Markets Fund | $30,110 | $94,064 | $76,427 |
| Total Return Fund | $129,166 | $593,920 | $394,364 |
| Asia ex-Japan Smaller Companies Equity Fund(1) | $4,302 | $4,045 | N/A |
| Global High Yield Bond Fund(2) | $10,452 | $1,778 | N/A |
| Global High Income Bond Fund(2) | $10,691 | $1,796 | N/A |
| Global Equity Volatility Focused Fund(3) | $3,498 | N/A | N/A |
| Euro High Yield Bond Fund(4) | $6,816 | N/A | N/A |
|
* The Administration and Sub-Administration
Agreements were amended on April 1, 2016 to modify the administration and
sub-administration fees. (1) The Asia ex-Japan Smaller Companies
Equity Fund commenced operations on November 11, 2014. (2) The
Global High Yield Bond Fund and Global High Income Bond Fund commenced
operations on July 14, 2015. (3) The Global Equity Volatility
Focused Fund commenced operations on November 4,
2015. (4) The Euro High Yield Bond Fund commenced
operations on January 19,
2016. | |||
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TRANSFER AGENT
Under a Transfer Agency Services Agreement, Boston Financial Data Services, Inc. acts as transfer agent (Transfer Agent) for the Trust. The Transfer Agent maintains an account for each shareholder of record, performs other transfer agency functions and acts as dividend disbursing agent for the Trust. The principal business address of Boston Financial Data Services, Inc. is 2000 Crown Colony Drive, Quincy, Massachusetts 02169-0953.
CUSTODIAN
Pursuant to a Custodian Agreement, Northern Trust Company, 50 South LaSalle Street, Chicago, Illinois 60603, acts as the custodian (Custodian) of each Funds assets. The Custodians responsibilities include safeguarding and controlling each Funds cash and securities, handling the receipt and delivery of securities, determining income and collecting interest on each Funds investments, maintaining books of original entry for portfolio and fund accounting and other required books and accounts in order to calculate the daily NAV of Shares of each Fund. Securities held for each Fund may be deposited into the Federal Reserve-Treasury Department Book Entry System or the Depository Trust Company. The Custodian does not determine the investment policies of the Funds or decide which securities will be purchased or sold for a Fund. For its services, the Custodian receives such compensation as may from time to time be agreed upon by it and the Trust.
FUND ACCOUNTING AGENT
Pursuant to the Master Services Agreement, Citi also serves as fund accounting agent to each Fund. For the fiscal years ended October 31, 2016 and October 31, 2015, the aggregate amount of fund accounting fees incurred by the Funds was:
| Fund | 2016 | 2015 |
| EM Debt Fund | $57,695 | $63,031 |
| EM Local Debt Fund | $57,468 | $60,891 |
| Frontier Markets Fund | $57,967 | $65,005 |
| Total Return Fund | $61,912 | $72,106 |
| Asia ex-Japan Smaller Companies Equity Fund(1) | $68,223 | $57,625 |
| Global High Yield Bond Fund(2) | $77,811 | $5,054 |
| Global High Income Bond Fund(2) | $87,205 | $5,054 |
| Global Volatility Focused Fund(3) | $42,656 | N/A |
| Euro High Yield Bond Fund(4) | $41,900 | N/A |
|
(1) The
Asia ex-Japan Smaller Companies Equity Fund commenced operations on
November 11, 2014. (2)
The Global High Yield Bond Fund and Global High Income Bond Fund commenced
operations on July 14, 2015. (3) The Global Equity Volatility Focused Fund
commenced operations on November 4, 2015. (4) The Euro High Yield Bond
Fund commenced operations on January 19,
2016. | ||
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SHAREHOLDER SERVICING AGENTS
The Trust has entered into a shareholder servicing agreement (a Servicing Agreement) with certain Servicing Agents, including the Adviser, pursuant to which the Servicing Agent, as agent for its customers, among other things: answers customer inquiries regarding account status and history, the manner in which purchases, exchanges and redemptions of shares of the Funds may be effected and certain other matters pertaining to the Funds; assists shareholders in designating and changing dividend options, account designations and addresses; provides necessary personnel and facilities to establish and maintain shareholder accounts and records; assists in processing purchase and redemption transactions; arranges for the wiring of funds; transmits and receives funds in connection with customer orders to purchase or redeem Shares; verifies and guarantees shareholder signatures in connection with redemption orders and transfers and changes in shareholder-designated accounts; furnishes (either separately or on an integrated basis with other reports sent to a shareholder by a Shareholder Servicing Agent) monthly and year-end statements and confirmations of purchases and redemptions; transmits, on behalf of the Trust, proxy statements, annual reports, updated prospectuses and other communications from the Trust to the Funds shareholders; receives, tabulates and transmits to the Trust proxies executed by shareholders with respect to meetings of shareholders of the Funds or the Trust; and provides such other related services as the Trust or a shareholder may request. Servicing Agents shall mean both Shareholder Servicing Agents and securities brokers who have entered into a dealer agreement or shareholder serving agreement on behalf of its customers (Securities Brokers). Each Fund is authorized to pay a shareholder servicing fee up to 0.25%, on an annual basis, of the Funds average daily net assets attributable to Class A Shares.
The Trust understands that some Shareholder Servicing Agents also may impose certain conditions on their customers, subject to the terms of the Prospectus, in addition to or different from those imposed by the Trust, such as requiring a different minimum initial or subsequent investment, account fees (a fixed amount per transaction processed), compensating balance requirements (a minimum dollar amount a customer must maintain in order to obtain the services offered), or account maintenance fees (a periodic charge based on a percentage of the assets in the account or of the dividends paid on those assets). Each Shareholder Servicing Agent has agreed to transmit to its customers who are holders of Shares appropriate prior written disclosure of any fees that it may charge them directly and to provide written notice at least 30 days prior to the imposition of any transaction fees. Conversely, the Trust understands that certain Shareholder Servicing Agents may credit to the accounts of their customers from whom they are already receiving other fees amounts not exceeding such other fees or the fees received by the Shareholder Servicing Agent from the Funds with respect to those accounts.
For the fiscal years ended October 31, 2016, 2015, and 2014, each Fund incurred the following shareholder servicing expenses:
| Fund | 2016 | 2015 | 2014 |
| EM Debt Fund | $1,486 | $2,428 | $3,237 |
| EM Local Debt Fund | $345 | $362 | $1,150 |
| Frontier Markets Fund | $26,526 | $68,148 | $88,715 |
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| Fund | 2016 | 2015 | 2014 |
| Total Return Fund | $18,758 | $4,967 | $839 |
| Asia ex-Japan Smaller Companies Equity Fund(1) | $293 | $176 | N/A |
| Global High Yield Bond Fund(2) | $94 | $64 | N/A |
| Global High Income Bond Fund(2) | $3 | $55 | N/A |
| Global Equity Volatility Focused Fund(3) | $15 | N/A | N/A |
| Euro High Yield Bond Fund (4) | $26 | N/A | N/A |
|
(1) The Asia ex-Japan Smaller Companies Equity Fund
commenced operations on November 11, 2014. (2) The Global High Yield Bond Fund and Global High
Income Bond Fund commenced operations on July 14, 2015. (3)
The Global Equity Volatility Focused Fund commenced operations on
November 4, 2015. (4) The Euro High Yield Bond Fund
commenced operations on January 19,
2016. | |||
FEDERAL BANKING LAW
The Gramm-Leach-Bliley Act of 1999 repealed certain provisions of the Glass-Steagall Act that had previously restricted the ability of banks and their affiliates to engage in certain mutual fund activities. Nevertheless, HSBC Banks and the Advisers activities remain subject to, and may be limited by, applicable federal banking law and regulations. HSBC Bank and the Adviser believe that they possess the legal authority to perform the services for the Funds contemplated by the Prospectus, this SAI, and the Advisory Contract without violation of applicable statutes and regulations. If future changes in these laws and regulations were to limit the ability of HSBC Bank and the Adviser to perform these services, the Board of Trustees of the Trust would review the relationship with HSBC Bank and the Adviser and consider taking all action necessary in the circumstances, which could include recommending to shareholders the selection of another qualified advisor or, if that course of action appeared impractical, that a Fund be liquidated.
Entities that are part of banking organizations, such as the Adviser and its affiliates, are subject to extensive government regulation. Government regulation may change frequently and may have significant effects, including limiting the ability of the Adviser and its affiliates from engaging in certain trading activities, which may adversely impact a Fund. For example, the so-called Volcker Rule prohibits the Adviser and its affiliates from engaging in certain trading activities. A Fund may be adversely impacted by this rule if the Adviser or its affiliates own 25% or more of a Funds shares outside of any seeding period permitted by the rule. These restrictions may prevent a Fund from maintaining sufficient seed capital and may cause the Fund to liquidate at the end of the period if the Fund is not able to achieve sufficient scale. Other restrictions, including restrictions on trading and transactions with affiliates, can also apply. Funds that are not managed by entities that are part of banking organizations are not subject to these limitations.
EXPENSES
Except for expenses paid by the Adviser and the Distributor, each Fund bears all the costs of its operations. Expenses attributable to a class (Class Expenses) shall be allocated to that class only. Class Expenses with respect to the Class A Shares, must include payments made pursuant to their respective Distribution Plan and the Shareholder Services Plan. In the event a particular expense is not reasonably allocable by class or to a particular class, it shall be treated as a Fund expense or a Trust expense. Trust expenses directly related to a Fund are charged to the Fund; other expenses are allocated proportionally among all the portfolios of the Trust in relation to the NAV of the portfolios.
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DETERMINATION OF NET ASSET VALUE
The following information supplements and should be read in conjunction with the section in the Prospectus entitled, Pricing of Fund Shares. Neither the Prospectus nor the below is meant to reflect a complete list of valuation methodologies that a Fund may use to value its investments.
The NAV of the Funds (other than the Asia ex-Japan Smaller Companies Equity Fund) is determined once each day at the close of trading on the New York Stock Exchange (Exchange), normally at 4 p.m. Eastern time on days the Exchange is open. The Exchange is generally not open, and the Funds do not price their shares, on most U.S. national holidays and on Good Friday. In addition, the following Funds do not price their shares on the following days:
| ➢ Frontiers Markets Fund (Boxing Day (December
26)); | |
| ➢ the Global High Yield Bond Fund, Global High
Income Bond Fund and Euro High Yield Bond Fund (USD Hedged) (days on which
the principal bond markets are closed (as recommended by the Securities
Industry and Financial Markets Association (SIFMA)); | |
| ➢ the Global Equity Volatility Focused Fund
(U.K. domestic holidays); and | |
| ➢ the Euro High Yield Bond Fund (U.K. and French domestic holidays). |
The Asia ex-Japan Smaller Companies Equity Funds NAV is determined once each day at the close of regular trading on the Exchange, normally at 4 p.m. Eastern time, on days that the Exchange, as well as the Hong Kong Exchange, the Taiwan Stock Exchange and the Korea Stock Exchange, are open. The Exchange is generally not open, and the Fund does not price its shares, on most U.S. national holidays and on Good Friday. The Hong Kong Exchange, the Taiwan Stock Exchange and the Korea Stock Exchange are generally not open, and the Fund does not price its shares, on Hong Kong, Taiwan and Korean holidays.
With respect to the Global Equity Volatility Focused Fund, U.S. and U.K. holidays for 2017 and the beginning of 2018 through the end of February (not including Saturdays or Sundays) include:
2017
| April 14* | April 17 | May 1 |
| May 29* | July 4* | August 28 |
| September 4* | November 23* | December 22 |
| December 25** | December 26 | |
| 2018 | ||
| January 1** | January 15* | February 19* |
| * U.S. Fund holiday | ||
| ** U.S. and non-U.S. Fund holiday | ||
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With respect to the Euro High Yield Bond Fund, U.S., French and U.K. holidays for 2017 and the beginning of 2018 through the end of February (not including Saturdays or Sundays) include:
2017
| April 14* | April 17 | May 1 |
| May 8 | May 25 | May 29* |
| June 5 | July 4* | July 14 |
| August 8 | August 28 | September 4* |
| November 23* | December 25** | December 26 |
| 2018 | ||
| January 1** | January 15* | February 19* |
| * U.S. Fund holiday | ||
| ** U.S. and non-U.S. Fund holiday | ||
With respect to the Asia ex-Japan Smaller Companies Equity Fund, U.S., Hong Kong, Taiwanese and Korean holidays for 2017 and the beginning of 2018 through the end of February (not including Saturdays or Sundays) include:
2017
| April 4 | April 14* | April 17 |
| May 1 | May 3 | May 29* |
| May 30 | July 4* | September 4* |
| October 2 | October 5 | November 23* |
| December 25** | December 26 | |
| 2018 | ||
| January 1** | January 15* | February 16 |
| February 17 | February 19** | |
* U.S. Fund holiday | ||
** U.S. and non-U.S. Fund holiday | ||
As a result of the combined U.S. and non U.S. holiday schedule for the Asia ex-Japan Smaller Companies Equity Fund, investors periodically may not be able to purchase or redeem Fund shares for several consecutive weekdays, even though a Funds portfolio securities may change significantly in value. This may prevent an investor from fully benefitting from gains in a Fund and may also prevent an investor from avoiding any losses in the Fund.
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Pursuant to procedures adopted by the Board of Trustees, investments of the Funds for which there are readily available and reliable market quotes or for which independent pricing service pricing is appropriate are valued as follows:
General
| ➢ All securities and other investments are valued based on the market quotes from the broadest and most representative market for the securities, or such other methodologies as are set forth below, including prices provided by approved independent pricing services. All valuations are obtained as of the time NAV is calculated on each Fund business day. Any securities and other investments that cannot be priced according to the methodologies set forth below will be valued in accordance with fair valuation methodologies set forth in the Prospectus and applicable guidance on fair valuation. In this regard, if a broker, dealer or market-maker quote is obtained but is reasonably believed not to reflect market value based on all data available (e.g., it is an outlier as compared to other quotes), it may be discarded. |
Equity securities
| ➢ Exchange-traded, domestic equity securities
are valued at the last sales price on a national securities exchange
(except the NASDAQ Stock Market) or, in the absence of recorded sales, at
the readily available closing bid price on such exchange. Such securities
traded on the NASDAQ Stock Market are valued at the NASDAQ Official
Closing Price on the date of valuation. |
||
| ➢ Domestic equity securities that are not
traded on an exchange are valued at the quoted bid price in the
over-the-counter market. |
||
| ➢ Exchange traded, foreign equity securities
are valued in the appropriate currency at the last quoted sale
price. |
||
| ➢ Foreign equity securities that are not
exchange traded are valued in the appropriate currency at the average of
the quoted bid and asked prices in the over-the-counter
market. |
||
| ➢ Participation notes (also known as P-notes)
are valued by taking the last sales price of the underlying security on
its primary exchange. In the absence of a recorded sale on the underlying
security, the readily available closing bid price on such exchange will be
used. If no sale is available because the country is on holiday, the
previous days quoted sales price would be utilized. All local prices will
be converted to U.S. dollar using the foreign currency exchange rate as of
the close of regular trading on the New York Stock Exchange (usually 4
p.m. EST). |
||
| ➢ Rights and Warrants are valued at the last
sales price on a national securities exchange. If these instruments are
not scheduled to trade for a certain period, they are generally valued
intrinsically based on the terms of the issuance and the price of the
underlying security. The time value of the warrants may also be considered
by the Advisor. |
||
| ➢ Initial Public Offerings (IPOs) are typically priced using corresponding approved independent pricing services for equity securities. In instances where there is a time lag between the IPO and the commencement of public trading of the security there may be no vendor price available. In these instances, the purchase price may be utilized; if the purchase price is not confirmed, the bid price may be utilized. |
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Convertible Securities
| ➢ Convertible securities are valued at the bid price as of the time net asset value is determined by an approved independent pricing service, based on market transactions for normal, institutional-size trading units of similar securities, as well as yield, quality, coupon rate, maturity, type of issue, trading characteristics and other market data, without exclusive reliance on quoted prices on an exchange or over-the-counter prices. If no current day bid price is available then they will be priced either using the last quoted sales price or most recent bid price. |
Debt Securities
| ➢ Debt securities are valued at the bid, as of
the time net asset value is determined, by an approved independent pricing
service, based upon market transactions for normal, institutional-size
trading units of similar securities, as well as yield, quality, coupon
rate, maturity, callability or prepayment option, type and size of issue,
trading characteristics and other market data, without exclusive reliance
on quoted prices on an exchange or over-the-counter prices. |
||
| ➢ Debt securities with remaining maturities of 60 days or less may be valued at amortized cost unless it is determined that amortized cost does not represent fair value (e.g., securities that are not expected to mature at par). Issuer-specific and market-based considerations will be taken into account to determine whether amortized cost represents fair value. Debt securities with remaining maturities of 60 days or less that are not valued based on amortized cost are valued based on prices provided by independent pricing services based on the services proprietary pricing models. |
Registered investment companies (including ETFs
| ➢ Shares of exchange traded and closed-end
registered investment companies are valued in the same manner as other
equity securities. |
||
| ➢ Mutual funds are valued at their NAVs, as reported to the investment adviser or its agent. |
Foreign currencies
| ➢ Foreign currencies are valued at the last
quoted foreign exchange bid quotation against the U.S. dollar from an
approved independent pricing service. |
||
| ➢ The value of Fund assets and liabilities denominated in currencies other than the U.S. dollar are translated into their U.S. dollar equivalent values at such last foreign exchange bid quotation. |
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Repurchase Agreements
| ➢ Repurchase agreements are valued at original cost. |
Swaps
| ➢ Swap agreements are valued by an approved independent
pricing service: |
||
| ➢ if a price is not available from an approved
independent pricing service, they are valued based upon quotations
obtained from broker-dealers or market makers. |
||
| ➢ If prices are available from two or more dealers,
brokers or market makers, the value shall be the mean of the quotations
obtained from these sources. |
||
| ➢ If prices are available from only one dealer, broker
or market maker, the value shall be the quotation
provided. |
||
| ➢ In the absence of a valuation or if the valuation is deemed unreliable, they are valued at the price at which the counterparty would settle or repurchase the instrument. |
Options and Other Derivatives
| ➢ Options and other derivative contracts (other than
swaps as set forth above) on securities, currencies and other financial
instruments traded in the OTC market are valued at prices provided by an
approved independent pricing service |
||
| ➢ If prices are available from two or more dealers,
brokers or market makers, the value shall be the mean of the quotations
obtained from these sources. |
||
| ➢ In the absence of such a value, such derivatives contracts are valued at the marked to-market price (or the evaluated price if a marked-to-market price is not available) provided by the broker-dealer with which the option was traded (which may also be the counterparty). |
Exchange-Traded Options
| ➢ Exchange-Traded options are valued at the closing price or last sale price on the primary instrument for that option as recorded by an approved independent pricing service. |
Foreign Currency Forward Contracts
| ➢ Foreign currency forward contracts are valued by an approved independent pricing service at the current day's interpolated foreign exchange rate, as calculated using the current day's spot rate and the prevailing forward rates, and converted to U.S. dollars at the exchange rate of such currencies against the U.S. dollar, as of the close of regular trading on the New York Stock Exchange (usually 4:00 p.m. Eastern time). |
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Futures Contracts
| ➢ Futures contracts are valued at their settlement price on the exchange on which they are traded. |
Interest income on long-term obligations in a Funds portfolio is determine on the basis of interest accrued plus amortization of original issue discount (generally, the difference between issue price and stated redemption price at maturity) and premiums (generally, the excess of purchase price over stated redemption price at maturity). Interest income on short-term obligations is determined on the basis of interest accrued plus amortization of premium.
The accounting records of a Fund are maintained in U.S. dollars. The market value of investment securities, other assets and liabilities and forward contracts denominated in foreign currencies are translated into U.S. dollars at the prevailing exchange rates at the end of the period. Purchases and sales of securities, income receipts, and expense payments are translated at the exchange rate prevailing on the respective dates of such transactions. Reported net realized gains and losses on foreign currency transactions represent net gains and losses from sales and maturities of forward currency contracts, disposition of foreign currencies, currency gains and losses realized between the trade and settlement dates on securities transactions and the difference between the amount of net investment income accrued and the U.S. dollar amount actually received.
The problems inherent in making a good faith determination of value are recognized in the codification effected by SEC Financial Reporting Release No. 1 (FRR 1 (formerly Accounting Series Release No. 113)) which concludes that there is no automatic formula for calculating the value of restricted securities. It recommends that the best method simply is to consider all relevant factors before making any calculation. According to FRR 1 such factors would include consideration of the type of security involved, financial statements, cost at date of purchase, size of holding, discount from market value of unrestricted securities of the same class at the time of purchase, special reports prepared by analysts, information as to any transactions or offers with respect to the security, existence of merger proposals or tender offers affecting the security, price and extent of public trading in similar securities of the issuer or comparable companies, and other relevant matters.
To the extent that a Fund purchases securities that are restricted as to resale or for which current market quotations are not available, the Adviser will value such securities based upon all relevant factors as outlined in FRR 1.
Subject to the Trusts compliance with applicable regulations, the Trust on behalf of each Fund has reserved the right to pay the redemption or repurchase price of shares, either totally or partially, by a distribution in-kind of portfolio securities (instead of cash), as applicable. The securities so distributed would be valued at the same amount as that assigned to them in calculating the NAV for the shares being sold. If a shareholder received a distribution in-kind, the shareholder could incur brokerage or other charges in converting the securities to cash.
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PURCHASE OF SHARES
Shares may be purchased through the Funds, Shareholder Servicing Agents or Securities Brokers. Shares may be purchased at their NAV next determined after an order is transmitted to and accepted by the Transfer Agent or is received by a Shareholder Servicing Agent or a Securities Broker if it is transmitted to and accepted by the Transfer Agent. Purchases are effected on the same day the purchase order is received by the Transfer Agent provided such order is received prior to 4:00 p.m., New York time, on any day in which regular trading occurs on the New York Stock Exchange, except on certain non-U.S. holidays as described above (Fund Business Day). Each Shareholder Servicing Agent or Securities Broker is responsible for and required to promptly forward orders for shares to the Transfer Agent.
All purchase payments are invested in full and fractional Shares. The Trust reserves the right to cease offering Shares for sale at any time or to reject any order for the purchase of Shares.
An investor may purchase Shares through the Funds directly or by authorizing his Shareholder Servicing Agent or Securities Broker to purchase such Shares on his behalf through the Transfer Agent.
Certain clients of the Adviser whose assets would be eligible for purchase by the Funds may purchase shares of the Trust with such assets. Assets purchased by the Funds will be subject to valuation and other procedures by the Board of Trustees.
The following information supplements and should be read in conjunction with the sections in the Funds Prospectus entitled Purchasing and Adding to Your Shares and Distribution Arrangements/Sales Charges. The Prospectus contains a general description of how investors may buy shares of the Funds and states whether a Fund offers more than one class of shares. Class A Shares are generally sold with a sales charge payable at the time of purchase.
When purchasing Fund shares, you must specify which Class is being purchased.
Shares of the Funds are offered on a continuous basis at NAV, plus any applicable sales charge, by the Distributor as an investment vehicle for institutions, corporations, fiduciaries and individuals.
The sales load on Class A Shares does not apply in any instance to reinvested dividends or distributions.
From time to time, dealers who receive dealer discounts and broker commissions from the Distributor may reallow all or a portion of such dealer discounts and broker commissions to other dealers or brokers. Dealers may not use sales of a Funds Shares to qualify for the compensation to the extent such may be prohibited by the laws of any state or any self-regulatory agency, such as FINRA. None of the aforementioned compensation is paid for by the Funds or their shareholders.
Stock certificates will not be issued with respect to the shares. The Transfer Agent shall keep accounts upon the book of the Trust for recordholders of such shares.
EXCHANGE PRIVILEGE
By contacting the Transfer Agent or his Shareholder Servicing Agent or his Securities Broker, a shareholder of each Fund may exchange some or all of his Shares for shares of a corresponding class of one or more of the HSBC Funds. By contacting the Transfer Agent or his Shareholder Servicing Agent or his Securities Broker, a shareholder of the Class A Shares may be exchanged without a sales charge at NAV for Shares of the same class offered with the same or lower sales charge by any of the Trusts other Funds. Class I Shares and Class S Shares may be exchanged for Shares of the same class offered with the same or lower sales charge by any of the Trusts other Funds at NAV without a front-end sales charge provided that the amount to be exchanged meets the applicable minimum investment requirements. Exchanges for Shares with a higher sales charge may be made upon payment of the sales charge differential.
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An investor will receive Class A Shares of a Fund in exchange for Class A Shares of other HSBC Funds, unless the investor is eligible to receive Class D Shares of the Money Market Funds, in which case the investor will receive Class D Shares of a Money Market Fund in exchange for Class A Shares of an HSBC Fund. An exchange may result in a change in the number of Shares held, but not in the value of such Shares immediately after the exchange. Each exchange involves the redemption of the Shares to be exchanged and the purchase of the shares of the other HSBC Funds, which may produce a gain or loss for tax purposes.
The exchange privilege (or any aspect of it) may be changed or discontinued upon 60 days written notice to shareholders and is available only to shareholders in states in which such exchanges may be legally made. A shareholder considering an exchange should obtain and read the prospectus of the other HSBC Funds and consider the differences in investment objectives and policies before making any exchange.
An exchange is considered a sale of shares and may result in a capital gain or loss for federal income tax purposes. A Shareholder wishing to exchange his or her Shares may do so by contacting the Trust at 800-782-8183, by contacting his or her broker-dealer or by providing written instruction to the Trust.
IN-KIND PURCHASES
The Trust, in its discretion, may permit purchases of Fund shares by means of in-kind contributions of portfolio securities under certain circumstances. An in-kind contribution must be made in the form of securities that are permissible investments for the Funds as described in the Prospectus. In connection with an in-kind securities purchase, the Funds will require, among other things, that the securities be valued in the same manner as they would be valued for purposes of computing a Funds NAV; that the Funds receive satisfactory assurances that they will have good and marketable title to the securities received by them; and that the securities be in proper form for transfer to the Funds. In addition, the Funds generally will not accept securities of any issuer unless they are liquid, have a readily ascertainable market value, and are not subject to restrictions on resale.
The Funds will not be liable for any brokerage commission or fee (except for customary transfer fees) in connection with an in-kind purchase of Fund shares. Your broker may impose a fee in connection with processing your in-kind purchase of Fund shares. An investor contemplating an in-kind purchase of Fund shares should consult his or her tax adviser to determine the tax consequences under Federal and state law of making such a purchase.
AUTOMATIC INVESTMENT PLAN
The Trust offers a plan for regularly investing specified dollar amounts ($25.00 minimum in monthly, quarterly, semi-annual or annual intervals) in the Funds. If an Automatic Investment Plan is selected, subsequent investments will be automatic and will continue until such time as the Trust and the investors bank are notified in writing to discontinue further investments. Due to the varying procedures to prepare, process and forward the bank withdrawal information to the Trust, there may be a delay between the time of bank withdrawal and the time the money reaches the Funds. The investment in the Funds will be made at the NAV per share determined on the Fund Business Day that both the check and the bank withdrawal data are received in required form by the Transfer Agent. Further information about the Automatic Investment Plan may be obtained from Citi at the telephone number listed on the front cover.
For further information on how to purchase Shares, an investor should contact the Funds directly at HSBC Funds, PO Box 182845, Columbus, Ohio 43218-2845 or by calling 1-800-782-8183.
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PURCHASES THROUGH A SHAREHOLDER SERVICING AGENT OR A SECURITIES BROKER
Shares are being offered to the public, to customers of a Shareholder Servicing Agent and to customers of a Securities Broker. Shareholder Servicing Agents and Securities Brokers may offer services to their customers, including specialized procedures for the purchase and redemption of Shares, such as pre- authorized or automatic purchase and redemption programs. Each Shareholder Servicing Agent and Securities Broker may establish its own terms, conditions and charges, including limitations on the amounts of transactions, with respect to such services. Charges for these services may include fixed annual fees, account maintenance fees and minimum account balance requirements. The effect of any such fees will be to reduce the net return on the investment of customers of that Shareholder Servicing Agent or Securities Broker. Conversely, certain Servicing Agents may (although they are not required by the Trust to do so) credit to the accounts of their customers from whom they are already receiving other fees amounts not exceeding such other fees or the fees received by the Servicing Agent and Securities Broker from the Funds, which will have the effect of increasing the net return on the investment of such customers of those Servicing Agents and Securities Brokers.
Shareholder Servicing Agents and Securities Brokers may transmit purchase payments on behalf of their customers by wire directly to the Funds custodian bank by following the procedures described above.
For further information on how to direct a Securities Broker or a Shareholder Servicing Agent to purchase Shares, an investor should contact his Securities Broker or his Shareholder Servicing Agent.
SALES CHARGES
CLASS A SHARES
The public offering price of the Class A Shares of the Funds equals NAV plus the applicable sales charge. The Distributor receives this sales charge and may reallow it as dealer discounts and brokerage commissions as follows:
Frontier Markets Fund, Asia ex-Japan Smaller Companies Equity Fund, and Global Equity Volatility Focused Fund
| Size of Transaction at
Offering Price |
Sales Charges as
a Percentage of Offering Price |
Percentage of Net Amount Invested |
| Less than $50,000 | 5.00% | 5.26% |
| $50,000 but less than $100,000 | 4.50% | 4.71% |
| $100,000 but less than $250,000 | 3.75% | 3.90% |
| $250,000 but less than $500,000 | 2.50% | 2.56% |
| $500,000 but less than $1,000,000 | 2.00% | 2.04% |
| $1,000,000 and over | None | None |
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Emerging Markets Debt Fund, Emerging Markets Local Debt Fund, Total Return Fund , Global High Yield Bond Fund, Global High Income Bond Fund and Euro High Yield Bond Fund
| Size of Transaction at
Offering Price |
Sales Charges as
a Percentage of Offering Price |
Percentage of Net
Amount Invested |
| Less than $50,000 | 4.75% | 4.99% |
| $50,000 but less than $100,000 | 4.25% | 4.44% |
| $100,000 but less than $250,000 | 3.50% | 3.63% |
| $250,000 but less than $500,000 | 2.50% | 2.56% |
| $500,000 but less than $1,000,000 | 2.00% | 2.04% |
| $1,000,000 and over | None | None |
SALES CHARGE WAIVERS
The Funds may waive sales charges for the purchase of Class A Shares of the Funds by or on behalf of: (1) purchasers for whom HSBC or one of its affiliates acts in a fiduciary, advisory, custodial or similar capacity, (2) employees and retired employees (including spouses, children and parents of employees and retired employees) of HSBC, and any affiliates thereof, (3) Trustees of the Trust, (4) directors and retired directors (including spouses and children of directors and retired directors) of HSBC and any affiliates thereof, (5) purchasers who use proceeds from an account for which HSBC or one of its affiliates acts in a fiduciary, advisory, custodial or similar capacity, to purchase Class A Shares of the Funds, (6) brokers, dealers and agents who have a sales agreement with the Distributor, and their employees (and the immediate family members of such individuals), (7) investment advisers or financial planners that have entered into an agreement with the Distributor and that place trades for their own accounts or the accounts of eligible clients and that charge a fee for their services, and clients of such investment advisers or financial planners who place trades for their own accounts if such accounts are linked to the master account of the investment adviser or financial planner on the books and records of a broker or agent that has entered into an agreement with the Distributor, (8) orders placed on behalf of other investment companies distributed by Foreside or its affiliated companies, and (9) shares purchased by tax-qualified employee benefit plans. The Funds may also waive sales charges for the purchase of Class A Shares that were subject to a sales charge or sales charges for the purchase of the Funds Class A Shares with the proceeds from the recent redemption of Class B Shares. The purchase must be made within 60 days of the redemption, and the Transfer Agent must be notified in writing by the investor, or by his or her financial institution, at the time the purchase is made. A copy of the investors account statement showing such redemption must accompany such notice. To receive a sales charge waiver in conjunction with any of the above categories, shareholders must, at the time of purchase, give the Transfer Agent sufficient information to permit confirmation of qualification.
CONCURRENT PURCHASES
For purposes of qualifying for a lower sales charge, investors have the privilege of combining concurrent purchases of Class A Shares of any fund in the HSBC Family of Funds. For example, if a shareholder concurrently purchases Class A Shares in one of the Funds of the Trust sold with a sales charge at the total public offering price of $25,000 and Class A Shares in another Fund sold with a sales charge at the total public offering price of $75,000, the sales charge would be that applicable to a $100,000 purchase as shown in the appropriate table above. The investors concurrent purchases described above shall include the combined purchases of the investor, the investors spouse and children under the age of 21 and the purchasers retirement plan accounts. To receive the applicable public offering price pursuant to this privilege, shareholders must, at the time of purchase, give the Transfer Agent sufficient information to permit confirmation of qualification. This privilege, however, may be modified or eliminated at any time or from time to time by the Trust without notice.
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LETTER OF INTENT
An investor may obtain a reduced sales charge by means of a written Letter of Intent, which expresses the intention of such investor to purchase Class A Shares of the Funds at a designated total public offering price within a designated 13-month period. Each purchase of Class A Shares under a Letter of Intent will be made at the NAV plus the sales charge applicable at the time of such purchase to a single transaction of the total dollar amount indicated in the Letter of Intent (the Applicable Sales Charge). A Letter of Intent may include purchases of Class A Shares made not more than 90 days prior to the date such investor signs a Letter of Intent; however, the 13-month period during which the Letter of Intent is in effect will begin on the date of the earliest purchase to be included. An investor will receive as a credit against his/her purchase(s) of Class A Shares during this 90-day period at the end of the 13-month period, the difference, if any, between the sales load paid on previous purchases qualifying under the Letter of Intent and the Applicable Sales Charge.
A Letter of Intent is not a binding obligation upon the investor to purchase the full amount indicated. The minimum initial investment under a Letter of Intent is 5% of such amount. Class A Shares purchased with the first 5% of such amount will be held in escrow (while remaining registered in the name of the investor) to secure payment of the higher sales charge applicable to the Class A Shares actually purchased if the full amount indicated is not purchased, and such escrowed Class A Shares will be involuntarily redeemed to pay the additional sales charge, if necessary. Dividends on escrowed Class A Shares, whether paid in cash or reinvested in additional Class A Shares, are not subject to escrow. The escrowed Class A Shares will not be available for disposal by the investor until all purchases pursuant to the Letter of Intent have been made or the higher sales charge has been paid. When the full amount indicated has been purchased, the escrow will be released. To the extent that an investor purchases more than the dollar amount indicated in the Letter of Intent and qualifies for a further reduced sales charge, the sales charge will be adjusted for the entire amount purchased at the end of the 13-month period. The difference in sales charge will be used to purchase additional Class A Shares of the Funds at the then-current public offering price subject to the rate of sales charge applicable to the actual amount of the aggregate purchases. For further information about Letters of Intent, interested investors should contact the Trust at 1-800-782-8183. This program, however, may be modified or eliminated at any time or from time to time by the Trust without notice.
RIGHT OF ACCUMULATION
Pursuant to the right of accumulation, investors are permitted to purchase Class A Shares of the Funds at the public offering price applicable to the total of: (a) the total public offering price of the Class A Shares of the Funds then being purchased; plus (b) an amount equal to the then-current NAV of the purchasers combined holdings of the Class A Shares of the Funds that were subject to a sales charge, and any Class B Shares and/or Class C Shares held. Class A Shares sold to purchasers for whom HSBC or one of its affiliates acts in a fiduciary, advisory, custodial (other than retirement accounts), agency, or similar capacity are not presently subject to a sales charge. The purchasers combined holdings described above shall include the combined holdings of the purchaser, the purchasers spouse and children under the age of 21 and the purchasers retirement plan accounts. To receive the applicable public offering price pursuant to the right of accumulation, shareholders must, at the time of purchase, give the Transfer Agent sufficient information to permit confirmation of qualification. This right of accumulation, however, may be modified or eliminated at any time or from time to time by the Trust without notice.
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REDEMPTION OF SHARES
A shareholder may redeem all or any portion of the shares in his account at any time at the NAV next determined after a redemption order in good order is furnished by the shareholder to the Transfer Agent, with respect to shares purchased directly through the Funds, or to his Securities Broker or his Shareholder Servicing Agent, and is transmitted to and received by the Transfer Agent. Shares may be redeemed without charge and are effected on the same day the redemption order is received by the Transfer Agent provided such order is received prior to the close of trading on the Exchange, on any Fund Business Day. See Determination of Net Asset Value above. Shares redeemed earn dividends up to and including the day prior to the day the redemption is effected.
The proceeds of a redemption are normally paid from each Fund in U.S. dollars within a week following the date on which the redemption is effected. The Funds may suspend the right of redemption and postpone for more than seven days the date of payment upon redemption: (i) during periods when the Exchange is closed other than for weekends and certain holidays or when trading on such Exchange is restricted; (ii) during periods in which, as a result of emergency, disposal, or evaluation of the NAV of the portfolio securities is not reasonably practicable; or (iii) for such other periods as the SEC may permit. To be in a position to eliminate excessive expenses, the Trust reserves the right to redeem upon not less than 30 days notice all shares in an account which has a value below $50, provided that such involuntary redemptions will not result from fluctuations in the value of Fund shares. A shareholder will be allowed to make additional investments prior to the date fixed for redemption to avoid liquidation of the account.
Unless shares have been purchased directly from the Funds, a shareholder may redeem shares only by authorizing his Securities Broker, if applicable, or his Shareholder Servicing Agent to redeem such Shares on his behalf (since the account and records of such a shareholder are established and maintained by his Securities Broker or his Shareholder Servicing Agent). For further information as to how to direct a Securities Broker or a Shareholder Servicing Agent to redeem shares, a shareholder should contact his Securities Broker or his Shareholder Servicing Agent.
The Board of Trustees of the Trust has adopted Redemption-in-Kind Procedures that provide that redemptions by affiliated shareholders may be satisfied by the distribution of portfolio securities in-kind, reflecting the shareholders proportionate interest in the relevant Fund, subject to certain adjustments. The Board of Trustees, including a majority of the Trustees who are not interested persons of the Trust, is required under the Procedures to determine no less frequently than quarterly that all redemptions-in-kind to affiliated shareholders made during the preceding quarter (if any) (a) were effected in accordance with the procedures; (b) did not favor the affiliated shareholder to the detriment of any other shareholder; and (c) were in the best interests of the distributing Fund.
Redemption proceeds are generally paid in cash, but the Funds reserve the right to pay all or part of any redemption proceeds in-kind. However, the Funds have made an election pursuant to Rule 18f-1 under the 1940 Act to redeem shares of each Fund solely in cash up to the lesser of $250,000 or 1.00% of the NAV of the Fund during any 90-day period for any one shareholder. The Funds reserve the right to pay all or part of other redemptions by a distribution of portfolio securities in kind from the applicable Funds portfolio. The securities distributed in kind would be valued at the same value as that assigned to them in calculating the NAV of the shares being redeemed. In the event a shareholder receives an in-kind distribution of portfolio securities, it would be the responsibility of the shareholder to dispose of the securities. The shareholder would be subject to the risks that the value of the securities would decline prior to their sale, that it would be difficult to sell the securities, and that brokerage fees could be incurred.
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SYSTEMATIC WITHDRAWAL PLAN
Any shareholder who owns shares with an aggregate value of $10,000 or more may establish a Systematic Withdrawal Plan under which he redeems at NAV the number of full and fractional shares that will produce the monthly, quarterly, semi-annual or annual payments specified (minimum $50.00 per payment). Depending on the amounts withdrawn, systematic withdrawals may deplete the investors principal. Investors contemplating participation in this Systematic Withdrawal Plan should consult their tax advisers. No additional charge to the shareholder is made for this service.
REDEMPTION OF SHARES PURCHASED DIRECTLY THROUGH THE FUNDS
Redemption by Letter. Redemptions may be made by letter to the Transfer Agent specifying the dollar amount or number of shares to be redeemed, account number and the Fund. The letter must be signed in exactly the same way the account is registered (if there is more than one owner of the Shares, all must sign). In connection with a written redemption request, all signatures of all registered owners or authorized parties must be guaranteed by an Eligible Guarantor Institution, which includes a domestic bank, broker, dealer, credit union, national securities exchange, registered securities association, clearing agency or savings association. The Funds transfer agent, however, may reject redemption instructions if the guarantor is neither a member nor a participant in a signature guarantee program (currently known as STAMP, SEMP, or NYSE MSP). Corporations, partnerships, trusts or other legal entities may be required to submit additional documentation.
Redemption by Wire or Telephone. An investor may redeem shares of the Funds by wire or by telephone if he has checked the appropriate box on the Purchase Application or has filed a Telephone Authorization Form with the Trust. These redemptions may be paid from the applicable Fund by wire or by check. The Trust reserves the right to refuse telephone wire redemptions and may limit the amount involved or the number of telephone redemptions. The telephone redemption procedure may be modified or discontinued at any time by the Trust. Instructions for wire redemptions are set forth in the Purchase Application. The Trust employs reasonable procedures to confirm that instructions communicated by telephone are genuine. For instance, the following information must be verified by the shareholder or securities broker at the time a request for a telephone redemption is effected: (1) shareholders account number; (2) shareholders social security number; and (3) name and account number of shareholders designated securities broker or bank. If the Trust fails to follow these or other established procedures, it may be liable for any losses due to unauthorized or fraudulent instructions.
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RETIREMENT PLANS
Shares of the Funds are offered in connection with tax-deferred retirement plans. Application forms and further information about these plans, including applicable fees, are available from the Trust or the Sponsor upon request. The tax law governing tax-deferred retirement plans is complex and changes frequently. Before investing in the Funds through one or more of these plans, an investor should consult his or her tax adviser.
INDIVIDUAL RETIREMENT ACCOUNTS (IRAs)
Shares of the Funds may be used as a funding medium for an IRA. An Internal Revenue Service-approved IRA plan may be available from an investors Servicing Agent. In any event, such a plan is available from the Sponsor naming Citi as custodian. The minimum initial investment for an IRA is $250; the minimum subsequent investment is $100. In general, IRAs are available to individuals who receive compensation or earned income and their spouses whether or not they are active participants in a tax- qualified or Government-approved retirement plan. In general, an IRA contribution by an individual who participates, or whose spouse participates, in a tax-qualified or Government-approved retirement plan may not be deductible, in whole or in part, depending upon the individuals income. Individuals also may establish an IRA to receive a rollover contribution of distributions from another IRA or a qualified plan. Tax advice should be obtained before planning a rollover or determining contribution limits.
DEFINED CONTRIBUTION PLANS
Investors who are self-employed may purchase shares of the Funds for retirement plans for self-employed persons that are known as defined contribution plans (formerly Keogh or H.R. 10 Plans). HSBC offers a prototype plan for money purchase and profit sharing defined contribution plans. The rules governing these plans are complex, and a tax adviser should be consulted.
SECTION 457 PLAN, 401(K) PLAN, 403(B) PLAN
The Funds may be used as investment vehicles for certain deferred compensation plans provided for by Section 457 of the Code with respect to service for state governments, local governments, rural electric cooperatives and political subdivisions, agencies, instrumentalities, tax-exempt organizations and certain affiliates of such entities. The Funds may also be used as investment vehicles for both 401(k) plans and 403(b) plans.
DIVIDENDS AND DISTRIBUTIONS
Generally, a Funds net investment income consists of the interest and dividend income it earns, less expenses. In computing interest income, premiums are not amortized nor are discounts accrued on long-term debt securities in the Fund, except as required for federal income tax purposes. A Funds net realized capital gains, if any, are distributed to shareholders annually. Additional distributions are also made to each Funds shareholders to the extent necessary to avoid application of the 4% non-deductible federal excise tax on certain undistributed income and net capital gains of regulated investment companies. Shares begin accruing dividends on the day they are purchased.
For the EM Debt Fund, EM Local Debt Fund, Total Return Fund, Global High Yield Bond Fund, Global High Income Bond Fund, and Euro High Yield Bond Fund, dividends are distributed monthly. For the the Frontier Markets Fund, Asia ex-Japan Smaller Companies Equity Fund and Global Equity Volatility Focused Fund, dividends are distributed annually. Unless a shareholder elects to receive dividends in cash (subject to the policies of the shareholders Shareholder Servicing Agent or Securities Broker), dividends are distributed in the form of additional full and fractional shares of each Fund.
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Dividends substantially equal to a Funds net investment income earned during the month are distributed in that month to the Funds shareholders of record.
Unless a shareholder elects to receive dividends in cash (subject to the policies of the shareholders Shareholder Servicing Agent or Securities Broker), dividends are distributed in the form of additional full and fractional shares of each Fund.
DESCRIPTION OF SHARES, VOTING RIGHTS, AND LIABILITIES
The Trusts Agreement and Declaration of Trust permits the Trustees to issue an unlimited number of full and fractional shares of beneficial interest (par value $0.001 per share) and to divide or combine the shares into a greater or lesser number of shares without thereby materially changing the proportionate beneficial interests in the Trust. Currently, the Trust has 21 series of shares, each of which constitutes a separately managed Fund. The Trust reserves the right to create additional series of shares. Currently, the Funds issue separate classes of shares as described under General Information.
Subject to the distinctions permitted among classes of the Trust or any series as established by the Trustees consistent with the requirements of the 1940 Act, each share of the Trust or any series shall represent an equal beneficial interest in the net assets of the Trust or such series, and each shareholder of the Trust or any series shall be entitled to receive such shareholders pro rata share of distributions of income and capital gains, if any, made with respect to the Trust or such series. Upon redemption of the shares of any series, the applicable shareholder shall be paid solely out of the funds and property of such series of the Trust. Except as otherwise provided by the Trustees, shareholders shall have no preemptive or other right to subscribe to any additional shares or other securities issued by the Trust.
The Trustees may require shareholders to redeem shares for any reason under terms set by the Trustees. When issued, shares are fully paid and non-assessable. The Trustees may, however, cause shareholders, or shareholders of a particular series or class, to pay certain transfer agency, servicing or similar agent charges 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.
Shareholders are entitled to one vote for each share held on matters on which they are entitled to vote (and a proportionate fractional vote for each fraction of a share). The Trust is not required and has no current intention to hold annual meetings of shareholders, although the Trust will hold special meetings of Fund shareholders when in the judgment of the Trustees of the Trust it is necessary or desirable to submit matters for a shareholder vote or as otherwise required by the 1940 Act or other applicable federal law. It is not anticipated that the Trust will hold shareholders meetings unless required by law or its Agreement and Declaration of Trust or By-Laws. On any matters submitted to a vote of the shareholders, all shares of the Trust then entitled to vote shall be voted in aggregate, except: (i) when required by the 1940 Act, shares shall be voted by individual series or class; (ii) when the matter involves any action that the Trustees have determined will affect only the interests of one or more series, then only shareholders of such series shall be entitled to vote thereon; and (iii) when the matter involves any action that the Trustees have determined will affect only the interests of one or more classes, then only the shareholders of such class or classes shall be entitled to vote thereon. Accordingly, shareholders of each series generally vote separately, for example, to approve investment advisory contracts or changes in fundamental investment policies or restrictions, but shareholders of all series may vote together to the extent required under the 1940 Act, such as in the election or selection of Trustees, principal underwriters and accountants for the Trust. Under certain circumstances, the shareholders of one or more series could control the outcome of these votes.
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Shares of each class of a series represent an equal pro rata interest in such series and, generally, have identical voting, dividend, liquidation, and other rights, preferences, powers, terms and conditions, except that: (i) each class shall have a different designation; (ii) each class of shares shall bear any class expenses; and (iii) each class shall have separate voting rights on any matter submitted to shareholders in which the interests of one class differ from the interests of any other class. Upon liquidation or dissolution of a Fund, shareholders of the Fund would generally be entitled to share pro rata in the net assets of the Funds available for distribution to shareholders.
The shareholders of the Funds have the power to vote only: (i) for the election or removal of Trustees as and to the extent provided in the Trusts Agreement and Declaration of Trust; (ii) with respect to such additional matters relating to the Trust as may be required by federal law including the 1940 Act, or any registration of the Trust with the SEC (or any successor agency) or any state; and (iii) as the Trustees may otherwise consider necessary or desirable in their sole discretion.
The Trust is an entity of the type commonly known as a Delaware statutory trust. Under Delaware law and the Trusts Agreement and Declaration of Trust, shareholders are entitled to the same limitation of personal liability extended to shareholders of corporations organized under Delaware law. Therefore, shareholders generally will not be subject to personal liability for Fund obligations. The risk that a shareholder will incur personal liability for Fund obligations is limited to the circumstances in which a state court may not apply Delaware law or the terms of the Trusts Agreement and Declaration of Trust.
OWNERSHIP OF THE FUNDS
As of February 1, 2017, the following persons owned of record 5% or more of a Fund or class of shares:
| Percent of the | ||||
| Class Total Assets | ||||
| Held by the | ||||
| Fund/Class | No. of Shares | Shareholder | ||
| HSBC Emerging Markets Debt Fund Class A | ||||
| Charles Schwab & Co., Inc. | ||||
| 101 Montgomery St | 9,075.661 | 22.11% | ||
| San Francisco, CA 94104 | ||||
| National Financial Services LLC | ||||
| FEBO Deborah A. Hazell | 4,295.918 | 10.47% | ||
| New York, NY | ||||
| Pershing LLC | ||||
| One Pershing Plaza | 22,796.776 | 55.56% | ||
| Jersey City, NJ 07399 | ||||
| LPL Financial Corporation | ||||
| 4707 Executive Drive | 4,560.758 | 11.11% | ||
| San Diego, CA 92121-3091 | ||||
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| HSBC Emerging Markets Debt Fund Class I | ||||
| Northern Trust Company, As Custodian | ||||
| PO Box 92956 | 382,718.16 | 37.29% | ||
| Chicago, IL 60675 | ||||
| Pershing LLC | ||||
| One Pershing Plaza | 615,466.293 | 59.98% | ||
| Jersey City, NJ 07399 | ||||
| HSBC Emerging Markets Local Debt Fund | ||||
| Class A | ||||
| Suzanne Glosman | ||||
| Neil Glosman | ||||
| JTWROS | 1,154.974 | 8.00% | ||
| Manhasset, NY 11030-2148 | ||||
| Charles Schwab & Co., Inc. | ||||
| 101 Montgomery St | 1,482.506 | 10.26% | ||
| San Francisco, CA 94104 | ||||
| National Financial Services LLC | ||||
| FEBO Deborah A. Hazell | 5,019.203 | 34.76% | ||
| New York, NY | ||||
| Pershing LLC | ||||
| One Pershing Plaza | 6,721.446 | 46.55% | ||
| Jersey City, NJ 07399 | ||||
| HSBC Emerging Markets Local Debt Fund | ||||
| Class I | ||||
| Northern Trust Company, As Custodian | ||||
| PO Box 92956 | 532,293.322 | 12.66% | ||
| Chicago, IL 60675 | ||||
| Pershing LLC | ||||
| One Pershing Plaza | 3,430,119.866 | 81.67% | ||
| Jersey City, NJ 07399 | ||||
| HSBC Frontier Market Fund Class A | ||||
| Charles Schwab & Co., Inc. | ||||
| 101 Montgomery St | 281,688.333 | 49.07% | ||
| San Francisco, CA 94104 | ||||
| LPL Financial Corporation | ||||
| 4707 Executive Drive | 76,498.34 | 13.32% | ||
| San Diego, CA 92121-3091 | ||||
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| HSBC Frontier Markets Fund Class I | ||||
| Wells Fargo Bank NA | ||||
| PO Box 1533 | 1,781,314.61 | 63.52% | ||
| Minneapolis, MN 55480-1533 | ||||
| Charles Schwab & Co., Inc. | ||||
| 101 Montgomery St | 171,362.14 | 6.11% | ||
| San Francisco, CA 94104 | ||||
| UBS Financial Services Inc. FBO | ||||
| Impactassets Inc. | ||||
| Baiada Family DAF | 170,911.462 | 6.09% | ||
| Bethesda, MD 20814-3218 | ||||
| HSBC Total Return Fund Class A | ||||
| Charles Schwab & Co., Inc. | ||||
| 101 Montgomery St | 161,389.822 | 88.87% | ||
| San Francisco, CA 94104 | ||||
| HSBC Total Return Fund Class I | ||||
| McWood Co. | ||||
| P.O. Box 29522 | 1,355,851.125 | 48.27% | ||
| Raleigh, N.C. 27626-0522 | ||||
| Charles Schwab & Co., Inc. | ||||
| 101 Montgomery St | 832,094.676 | 29.62% | ||
| San Francisco, CA 94104 | ||||
| National Financial Services LLC | ||||
| Mutual Fund Department, 4TH Floor | 153,630.763 | 5.47% | ||
| 499 Washington Blvd | ||||
| Jersey City, NJ 07310 | ||||
| HSBC Total Return Fund Class S | ||||
| Richard A. Fabietti | ||||
| Cold Spring Harbor, NY 11724 | 54.588 | 17.35% | ||
| National Financial Services LLC | ||||
| Mutual Fund Department, 4TH Floor | 259.998 | 82.64% | ||
| 499 Washington Blvd | ||||
| Jersey City, NJ 07310 | ||||
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| HSBC Asia ex-Japan Smaller Companies Equity | ||||
| Fund Class A | ||||
| HSBC Global Asset Management Ltd. | 10,238.486 | 66.26% | ||
| 78 St. James St. | ||||
| London, UK SW1A1EJ | ||||
| National Financial Services LLC FEBO | ||||
| Damian Hendrickson | 5,212.042 | 33.73% | ||
| Hingham, MA | ||||
| HSBC Asia ex-Japan Smaller Companies Equity | ||||
| Fund Class I | ||||
| HSBC Global Asset Management Ltd. | ||||
| 78 St. James St. | 1,012,567.97 | 99.21% | ||
| London, UK SW1A1EJ | ||||
| HSBC Asia ex-Japan Smaller Companies Equity | ||||
| Fund Class S | ||||
| HSBC Global Asset Management Ltd. | ||||
| 78 St. James St. | 10,352.635 | 100% | ||
| London, UK SW1A1EJ | ||||
| HSBC Global High Yield Bond Fund Class A | ||||
| HSBC Global Asset Management Ltd. | ||||
| 78 St. James St. | 10,687.113 | 6.42% | ||
| London, UK SW1A1EJ | ||||
| Charles Schwab & Co., Inc. | ||||
| 101 Montgomery St | 149,983.768 | 90.20% | ||
| San Francisco, CA 94104 | ||||
| HSBC Global High Yield Bond Fund Class I | ||||
| HSBC Global Asset Management Ltd. | ||||
| 78 St. James St. | 2,668,678.294 | 100% | ||
| London, UK SW1A1EJ | ||||
| HSBC Global High Income Bond Fund Class A | ||||
| HSBC Global Asset Management Ltd. | ||||
| 78 St. James St. | 10,498.694 | 41.66% | ||
| London, UK SW1A1EJ | ||||
| Charles Schwab & Co., Inc. | ||||
| 101 Montgomery St | 14,543.098 | 57.72% | ||
| San Francisco, CA 94104 | ||||
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| HSBC Global High Income Bond Fund Class I | ||||
| HSBC Global Asset Management Ltd. | 2,621,138.032 | 99.90% | ||
| 78 St. James St. | ||||
| London, UK SW1A1EJ | ||||
| HSBC Global Equity Volatility Focused Fund | ||||
| Class A | ||||
| HSBC Global Asset Management Ltd. | ||||
| 78 St. James St. | 10,164.018 | 100% | ||
| London, UK SW1A1EJ | ||||
| HSBC Global Equity Volatility Focused Fund | ||||
| Class I | ||||
| HSBC Global Asset Management Ltd. | ||||
| 78 St. James St. | 1,007,286.692 | 99.80% | ||
| London, UK SW1A1EJ | ||||
| HSBC Euro High Yield Bond Fund (USD | ||||
| Hedged) Class A | ||||
| HSBC Global Asset Management Ltd. | ||||
| 78 St. James St. | 2,558,967.349 | 100% | ||
| London, UK SW1A1EJ | ||||
| HSBC Euro High Yield Bond Fund (USD | ||||
| Hedged) Class I | ||||
| HSBC Global Asset Management Ltd. | ||||
| 78 St. James St. | 10,273.091 | 100% | ||
| London, UK SW1A1EJ | ||||
TAXATION
Set forth below is a discussion of certain U.S. federal income tax issues concerning the Funds and the purchase, ownership, and disposition of Fund shares. This discussion does not purport to be complete or to deal with all aspects of federal income taxation that may be relevant to shareholders in light of their particular circumstances. This discussion is based upon present provisions of the Code, the regulations promulgated thereunder, and judicial and administrative ruling authorities, all of which are subject to change, which change may be retroactive. Prospective investors should consult their own tax adviser with regard to the federal tax consequences of the purchase, ownership, or disposition of Fund shares, as well as the tax consequences arising under the laws of any state, foreign country, or other taxing jurisdiction.
TAX STATUS OF THE FUNDS
The Funds each intend to be taxed as a regulated investment company under Subchapter M of the Code. Accordingly, each Fund must, among other things: (a) derive in each taxable year at least 90% of its gross income from dividends, interest, payments with respect to certain securities loans, and gains from the sale or other disposition of stock, securities, foreign currencies, net income derived from an interest in a qualified publicly traded partnership or other income derived with respect to its business of investing in such stock, securities or currencies; and (b) diversify its holdings so that, at the end of each fiscal quarter, (i) at least 50% of the value of the Funds total assets is represented by cash and cash items, U.S. Government securities, the securities of other regulated investment companies and other securities, with such other securities limited, in respect of any one issuer, to an amount not greater than 5% of the value of the Funds total assets and 10% of the outstanding voting securities of such issuer, and (ii) not more than 25% of the value of its total assets is invested in the securities of any one issuer (other than U.S. Government securities and the securities of other regulated investment companies), in two or more issuers that the Fund controls and which are engaged in the same or similar trades or businesses or of one or more qualified publicly traded partnerships.
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If for any taxable year a Fund does not qualify for federal tax treatment as a regulated investment company, all of the Funds net taxable investment income would (unless certain cure provisions apply) be subject to federal and, potentially, state income tax at regular corporate rates without any deduction for distributions to its shareholders. In such event, dividend distributions (including amounts derived from interest on municipal securities) would be taxable to a Funds shareholders to the extent of the Funds current and accumulated earnings and profits.
As a regulated investment company, a Fund generally is not subject to U.S. federal income tax on income and gains that it distributes to shareholders, if at least 90% of the Funds investment company taxable income (which includes, among other items, dividends, interest and the excess of any net short-term capital gains over net long-term capital losses) for the taxable year is distributed (i.e., the 90% distribution requirement). Each Fund intends to distribute all or substantially all of such income.
Amounts not distributed on a timely basis in accordance with a calendar year distribution requirement are subject to a nondeductible 4% excise tax at the Fund level. To avoid the tax, each Fund must generally distribute during each calendar year an amount equal to the sum of: (1) at least 98% of its ordinary income (taking into account certain deferrals and elections) for the calendar year; (2) at least 98.2% of its capital gains in excess of its capital losses (adjusted for certain ordinary losses) for a one-year period generally ending on October 31 of the calendar year; and (3) all ordinary income and capital gains for previous years that were not distributed or taxed during such years. To avoid application of the excise tax, the Funds intend to make distributions in accordance with the calendar year distribution requirement.
A distribution will be treated as paid on December 31 of a calendar year if it is declared by a Fund in October, November or December of that year with a record date in such a month and paid by the Fund during January of the following year. Such a distribution will be taxable to shareholders in the calendar year in which the distribution is declared, rather than the calendar year in which it is received.
DISTRIBUTIONS IN GENERAL
Distributions of investment company taxable income are generally taxable to a U.S. shareholder as ordinary income, whether paid in cash or shares (see below for information concerning reduced rates of tax for certain dividends exempt-interest dividends and capital gain dividends). Dividends paid by a Fund to a corporate shareholder, to the extent such dividends are attributable to dividends received by the Fund from U.S. corporations, may, subject to limitation, be eligible for the dividends received deduction. However, the alternative minimum tax applicable to corporations may reduce the value of the dividends received deduction.
Generally, the maximum tax rate for individual taxpayers on long-term capital gains and on certain qualifying dividends on corporate stock is 15% or 20%, depending on whether the individuals income exceeds certain threshold amounts. These rates do not apply to corporate taxpayers. Each Fund will be able to separately report distributions of any qualifying long-term capital gains or qualifying dividends earned by the Fund that would be eligible for the lower maximum rate. A shareholder would also have to satisfy a more than 60-day holding period as well as other requirements with respect to any distributions of qualifying dividends in order to obtain the benefit of the lower rate. Distributions from Funds investing in bonds and other debt instruments will not generally qualify for the lower rates. Note that distributions of earnings from dividends paid by qualified foreign corporations can also qualify for the lower tax rates on qualifying dividends. Qualified foreign corporations are corporations incorporated in a U.S. possession, corporations whose stock is readily tradable on an established securities market in the U.S., and corporations eligible for the benefits of a comprehensive income tax treaty with the United States, which satisfy certain other requirements. Passive foreign investment companies are not treated as qualified foreign corporations.
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The excess of net long-term capital gains over net short-term capital losses realized, distributed and properly designated by a Fund, whether paid in cash or reinvested in Fund shares, will generally be taxable to shareholders as long-term capital gain, regardless of how long a shareholder has held Fund shares. Capital gain distributions made to individuals are generally subject to a maximum federal income tax rate of 15% or 20%, depending on whether the individuals income exceeds certain threshold amounts. Net capital gains from assets held for one year or less will be taxed as ordinary income.
An additional 3.8% Medicare tax is imposed on certain net investment income (including ordinary dividends and capital gain distributions received from a Fund and net gains from redemptions or other taxable dispositions of Fund shares) of U.S. individuals, estates and trusts to the extent that such persons modified adjusted gross income (in the case of an individual) or adjusted gross income (in the case of an estate or trust) exceeds certain threshold amounts.
Shareholders receiving distributions in the form of additional shares will be taxed on the amount of such distribution and will have a cost basis for federal income tax purposes in each share received equal to the amount of the cash the shareholder could have received. Shareholders will be notified annually as to the U.S. federal tax status of distributions.
If the NAV of shares is reduced below a shareholders cost as a result of a distribution by a Fund, such distribution generally will be taxable even though it represents a partial return of invested capital. Investors should be careful to consider the tax implications of buying shares of a Fund just prior to a distribution. The price of shares purchased at this time will include the amount of the forthcoming distribution, but the distribution will generally be taxable to the shareholder.
SALE, EXCHANGE, OR REDEMPTION OF SHARES
Upon a redemption, sale or exchange of shares of a Fund, a shareholder will realize a taxable gain or loss depending upon his or her basis in the shares. A gain or loss will be treated as capital gain or loss if the shares are capital assets in the shareholders hands, and the rate of tax will depend upon the shareholders holding period for the shares. If an individual shareholder has held the shares as a capital asset for more than one year, the maximum current federal income tax rate is generally 15% or 20%, depending on whether the shareholders income exceeds certain threshold amounts. Any loss realized from a disposition of Fund shares that were held for six months or less will be disallowed to the extent that dividends received from the Fund are designated as exempt-interest dividends. Any loss realized on a redemption, sale or exchange also will be disallowed to the extent the shares disposed of are replaced (including through reinvestment of dividends) within a period of 61 days, beginning 30 days before and ending 30 days after the shares are disposed of. In such a case, the basis of the shares acquired will be adjusted to reflect the disallowed loss. If a shareholder holds Fund shares for six months or less and during that period receives a distribution taxable to the shareholder as long-term capital gain, any loss realized on the sale of such shares during such six-month period would be a long-term loss to the extent of such distribution.
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The Code requires the Funds to report to the Internal Revenue Service, and furnish to Fund shareholders, cost basis information for Fund shares purchased on or after January 1, 2012, and sold on or after that date. The Funds will permit Fund shareholders to elect from among several cost basis methods accepted by the Internal Revenue Service, including average cost. In the absence of an election by a shareholder, the Funds will use the average cost method with respect to that shareholder.
If, within 90 days after purchasing Fund shares with a sales charge, a shareholder exchanges the shares and acquires new shares at a reduced (or without any) sales charge pursuant to a right acquired with the original shares prior to February 1st of the calendar year following the initial acquisition of Fund shares, prior to February 1st of the calendar year following the initial acquisition of Fund shares, then the shareholder may not take the original sales charge into account in determining the shareholders gain or loss on the disposition of the shares. Gain or loss will generally be determined by excluding all or a portion of the sales charge from the shareholders tax basis in the exchanged shares, and the amount excluded will be treated as an amount paid for the new shares.
BACKUP WITHHOLDING
The Funds generally will be required to withhold federal income tax at a rate of 28% (backup withholding) from dividends paid, capital gain distributions, and redemption proceeds to shareholders if: (1) the shareholder fails to furnish the Funds with the shareholders correct taxpayer identification number or social security number; (2) the IRS notifies the shareholder or the Funds that the shareholder has failed to report properly certain interest and dividend income to the IRS and to respond to notices to that effect; or (3) when required to do so, the shareholder fails to certify that he or she is not subject to backup withholding. Any amounts withheld may be credited against the shareholders federal income tax liability.
OTHER TAXATION
Distributions may be subject to additional state and local taxes, depending on each shareholders particular situation.
FOREIGN SHAREHOLDERS
Taxation of a shareholder who, as to the United States, is a nonresident alien individual, foreign trust or estate, or foreign corporation or foreign partnership ("foreign shareholder"), depends on whether the income from a Fund is "effectively connected" with a U.S. trade or business carried on by such shareholder. If the income from a Fund is not effectively connected with a U.S. trade or business carried on by a foreign shareholder, ordinary income dividends (including distributions of any net short-term capital gains) will generally be subject to U.S. withholding tax at the rate of 30% (or lower treaty rate) upon the gross amount of the dividend. Note that the preferential rate of tax applicable to qualified dividend income (discussed above) does not apply to dividends paid to foreign shareholders. Such a foreign shareholder would generally be exempt from U.S. federal income tax on gains realized on the sale of shares of a Fund, and distributions of net long-term capital gains that are designated as capital gain dividends. If the income from a Fund is effectively connected with a U.S. trade or business carried on by a foreign shareholder, then ordinary income dividends, capital gain dividends and any gains realized upon the sale of shares of a Fund will be subject to U.S. federal income tax at the rates applicable to U.S. citizens or domestic corporations. If the Funds elect to report distributions derived from certain U.S. source interest and short-term capital gains, such distributions may be paid to foreign shareholders free of withholding. However, depending on the circumstances, the Funds may designate all, some or none of the Funds potentially eligible dividends as eligible for this exemption, and a portion of the Funds distributions (e.g. interest from non-U.S. sources or any foreign currency gains) would be ineligible for this potential exemption from withholding. The Funds are required to withhold U.S. tax (at a 30% rate) on payments of taxable dividends and (effective January 1, 2019) redemption proceeds and certain capital gain dividends made to certain non-U.S. entities that fail to comply (or be deemed compliant) with extensive new reporting and withholding requirements designed to inform the U.S. Department of the Treasury of U.S.-owned foreign investment accounts. Shareholders may be requested to provide additional information to the Funds to enable the Funds to determine whether withholding is required.
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The tax consequences to a foreign shareholder entitled to claim the benefits of an applicable tax treaty may be different from those described herein. Foreign shareholders are urged to consult their own tax advisers with respect to the particular tax consequences to them of an investment in the Funds, including the applicability of the U.S. estate tax and foreign taxes.
FUND INVESTMENTS
Market Discount. If a Fund purchases a debt security in the secondary market at a price lower than the stated redemption price at maturity of such debt security, the excess of the stated redemption price over the purchase price is market discount. If the amount of market discount is more than a de minimis amount, a portion of such market discount must be included as ordinary income (not capital gain) by a Fund in respect of each taxable year in which the Fund owns an interest in such debt security and receives a principal payment on it. In particular, a Fund will be required to allocate that principal payment first to the portion of the market discount on the debt security that has accrued but has not previously been includable in income. In general, the amount of market discount that must be included for each period is equal to the lesser of (i) the amount of market discount accruing during such period (plus any accrued market discount for prior periods not previously taken into account) or (ii) the amount of the principal payment with respect to such period. Generally, market discount accrues on a daily basis for each day the debt security is held by a Fund, at a constant rate over the time remaining to the debt securitys maturity or, at the election of the Fund, at a constant yield to maturity, which takes into account the semi-annual compounding of interest. Gain realized on the disposition of a market discount obligation must be recognized as ordinary interest income (not capital gain) to the extent of the accrued market discount not previously taken into account.
Original Issue Discount. Certain debt securities acquired by a Fund may be treated as debt securities that were originally issued at a discount. Very generally, original issue discount is defined as the difference between the price at which a security was issued and its stated redemption price at maturity. Although a Fund receives no actual cash income from such a discount, original issue discount that accrues on debt securities in a given year generally are treated for federal income tax purposes as interest and, therefore, such income would be subject to the distribution requirements applicable to regulated investment companies. Some debt securities may be purchased by a Fund at a discount that exceeds the original issue discount on such debt securities, if any. This additional discount generally represents market discount for federal income tax purposes (see above).
Options, Futures and Forward Contracts. Any regulated futures contracts and certain options (namely, nonequity options and dealer equity options) in which a Fund may invest may be section 1256 contracts. Gains (or losses) on these contracts generally are considered to be 60% long-term and 40% short-term capital gains or losses. Also, section 1256 contracts held by a Fund at the end of each taxable year (and on certain other dates prescribed in the Code) are marked to market with the result that unrealized gains or losses are treated as though they were realized.
108
Transactions in options, futures and forward contracts undertaken by a Fund may result in straddles for federal income tax purposes. The straddle rules may affect the character of gains (or losses) realized by a Fund, and losses realized by the Fund on positions that are part of a straddle may be deferred under the straddle rules rather than being taken into account in calculating the taxable income for the taxable year in which the losses are realized. In addition, certain carrying charges (including any interest expense) associated with positions in a straddle may be required to be capitalized rather than deducted currently. Certain elections that the Funds may make with respect to its straddle positions may also affect the amount, character and timing of the recognition of gains or losses from the affected positions.
Because only a few regulations implementing the straddle rules have been promulgated, the consequences of such transactions to the Funds are not entirely clear. The straddle rules may increase the amount of short-term capital gain realized by the Funds, which are characterized as ordinary income when distributed to shareholders. Because application of the straddle rules may affect the character of gains or losses, defer losses and/or accelerate the recognition of gains or losses from the affected straddle positions, the amount which must be distributed to shareholders as ordinary income or long-term capital gain may be increased or decreased substantially as compared to a Fund that did not engage in such transactions.
Certain hedging activities may cause a dividend that would otherwise be subject to the lower tax rate applicable to a qualifying dividend, to instead be subject to the rate of tax applicable to ordinary income.
Constructive Sales. Under certain circumstances, the Funds may recognize gain from a constructive sale of an appreciated financial position it holds if it enters into a short sale, forward contract or other transaction that substantially reduces the risk of loss with respect to the appreciated position. In that event, a Fund would be treated as if it had sold and immediately repurchased the property and would be taxed on any gain (but not loss) from the constructive sale. The character of gain from a constructive sale would depend upon a Funds holding period in the property. Loss from a constructive sale would be recognized when the property was subsequently disposed of, and its character would depend on a Funds holding period and the application of various loss deferral provisions of the Code. Constructive sale treatment does not apply to transactions if such transaction is closed before the end of the 30th day after the close of a Funds taxable year and the Fund holds the appreciated financial position throughout the 60-day period beginning with the day such transaction was closed.
FOREIGN TAX ISSUES
Passive Foreign Investment Companies. The Funds may invest in stocks of foreign companies that are considered passive foreign investment companies (PFICs) under the Code. In general, a foreign company considered as a PFIC if at least 50% of its assets constitute investment-type assets or 75% or more of its gross income constitutes investment-type income. In general, under the PFIC rules, an excess distribution received with respect to PFIC stock is treated as having been realized ratably over the period during which the Funds held the PFIC stock. A Fund itself will be subject to tax on the portion, if any, of the excess distribution that is allocated to that Funds holding period in prior taxable years (and an interest factor will be added to the tax, as if the tax had actually been payable in such prior taxable years) even though that Fund distributes the corresponding income to shareholders. Excess distributions include any gain from the sale of PFIC stock as well as certain distributions from a PFIC. All excess distributions are characterized as ordinary income.
The Funds may be able to elect alternative tax treatment with respect to PFIC stock. Under an election that currently may be available, a Fund generally would be required to include in its gross income its share of the earnings of a PFIC on a current basis, regardless of whether any distributions are received from the PFIC. If this election is made, the special rules, discussed above, relating to the taxation of excess distributions, would not apply. Alternatively, each Fund may be able to elect to mark to market its PFIC stock, resulting in the stock being treated as having been sold at fair market value on the last business day of each taxable year. Any resulting gain would be reported by a Fund as ordinary income, and mark-to-market losses and any loss from an actual disposition of the Funds shares would be deductible by the Fund as ordinary losses to the extent of any net mark-to-market gains included in income in prior taxable years.
109
Alternatively, the Fund may be able to elect to treat a PFIC investment as a qualified electing fund upon the condition precedent that the PFIC furnishes a PFIC annual information statement to the Fund. Under this election, the Fund would be required to annually recognize its pro-rata share of net income and net capital gains of the PFIC regardless of whether they are actually distributed by the PFIC.
Because the application of the PFIC rules may affect, among other things, the character of gains, the amount of gain or loss and the timing of the recognition of income with respect to PFIC stock, as well as subject each Fund itself to tax on certain income from PFIC stock, the amount that must be distributed to shareholders, and which will be taxed to shareholders as ordinary income or long-term capital gain, may be increased or decreased substantially as compared to a fund that did not invest in PFIC stock. Note that distributions from a PFIC are not eligible for the reduced rate of tax on qualifying dividends.
Foreign Taxes. Income received by the Funds from sources within foreign countries may be subject to withholding and other income or similar taxes imposed by such countries. If more than 50% of the value of a Funds total assets at the close of its taxable year consists of securities of foreign corporation, or if at least 50% of the value of a Funds total assets at the close of each quarter of its taxable year is represented by interests in other regulated investment companies, that Fund will be eligible and may (or may not) elect to pass through to that Funds shareholders the amount of qualifying foreign taxes paid by the Fund (the pass-through election). Pursuant to this election, a shareholder will be required to include in gross income (in addition to taxable dividends actually received) his pro rata share of the qualifying foreign taxes paid by a Fund, and will be entitled either to deduct (as an itemized deduction) his pro rata share of foreign income and similar taxes in computing his taxable income or to use it as a foreign tax credit against his U.S. federal income tax liability, subject to limitations. No deduction for foreign taxes may be claimed by a shareholder who does not itemize deductions, but such a shareholder may be eligible to claim the foreign tax credit (see below). No credit may be claimed by a shareholder with respect to Fund shares that have been held less than 16 days. Each shareholder will be notified after the close of a Funds taxable year whether the foreign taxes paid by the Fund will pass through for that year.
Generally, a credit for foreign taxes is subject to the limitation that it may not exceed the shareholders U.S. tax attributable to his foreign source taxable income. For this purpose, if the pass-through election is made, the source of a Funds income flows through to its shareholders. With respect to each Fund, gains from the sale of securities may be treated as derived from U.S. sources and certain currency fluctuation gains including fluctuation gains from foreign currency denominated debt securities, receivables and payables, may be treated as derived from U.S. sources. The limitation on the foreign tax credit is applied separately to foreign source passive income (as defined for purposes of the foreign tax credit), including the foreign source passive income passed through by a Fund. Shareholders may be unable to claim a credit for the full amount of their proportionate share of the foreign taxes paid by a Fund. If a Fund is not eligible to, or does not, make the pass-through election, the foreign income taxes it pays generally will reduce investment company taxable income and the distributions by a Fund will be treated as United States source income. Furthermore, the amount of the foreign tax credit that is available to a shareholder may be limited to the extent that dividends from a foreign corporation qualify for the lower tax rate on qualifying dividends.
110
Foreign Currency. Under the Code, gains or losses attributable to fluctuations in foreign currency exchange rates which occur between the time a Fund accrues income or other receivables or accrues expenses or other liabilities denominated in a foreign currency and the time the Fund actually collects such receivables or pays such liabilities generally are treated as ordinary income or ordinary loss. Similarly, on disposition of some investments, including debt securities and certain forward contracts denominated in a foreign currency, gains or losses attributable to fluctuations in the value of foreign currency between the date of acquisition of the security or contract and the date of disposition also are treated as ordinary gain or loss. These gains and losses, referred to under the Code as section 988 gains and losses, may increase or decrease the amount of a Funds net investment income to be distributed to its shareholders as ordinary income. For example, fluctuations in exchange rates may increase the amount of income that each Fund must distribute in order to qualify for treatment as a regulated investment company and to prevent application of an excise tax on undistributed income. Alternatively, fluctuations in exchange rates may decrease or eliminate income available for distribution. If section 988 losses exceed other net investment income during a taxable year, a Fund would not be able to make ordinary dividend distributions, and any distributions made before the losses were realized would be recharacterized as a return of capital to shareholders for federal income tax purposes, rather than as an ordinary dividend, reducing each shareholders basis in his or her Fund shares.
As described above, at least 90% of a Funds gross income for each taxable year must be Qualifying Income. The Code expressly confers upon the Secretary of the Treasury of the United States the authority to issue tax regulations that would exclude income and gains from investments in foreign currencies from treatment as Qualifying Income in cases in which the foreign currency income or gains are not directly related to the companys principal business of investing in stocks or securities (or options or futures with respect to such stocks or securities). In light of this grant of regulatory authority, there is no assurance that the Secretary will not issue such regulations. Moreover, there is a remote possibility that such regulations may be applied retroactively, which could affect the ability of a Fund to qualify as a RIC.
OTHER INFORMATION
CAPITALIZATION
The Trust is an open-end, management investment company formed as a statutory trust under the laws of the State of Delaware on March 2, 2016. The Funds were previously series of HSBC Funds, a different legal entity organized as a Massachusetts business trust (the Predecessor Trust). In 2016, at a special meeting of shareholders, the shareholders of each series of the Predecessor Trust (the Predecessor Funds) approved the reorganization of the Predecessor Funds with and into corresponding shell series of the Trust. The shell series of the Trust succeeded to the accounting and performance histories of the Predecessor Funds. Any historical information provided for a Fund that relates to periods prior to June 24, 2016 is that of the corresponding Predecessor Fund.
The Predecessor Trust was a Massachusetts business trust established under a Declaration of Trust dated April 22, 1987, as a successor to two previously-existing Massachusetts business trusts, Fund Trust Tax-Free Trust (organized on July 30, 1986) and Fund Vest (organized on July 17, 1984, and since renamed Fund Source). Prior to October 3, 1994, the name of the Predecessor Trust was Fund Trust. Prior to April 12, 2001, the name of the Predecessor Trust was Republic Funds. Prior to February 28, 2012, the name of the Predecessor Trust was HSBC Investor Funds.
The capitalization of the Trust consists solely of an unlimited number of shares of beneficial interest with a par value of $0.001 each. The Board of Trustees may establish additional series (with different investment objectives and fundamental policies) and classes of shares within each series at any time in the future. Establishment and offering of additional classes or series will not alter the rights of the Funds shareholders.
111
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Trustees has appointed PricewaterhouseCoopers LLP (PwC) as the independent registered public accounting firm of the Trust. PwC audits the Trusts annual financial statements and prepares the Trusts income tax returns. PwCs address is 300 Madison Ave., New York, NY 10017.
COUNSEL
Dechert LLP, 1900 K Street, N.W., Washington, D.C. 20006, advises on certain legal matters in connection with the shares of the Funds offered by the Trust, and also acts as counsel to the Trust. Stradley Ronon Stevens & Young, LLP, 1250 Connecticut Avenue, N.W. Suite 500, Washington, DC 20036, acts as counsel to the Independent Trustees of the Trust.
CODE OF ETHICS
The Trust, and each of the Adviser, Subadvisers and Citi have adopted a code of ethics, as required by applicable law, including Rule 17j-1 under the 1940 Act, which is designed to prevent affiliated persons of the Trust, the Adviser, Subadvisers and Citi from engaging in deceptive, manipulative, or fraudulent activities in connection with securities held or to be acquired by the Funds (which may also be held by persons subject to a code). Such persons are prohibited from effecting certain transactions, allowed to effect certain exempt transactions, required to pre-clear certain transactions and to report certain transactions on a regular basis.
REGISTRATION STATEMENT
This SAI and the Prospectus do not contain all the information included in the Trusts registration statement filed with the SEC under the 1933 Act with respect to shares of a Fund, certain portions of which have been omitted pursuant to the rules and regulations of the SEC. The registration statement, including the exhibits filed therewith, may be examined at the office of the SEC in Washington, D.C. or on the SECs website at http://www.sec.gov.
Statements contained herein and in the Prospectus as to the contents of any contract or other document referred to are not necessarily complete, and, in each instance, reference is made to the copy of such contract or other document that was filed as an exhibit to the registration statement, each such statement being qualified in all respects by such reference.
FINANCIAL STATEMENTS
Current audited financial statements for the HSBC Emerging Markets Debt Fund, HSBC Emerging Markets Local Debt Fund, HSBC Frontier Markets Fund, HSBC Total Return Fund, HSBC Asia ex-Japan Smaller Companies Equity Fund, HSBC Global High Yield Bond Fund, HSBC Global High Income Bond Fund, HSBC Global Equity Volatility Focused Fund and HSBC Euro High Yield Bond Fund (USD Hedged), dated October 31, 2016, have been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as indicated in its report with respect thereto, and are incorporated herein by reference from the Annual Report of such Funds dated October 31, 2016, as filed with the SEC. Copies of the report will be provided without charge to each person receiving this SAI.
SHAREHOLDER INQUIRIES
All shareholder inquiries should be directed to the Trust, P.O. Box 8106, Boston, MA 02266-8106.
GENERAL AND ACCOUNT INFORMATION: (800) 782-8183 (TOLL FREE)
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APPENDIX A
DESCRIPTION OF SECURITY RATINGS
STANDARD & POORS
Long-Term Issue Credit Ratings
Issue credit ratings are based, in varying degrees, on Standard & Poor's analysis of the following considerations:
| ● |
Likelihood of payment capacity and willingness of the obligor to meet its financial commitment on an obligation in accordance with the terms of the obligation; |
| ● |
Nature of and provisions of the obligation; |
| ● |
Protection afforded by, and relative position of, the obligation in the event of bankruptcy, reorganization, or other arrangement under the laws of bankruptcy and other laws affecting creditors rights. |
Issue ratings are an assessment of default risk, but may incorporate an assessment of relative seniority or ultimate recovery in the event of default. Junior obligations are typically rated lower than senior obligations, to reflect the lower priority in bankruptcy, as noted above. (Such differentiation may apply when an entity has both senior and subordinated obligations, secured and unsecured obligations, or operating company and holding company obligations.)
AAA An obligation rated AAA has the highest rating assigned by Standard & Poors. The obligors capacity to meet its financial commitment on the obligation is extremely strong.
AA An obligation rated AA differs from the highest-rated obligations only to a small degree. The obligors capacity to meet its financial commitment on the obligation is very strong.
A An obligation rated A is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligations in higher-rated categories. However, the obligors capacity to meet its financial commitment on the obligation is still strong.
BBB An obligation rated BBB exhibits adequate protection parameters. However, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity of the obligor to meet its financial commitment on the obligation.
BB, B, CCC, CC, and C Obligations rated 'BB', 'B', 'CCC', 'CC', and 'C' are regarded as having significant speculative characteristics. 'BB' indicates the least degree of speculation and 'C' the highest. While such obligations will likely have some quality and protective characteristics, these may be outweighed by large uncertainties or major exposures to adverse conditions.
BB An obligation rated 'BB' is less vulnerable to nonpayment than other speculative issues. However, it faces major ongoing uncertainties or exposure to adverse business, financial, or economic conditions which could lead to the obligor's inadequate capacity to meet its financial commitment on the obligation.
B An obligation rated 'B' is more vulnerable to nonpayment than obligations rated 'BB', but the obligor currently has the capacity to meet its financial commitment on the obligation. Adverse business, financial, or economic conditions will likely impair the obligor's capacity or willingness to meet its financial commitment on the obligation.
A-1
CCC An obligation rated 'CCC' is currently vulnerable to nonpayment, and is dependent upon favorable business, financial, and economic conditions for the obligor to meet its financial commitment on the obligation. In the event of adverse business, financial, or economic conditions, the obligor is not likely to have the capacity to meet its financial commitment on the obligation.
CC An obligation rated CC is currently highly vulnerable to nonpayment.
C A 'C' rating is assigned to obligations that are currently highly vulnerable to nonpayment, obligations that have payment arrearages allowed by the terms of the documents, or obligations of an issuer that is the subject of a bankruptcy petition or similar action which have not experienced a payment default. Among others, the 'C' rating may be assigned to subordinated debt, preferred stock or other obligations on which cash payments have been suspended in accordance with the instrument's terms or when preferred stock is the subject of a distressed exchange offer, whereby some or all of the issue is either repurchased for an amount of cash or replaced by other instruments having a total value that is less than par.
D An obligation rated 'D' is in payment default. The 'D' rating category is used when payments on an obligation, including a regulatory capital instrument, are not made on the date due even if the applicable grace period has not expired, unless Standard & Poor's believes that such payments will be made during such grace period. The 'D' rating also will be used upon the filing of a bankruptcy petition or the taking of similar action if payments on an obligation are jeopardized. An obligation's rating is lowered to 'D' upon completion of a distressed exchange offer, whereby some or all of the issue is either repurchased for an amount of cash or replaced by other instruments having a total value that is less than par.
Plus (+) or Minus (-) The ratings from AA to CCC may be modified by the addition of a plus (+) or minus (-) sign to show relative standing within the major rating categories.
NR This indicates that no rating has been requested, that there is insufficient information on which to base a rating, or that Standard & Poor's does not rate a particular obligation as a matter of policy.
Municipal Short-Term Note Ratings
A Standard & Poor's U.S. municipal note rating reflects Standard & Poor's opinion about the liquidity factors and market access risks unique to the notes. Notes due in three years or less will likely receive a note rating. Notes with an original maturity of more than three years will most likely receive a long-term debt rating. In determining which type of rating, if any, to assign, Standard & Poor's analysis will review the following considerations:
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Amortization schedule the larger the final maturity relative to other maturities, the more likely it will be treated as a note; and |
| ● |
Source of payment the more dependent the issue is on the market for its refinancing, the more likely it will be treated as a note. |
A-2
Note rating symbols are as follows:
SP-1 Strong capacity to pay principal and interest. An issue determined to possess a very strong capacity to pay debt service is given a plus (+) designation.
SP-2 Satisfactory capacity to pay principal and interest, with some vulnerability to adverse financial and economic changes over the term of the notes.
SP-3 Speculative capacity to pay principal and interest.
Short-Term Issue Credit Ratings
A-1 A short-term obligation rated 'A-1' is rated in the highest category by Standard & Poor's. The obligor's capacity to meet its financial commitment on the obligation is strong. Within this category, certain obligations are designated with a plus sign (+). This indicates that the obligor's capacity to meet its financial commitment on these obligations is extremely strong.
A-2 A short-term obligation rated 'A-2' is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligations in higher rating categories. However, the obligor's capacity to meet its financial commitment on the obligation is satisfactory.
A-3 A short-term obligation rated 'A-3' exhibits adequate protection parameters. However, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity of the obligor to meet its financial commitment on the obligation.
Variable Rate Demand Obligations:
Standard & Poor's assigns "dual" ratings to all debt issues that have a put option or demand feature as part of their structure. The first rating addresses the likelihood of repayment of principal and interest as due, and the second rating addresses only the demand feature. The long-term rating symbols are used for bonds to denote the long-term maturity and the short-term rating symbols for the put option (for example, 'AAA/A-1+'). With U.S. municipal short-term demand debt, note rating symbols are used with the short-term issue credit rating symbols (for example, 'SP-1+/A-1+').
MOODYS INVESTORS SERVICE (Moodys)
Long-Term Obligation Ratings
Moodys long-term ratings are opinions of the relative credit risk of financial obligations with an original maturity of one year or more. They address the possibility that a financial obligation will not be honored as promised. Such ratings use Moodys Global Scale and reflect both the likelihood of default and any financial loss suffered in the event of default.
Aaa Obligations rated Aaa are judged to be of the highest quality, with minimal credit risk.
Aa Obligations rated Aa are judged to be of high quality and are subject to very low credit risk.
A Obligations rated A are considered upper-medium grade and are subject to low credit risk.
Baa Obligations rated Baa are subject to moderate credit risk. They are considered medium grade and as such may possess certain speculative characteristics.
A-3
Ba Obligations rated Ba are judged to have speculative elements and are subject to substantial credit risk.
B Obligations rated B are considered speculative and are subject to high credit risk.
Caa Obligations rated Caa are judged to be of poor standing and are subject to very high credit risk.
Ca Obligations rated Ca are highly speculative and are likely in, or very near, default, with some prospect of recovery of principal and interest.
C Obligations rated C are the lowest rated class and are typically in default, with little prospect for recovery of principal or interest.
Note Moodys appends numerical modifiers 1, 2, and 3 to each generic rating classification from Aa through Caa. The modifier 1 indicates that the obligation ranks in the higher end of its generic rating category; the modifier 2 indicates a mid-range ranking; and the modifier 3 indicates a ranking in the lower end of that generic rating category.
U.S. Municipal Short Term Obligation Ratings
MIG 1 This designation denotes superior credit quality. Excellent protection is afforded by established cash flows, highly reliable liquidity support, or demonstrated broad-based access to the market for refinancing.
MIG 2 This designation denotes strong credit quality. Margins of protection are ample, although not as large as in the preceding group.
MIG 3 This designation denotes acceptable credit quality. Liquidity and cash-flow protection may be narrow, and market access for refinancing is likely to be less well-established.
SG This designation denotes speculative-grade credit quality. Debt instruments in this category may lack sufficient margins of protection.
Demand Obligation Ratings
In the case of variable rate demand obligations (VRDOs), a two-component rating is assigned; a long or short-term debt rating and a demand obligation rating. The first element represents Moodys evaluation of the degree of risk associated with scheduled principal and interest payments. The second element represents Moodys evaluation of the degree of risk associated with the ability to receive purchase price upon demand (demand feature), using a variation of the MIG rating scale, the Variable Municipal Investment Grade or VMIG rating.
When either the long- or short-term aspect of a VRDO is not rated, that piece is designated NR, e.g., Aaa/NR or NR/VMIG 1.
VMIG rating expirations are a function of each issues specific structural or credit features.
VMIG 1 This designation denotes superior credit quality. Excellent protection is afforded by the superior short-term credit strength of the liquidity provider and structural and legal protections that ensure the timely payment of purchase price upon demand.
A-4
VMIG 2 This designation denotes strong credit quality. Good protection is afforded by the strong short-term credit strength of the liquidity provider and structural and legal protections that ensure the timely payment of purchase price upon demand.
VMIG 3 This designation denotes acceptable credit quality. Adequate protection is afforded by the satisfactory short-term credit strength of the liquidity provider and structural and legal protections that ensure the timely payment of purchase price upon demand.
SG This designation denotes speculative-grade credit quality. Demand features rated in this category may be supported by a liquidity provider that does not have an investment grade short-term rating or may lack the structural and/or legal protections necessary to ensure the timely payment of purchase price upon demand.
Short-Term Obligation Ratings
Moodys short-term ratings are opinions of the ability of issuers to honor short-term financial obligations. Ratings may be assigned to issuers, short-term programs or to individual short-term debt instruments. Such obligations generally have an original maturity not exceeding thirteen months, unless explicitly noted.
Moodys employs the following designations to indicate the relative repayment ability of rated issuers:
P-1 Issuers (or supporting institutions) rated Prime-1 have a superior ability to repay short-term debt obligations.
P-2 Issuers (or supporting institutions) rated Prime-2 have a strong ability to repay short-term debt obligations.
P-3 Issuers (or supporting institutions) rated Prime-3 have an acceptable ability to repay short term obligations.
NP Issuers (or supporting institutions) rated Not Prime do not fall within any of the Prime rating categories.
Note: Canadian issuers rated P-1 or P-2 have their short-term ratings enhanced by the senior-most long-term rating of the issuer, its guarantor or support-provider.
FITCH, INC. (Fitch Ratings)
Corporate Finance Obligations Long-Term Rating Scales
Ratings of individual securities or financial obligations of a corporate issuer address relative vulnerability to default on an ordinal scale. In addition, for financial obligations in corporate finance, a measure of recovery given default on that liability is also included in the rating assessment. This notably applies to covered bonds ratings, which incorporate both an indication of the probability of default and of the recovery given a default of this debt instrument.
The relationship between issuer scale and obligation scale assumes an historical average recovery of between 30%50% on the senior, unsecured obligations of an issuer. As a result, individual obligations of entities, such as corporations, are assigned ratings higher, lower, or the same as that entity's issuer rating or Issuer Default Rating (IDR).
A-5
AAA Highest credit quality. `AAA denotes the lowest expectation of credit risk. They are assigned only in cases of exceptionally strong capacity for timely payment of financial commitments. This capacity is highly unlikely to be adversely affected by foreseeable events.
AA Very high credit quality. `AA ratings denote expectations of very low credit risk. They indicate very strong capacity for payment of financial commitments. This capacity is not significantly vulnerable to foreseeable events.
A High credit quality. 'A' ratings denote expectations of low credit risk. The capacity for payment of financial commitments is considered strong. This capacity may, nevertheless, be more vulnerable to adverse business or economic conditions than is the case for higher ratings.
BBB Good credit quality. 'BBB' ratings indicate that expectations of credit risk are currently low. The capacity for payment of financial commitments is considered adequate but adverse business or economic conditions are more likely to impair this capacity.
BB Speculative. 'BB' ratings indicate an elevated vulnerability to credit risk, particularly in the event of adverse changes in business or economic conditions over time; however, business or financial alternatives may be available to allow financial commitments to be met.
B Highly speculative. B ratings indicate that material credit risk is present.
CCC Substantial credit risk. CCC ratings indicate that substantial credit risk is present.
CC Very high levels of credit risk. CC ratings indicate very high levels of credit risk.
C Exceptionally high levels of credit risk. C indicates exceptionally high levels of credit risk.
Defaulted obligations typically are not assigned 'D' ratings, but are instead rated in the 'B' to 'C' rating categories, depending upon their recovery prospects and other relevant characteristics. This approach better aligns obligations that have comparable overall expected loss but varying vulnerability to default and loss.
Notes: The modifiers "+" or "-" may be appended to a rating to denote relative status within major rating categories. Such suffixes are not added to the 'AAA' obligation rating category, or to corporate finance obligation ratings in the categories below 'B'.
The subscript 'emr' is appended to a rating to denote embedded market risk which is beyond the scope of the rating. The designation is intended to make clear that the rating solely addresses the counterparty risk of the issuing bank. It is not meant to indicate any limitation in the analysis of the counterparty risk, which in all other respects follows published Fitch criteria for analyzing the issuing financial institution. Fitch does not rate these instruments where the principal is to any degree subject to market risk.
Short-Term Ratings Assigned to Obligations in Corporate, Public and Structured Finance
A short-term issuer or obligation rating is based in all cases on the short-term vulnerability to default of the rated entity or security stream and relates to the capacity to meet financial obligations in accordance with the documentation governing the relevant obligation. Short-Term Ratings are assigned to obligations whose initial maturity is viewed as "short term" based on market convention. Typically, this means up to 13 months for corporate, sovereign, and structured obligations, and up to 36 months for obligations in U.S. public finance markets.
A-6
F-1 Highest short-term credit quality. Indicates the strongest intrinsic capacity for timely payment of financial commitments; may have an added "+" to denote any exceptionally strong credit feature.
F-2 Good short-term credit quality. Good intrinsic capacity for timely payment of financial commitments.
F-3 Fair short-term credit quality. The intrinsic capacity for timely payment of financial commitments is adequate.
B Speculative short-term credit quality. Minimal capacity for timely payment of financial commitments, plus heightened vulnerability to near term adverse changes in financial and economic conditions.
C High short-term default risk. Default is a real possibility.
RD Restricted default. Indicates an entity that has defaulted on one or more of its financial commitments, although it continues to meet other financial obligations. Applicable to entity ratings only.
D Default. Indicates a broad-based default event for an entity, or the default of a short-term obligation.
A-7
APPENDIX B
HSBC FUNDS
The Trust delegates the authority to vote proxies related to portfolio securities of each series (the Funds) of the Trust to HSBC Global Asset Management (USA) Inc. (HSBC), which in turn delegates proxy voting authority for some Funds of the Trust to a Sub-Adviser retained to provide day-to-day portfolio management for that Fund. The Board of Trustees (the Board) adopts the proxy voting policies and procedures of HSBC and the Sub-Advisers as the proxy voting policies and procedures that will be used by each of these respective entities when exercising voting authority on behalf of each Fund. These policies and procedures are attached hereto.
There may be circumstances, notably in non-U.S. jurisdictions, where HSBC or the Sub-Adviser refrains from voting proxies when the cost of voting the proxies exceeds the benefits expected to the Funds or when voting is subject to restrictions and limitations that impede or make impractical the exercise of shareholder rights (such as when voting would restrict the Funds rights to trade the securities, non-public information about Fund holdings is requested to vote proxies, or local laws restrict voting by non-local shareholders).
The Board will provide the Trusts consent to vote in matters where HSBC or a Sub-Adviser seeks such consent because of a conflict of interest that arises in connection with a particular vote, or for other reasons.
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APPENDIX C
Proxy Voting
Policy and Procedures HSBC Global Asset
Management
(USA) Inc.
Regulatory Compliance
FINAL
Version 2.0
Last Reviewed Date
November 2015

INTERNAL - No part of this
publication may be reproduced, stored in a retrieval system, or transmitted, on
any form or by any means, electronic, mechanical, photocopying, recording, or
otherwise, without the prior written permission HSBC North America.
Effective Date: November 1, 2015
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| HSBC Global Asset Management (USA) Inc. Regulatory Compliance | Version 2.0 |
| Proxy Voting Policy and Procedures | November |
Table of Contents
| Section 1: Introduction | 3 |
| 1.1 Purpose and Scope | 3 |
| 1.2 Definitions and Abbreviations | 3 |
| 1.3 Roles and Responsibilities Areas Impacted | 3 |
| 1.4 Retention and Change Management | 4 |
| 1.5 Reporting | 4 |
| 1.6 Dispensation | 4 |
| 1.7 Governing Documents | 5 |
| Section 2: Standards and Procedures | 6 |
| 2.1 Proxy Voting by Channel | 6 |
| 2.2 Oversight of Third Party Proxy Voting Services | 7 |
| 2.3 Oversight of AMUS Proxy Voting activities, policies, and procedures | 7 |
| 2.4 Availability of Policies and Procedures | 7 |
| 2.5 Disclosure of Votes | 7 |
| 2.6 Record Keeping | 8 |
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| HSBC Global Asset Management (USA) Inc. Regulatory Compliance | Version 2.0 |
| Proxy Voting Policy and Procedures | November |
Section 1: Introduction
Individuals and institutions that hold stock on behalf of others have a fiduciary responsibility to act in the interest of those beneficiaries. The basic fiduciary duties are loyalty and care. Under common law, the duty of loyalty means that proxy voting should be based exclusively on what the fiduciary believes to be in the best interest of the beneficiary while the duty of care means that the fiduciary must carefully analyze the implications of proxy proposals before voting.
The natures of the proposals that are voted upon have changed in recent years. Often we must vote on anti-takeover provisions that can have implications on future stock returns. Provisions such as those which restrict the right for shareholders to call a special meeting, reincorporation, dual voting classes of shares and supermajority voting requirements can be harmful to shareholders according to many studies.
Although the natures of the proposals have changed, our role as fiduciary has not; as fiduciary, we continue to vote in a way that solely benefits our advised funds.
AMUS has adopted and implemented policies and procedures that we believe are reasonably designed to ensure that proxies are voted in the best interest of clients, in accordance with our fiduciary duties and SEC Rule 204(4)-6 under the Investment Advisers Act of 1940. Our authority to vote the proxies of our clients is established by our advisory contracts or comparable documents, and our proxy voting guidelines have been tailored to reflect these specific contractual obligations. AMUS has established a Proxy Committee to review proxy voting guidelines being applied are in line with Group Standards, as well as to review all applicable policies, processes and procedures, voting practices, adequacy of records, and the general use of third party proxy voting service providers at least annually.
1.1 Purpose and Scope
The AMUS has adopted and implemented the AMUS Proxy Voting Policy and Procedures (the Proxy Voting Procedures) that we believe are reasonably designed to ensure that proxies are voted in the best interest of clients, in accordance with our fiduciary duties and SEC Rule 204(4)-6 under the Investment Advisers Act of 1940. Our authority to vote the proxies of our clients is established by our advisory contracts or comparable documents, and our proxy voting guidelines have been tailored to reflect these specific contractual obligations.
1.2 Definitions and Abbreviations
| ● |
AMUS HSBC Asset Management (USA)
Inc. |
| ● |
BRCM Business Risk
and Control Management |
| ● |
RCO Regulatory Compliance Officer |
| ● |
MPA Managed
Portfolio Account |
| ● |
SMA Separately
Managed Account |
| ● |
UMA Unified Managed
Account |
| ● |
WPM Wealth Portfolio Management |
1.3 Roles and Responsibilities Areas Impacted
The names and/or departments listed in the following table all have some responsibility related to this procedure. Whenever this procedure is changed, these names and departments need to be informed.
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| HSBC Global Asset Management (USA) Inc. Regulatory Compliance | Version 2.0 |
| Proxy Voting Policy and Procedures | November |
| Name or Position | Department |
| CCO | AMUS Compliance |
| RCOs | AMUS Compliance |
| AMUS Product | |
| Wealth Portfolio Management | |
| AMUS Client Services |
1.4 Retention and Change Management
AMUS Compliance is responsible for maintaining version series, requests for changes, other supporting documentation, and approvals of this procedure.
The owner of this procedure is responsible for the retention of this version for a period of seven years from cancellation or revision as outlined in the Group Standards Manual.
1.5 Reporting
The Proxy Voting Procedures will be part of a comprehensive list of all approved AMUS Compliance procedures. This list will be submitted to the US North America Risk BRCM on a periodic basis, as defined by the BRCM.
1.6 Dispensation
This Proxy Voting Procedure is under the authority of AMUS Compliance. Management expects all applicable business teams, lines and functions to comply with it. If a business team, line or function should wish to seek an exception from Proxy Voting Procedures, the business Executive Owner (GCB 3 or higher) shall formally request a dispensation. The AMUS Compliance department shall review and grant any dispensations, if warranted.
A formal action and monitoring plan must be in place to support resolution within the six-month time frame.
Requests for dispensation where compliance is expected to exceed six months shall be granted for no longer than one year from the date of approval, Dispensation requests must be supported with action plans that will get the exception item into compliance within the one-year time frame. The business executive approving the dispensation must acknowledge and accept the risk it poses to his/her business and to HSBC.
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| HSBC Global Asset Management (USA) Inc. Regulatory Compliance | Version 2.0 |
| Proxy Voting Policy and Procedures | November 2015 |
1.7 Governing Documents
The following documents provide guidance or detail requirements related to this procedure. This procedure adheres to all the pertinent specifics outlined in these documents.
| GOVERNING DOCUMENTS | |||
| Title | Section / Ref # | Description | Location |
| 04-2015 Proxy Committee Terms of Reference April 2015 FINAL | Outlines the terms under which the Proxy Committee meets and oversees proxy voting | T:\Special\AMUS\Compliance\Pro xy Voting\2015\F. Proxy Committee and other meeting materials\Proxy Committee TOR | |
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Section 2: Standards and Procedures
Third party voting services vote proxies based on HSBC Global Asset Management Proxy Voting Guidelines (the Proxy Guidelines). However, certain accounts may warrant specialized treatment in voting proxies. Contractual stipulations and individual client direction will dictate how voting will be done in these cases.
2.1 Proxy Voting by Channel
| A. | Spectrum: | |
| Spectrum is a mutual fund wrap program that includes ETFs. As stated in the client agreement, proxies are voted by clients | ||
| 1. | ERISA Accounts | |
| Responsibilities for voting ERISA accounts include: the duty of loyalty, prudence, compliance with the plan, as well as a duty to avoid prohibited transactions. | ||
| B. | Managed Portfolio Accounts (MPAs) | |
| 1. | Unified Managed Accounts (UMAs) | |
UMA accounts are multi-sleeve managed by the Private Bank. Third party managers provide model portfolios to the Private Bank for implementation as Overlay manager. Mutual funds may be used as fulfilment options if a third party manager is not available in certain strategies.
In UMA accounts, where AMUS is acting as overlay manager, AMUS will vote the proxies through a third party voting service on the clients behalf. Pursuant to the MPA client agreement, AMUS will not vote proxies in respect of pooled investment vehicles advised or administered by AMUS or its affiliates. | ||
| The UMA account information is submitted to the third party voting service by Pershing. The third party voting service votes all proxies on UMA accounts unless there is a conflict of interest or need for clarification due to options available based on HSBC policy. If there is a conflict or need for clarification and the third party voting service cant vote a proxy for MPA or any other product (e.g. World Selection Funds), AMUS Compliance or AMUS Product will request WPM to review and determine how to vote on the proxy. WPM will utilize any research provided by the third party voting service in rendering its decision. AMUS Compliance and AMUS Product will be notified of WPMs decision. AMUS Compliance will submit the proxy vote to the third party voting service. For instance, there may be a standard type of vote according to HSBC policy that is not available on a proxy. ISS will contact HSBC for a decision on the vote. | ||
| 2. | Separately Managed Accounts (SMAs) | |
| Pursuant to the MPA, SMA and UMA client agreements, AMUS is authorized to vote proxies for the securities held in MPA client accounts. AMUS has delegated this authority to the MPA third party managers in SMA accounts. | ||
| C. | Segregated Mandates | |
| Segregated mandates are institutional accounts invested in a specific strategy managed by HSBC. | ||
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| D. | HSBC Funds |
| HSBC Funds are governed by the funds proxy policy which is provided to ISS. The underlying securities are voted by ISS. The sub-advised fund (HSBC Growth Fund and HSBC Opportunity Fund, are voted by the sub-adviser, Winslow and Westfield respectively. | |
| Proxies will be voted in accordance with the requirements of the Securities Act of 1933, the Securities Exchange Act of 1934, and the Investment Company Act of 1940. Proxies of portfolio companies voted will be subject to any applicable investment restrictions of the fund and voted in accordance with any resolutions or other instructions approved by authorized persons of the fund. | |
2.2 Oversight of Third Party Proxy Voting Services
Not less than annually, AMUS Compliance will confirm the engagement of any third party proxy voting service providers for the voting of proxies in accordance with their respective guidelines. The Proxy Voting Committee (the Committee) will provide ongoing oversight of the approved third party proxy voting service providers. AMUS Compliance, with oversight from the Committee, will request and review any conflicts of interest policies from third party service(s) for reasonableness.
2.3 Oversight of AMUS Proxy Voting activities, policies, and procedures
Not less than annually, WPM with support from AMUS Compliance will provide the Committee with appropriate metrics on voting activity, including voting where potential or perceived conflict(s) of interest were identified. These metrics should be organized by channel, as referenced in section 2.1 of this procedure.
In addition, AMUS Compliance will verify updates made to the Proxy Guidelines, if any, and will also review and update these Proxy Voting Procedures appropriately. Updated Proxy Guidelines should be distributed to the third party proxy voting service(s) accordingly.
These Proxy Voting Procedures, voting metrics, and any additional materials specified by the Committee, must be presented to the Committee for review and approval.
2.4 Availability of Policies and Procedures
AMUS provides its clients with a copy of its Proxy Voting Policy and Procedures upon request, with the provision that these policies and procedures may be updated from time to time. In addition, clients may request at any time a copy of the firms voting records for their respective account(s) by making a formal request to AMUS. AMUS will make the information available within a reasonable time and in a manner appropriate to the nature of the advisory business.
2.5 Disclosure of Votes
AMUS will send a written report upon a clients request that will disclose how the clients proxy was voted. Reports will be available for securities voted.
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2.6 Record Keeping
AMUS will designate one person, the AMUS CCO or designee, who will not be the same person as the person who decides how proxies are voted, who will be responsible for record-keeping requirements. AMUS will maintain records of proxies voted pursuant to Section 204-2 of the Advisers Act. Such records will include:
| (a) | a copy of its policies and procedures; | |
| (b) | proxy statements received regarding client securities; | |
| (c) | a record of each vote cast; | |
| (d) | a copy of any document created by the adviser that was material to making a decision how to vote proxies on behalf of a client or that memorializes the basis for that decision; and | |
| (e) | each written request for proxy voting records | |
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HSBC Global Asset
Management (UK) Ltd.
Global voting guidelines
Our
approach
We believe that high
standards of corporate governance help companies to deliver sustainable returns
to shareholders.
In our dealings with investee companies, and in our voting, we encourage adherence to international and local best practice standards in corporate governance. Our application of these guidelines reflects different perceptions of best practice across different markets.
We recognise that different governance structures have evolved across the markets in which we invest. We seek to uphold the principles set out in this document to ensure that these structures can work most effectively.
Our predisposition is to support the management of the companies in which we invest.
Board
leadership
We believe that
boards should provide clear leadership and oversight of companies.
Chairmen have a key role in driving the work of the board and ensuring that it provides effective leadership and oversight of the company.
We favour the separation of the roles of Chairman and Chief Executive. Companies reverting to a combination of these roles should provide both an explanation and shareholder safeguards such as a strong lead independent director.
Shareholders expect directors to provide effective stewardship and ensure that companies act in the interests of all shareholders.
Independent representation is an important element in ensuring that the interests of all shareholders are advanced. We believe that at least one third of a board or supervisory board should comprise independent directors. Where a higher local standard exists, we encourage companies to meet that standard. For emerging markets, where having one third independent directors may not be realistic, our voting reflects the importance of independent representation nonetheless.
In assessing independence, we consider a candidates current or former employment with the company, family links with other directors, commercial links with the company, significant shareholding in the company and tenure in excess of 12 years.
We favour annual re-election of individual directors but recognise that this does not reflect current practice in many markets. We would not normally support measures to increase the terms for which directors are elected or the grouping of directors elections.
We normally regard discharge of directors as a routine matter, unless there are significant concerns about the conduct of an individual director or the protection of shareholder interests.
Boards should establish committees to consider remuneration and audit issues. These should be at least majority independent, with full independence the standard in some markets. For emerging markets, our voting will encourage independent representation, whilst recognising that majority independence may not yet be realistic. Nomination committees should include independent representation.
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Board
remuneration
Remuneration
should be set at the level required to reward and motivate company management.
Remuneration linked to short and long-term performance measures have an
important role in incentivising management. Such measures should be challenging.
They should be publicly available in a full disclosure of individual and overall
directors remuneration.
We welcome share-based incentives that underpin the alignment of interest between management and shareholders.
Non-executive directors remuneration may include or comprise shares but should not be linked to particular performance criteria.
We welcome schemes which encourage the participation of all staff in a companys equity.
Companies should be mindful of the dilutive impact of share-based remuneration. The overall impact of such plans should normally be limited to 10 per cent in ten years.
Executive directors should not be involved in the determination of their own remuneration.
Companies should avoid excessive payments to departing directors.
Capital
issues
Shareholders are
amongst the principal providers of the capital which companies need to grow and
flourish. Companies should be mindful of the interests of existing shareholders
as they contemplate changes to their capital structure.
Existing shareholders should have a pre-emptive right to participate in significant capital increases. We would not normally support share issuance authority without pre-emption which would result in dilution of more than 15 per cent. We recognise that pre-emption is not an established concept in some markets.
Whilst companies need flexibility to issue new capital in response to new opportunities, we would not normally support a general share issuance authority with pre-emption in excess of 35 per cent. We believe that opportunities requiring new capital above this level should be brought to a shareholders meeting for specific approval. In a small number of markets we apply higher or lower limits to reflect market practice / investor concerns.
We would normally support convertible debt issuance authorities that operate within these equity issuance limits.
We would normally support an authority to repurchase shares as long this would not be at a premium in excess of 5 per cent, could not be used during a takeover period and no more that 15 per cent of issued capital could be held in treasury, with shares repurchased above that level to be cancelled.
Shareholder
rights
We believe that all
shareholders should have equal voting and other rights. We would not normally
support resolutions to maintain or extend existing inequalities.
We would normally vote against the introduction or continuation of poison pill defences.
We do not support measures to require shareholders to disclose their shareholding below the level required in local company regulations.
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Companies should ensure that they have adequate mechanisms to avoid conflicts of interest in transactions with related parties. This may include specific shareholder votes.
Shareholders need sufficient information to exercise their votes. This should be provided in a timely manner. We may vote against resolutions where insufficient information has been provided to allow an informed vote.
Resolutions for shareholder approval should not bundle together separate matters.
We would normally support resolutions relating to the administrative arrangements of a company unless these would be detrimental to the rights of minority shareholders.
Audit &
accounts
We would normally
support the re-election of external or statutory auditors unless there are
concerns about their independence or commitment to protecting shareholder
interests. Such concerns could include excessive non-audit fees paid to the
auditors.
Approval of the annual accounts is normally a routine matter, unless concerns have been raised about the accounts presented. It is sometimes an opportunity to express broader concerns about the companys governance or information available to shareholders.
Transactions
Significant corporate
transactions are assessed on a case-by-case basis to determine investors best
interest. For quantitatively-managed holdings where our investment process would
not evaluate particular transactions, our default position is to abstain.
Shareholder
proposals
Our approach to
governance-based shareholder proposals reflects the principles set out above.
Our approach to environmental and social resolutions is set out in a separate
voting policy.
April 2012
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March 2014
HSBC Global Asset
Management (Hong Kong) Limited
VOTING POLICY AND
PROCEDURES
General
The purpose of this document is to state the voting policy of HSBC Global Asset Management (Hong Kong) Limited (AMHK), in connection with proposals submitted by management, and others of the stock companies, to shareholders for approval.
The power to vote on proposals presented to shareholders through the proxy solicitation process is considered by AMHK to be important, recognizing that certain proposals, if implemented, may have a substantial impact on the market valuation of portfolio stocks. Further, proxy voting may also help to enhance corporate governance quality of the stock companies.
For HGIF funds, please refer to the Global Voting Guideline as attached in Appendix 1 to this document. For other mandates or funds, please refer to the Voting Policy stated below.
Voting Policy
| 1. | Should generally cast/recommend FOR or AGAINST vote for a resolution for any of the following with the benefit of the clients in mind: | |
| very substantial acquisition, major transaction, discloseable transaction, share transaction and connected transactions as defined in the Hong Kong Stock Exchange Listing Rules (or similar transactions for stocks listed on other markets); in the interests of the portfolios/clients. The market specialist will seek to act in a manner that he/she, based on all relevant circumstances, believes is most likely to enhance the economic value of the underlying securities held for the portfolios/clients. | ||
| 2. | For general non-contentious matters raised at the Annual General Meeting of the listed company, votes should be cast/recommended in favour of the Board's recommendation. Such as: | |
| a) | adopting audited annual accounts; | |
| b) | declaring dividend; | |
| c) | re-appointment of auditors; | |
| d) | giving a general mandate to the Directors to issue of additional share of not exceeding 10% of the issued share capital as at the date of resolution; | |
| e) | giving a general mandate to the Directors to repurchase shares of not exceeding 10% of the issued share capital as at the date of the resolution. | |
| 3. | Should cast vote/recommend AGAINST resolution if the remuneration to board of directors are, in the opinion of the market specialist, excessive especially in view of the profit of the listed company, market cap etcs. | |
| 4. | Votes should be cast/recommended AGAINST: | |
| a) | proposal that would, in the opinion of the market specialist, enrich management excessively or would significantly increase compensation awards and/or employment contracts to senior management which would work to the detriment of the shareholders; | |
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| b) | requested action that would in the opinion of the market specialist impose unnecessary expense on the company. | |
| 5. | Votes should be cast/recommended FOR or AGAINST the following, on a case by case basis | |
| a) | change in the company constitution that requires greater than a majority shareholders approval, with the benefits of the clients in mind. | |
Client Specific
Instructions
The above is
the general voting policy only. Clients may have specified different
instructions (e.g. prior approval, or different specific voting requirement /
instructions). CISMs should deal with these accordingly.
Conflicts of Interest
AMHK will generally vote proxies in accordance with the market specialists' recommendations. The market specialists will make the recommendation based on the principles set out in the Voting Policy set out above. In the event a proxy proposal giving rise to a material conflict of interest, the market specialists / fund managers should consult AMHK Chief Investment Officer (CIO) and the AMHK Local Compliance Officer (LCO) and, if deemed necessary by the AMHK CIO or LCO, legal advice should be obtained to see how and whether votes are to be cast.
Administration and Record Keeping
AMHK Business Support Department must (a) maintain documentation on the voting information, market specialists recommendation and how they are voted on behalf of clients, (b) arrange for the casting of votes according to the recommendation of the fund specialists and (c) record rationale for such voting in case of transactions/proposed transactions of the listed company mentioned in 1 and 5 above.
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Appendix 1
HSBC Global Asset
Management
Global voting
guidelines
Our
approach
We believe that
high standards of corporate governance help companies to deliver sustainable
returns to shareholders.
In our dealings with investee companies, and in our voting, we encourage adherence to international and local best practice standards in corporate governance. Our application of these guidelines reflects different perceptions of best practice across different markets.
We recognise that different governance structures have evolved across the markets in which we invest. We seek to uphold the principles set out in this document to ensure that these structures can work most effectively. Our predisposition is to support the management of the companies in which we invest.
Board leadership
We believe that boards should provide clear leadership and oversight of companies.
Chairmen have a key role in driving the work of the board and ensuring that it provides effective leadership and oversight of the company.
We favour the separation of the roles of Chairman and Chief Executive. Companies reverting to a combination of these roles should provide both an explanation and shareholder safeguards such as a strong lead independent director.
Shareholders expect directors to provide effective stewardship and ensure that companies act in the interests of all shareholders.
Independent representation is an important element in ensuring that the interests of all shareholders are advanced. We believe that at least one third of a board or supervisory board should comprise independent directors. Where a higher local standard exists, we encourage companies to meet that standard. For emerging markets, where having one third independent directors may not be realistic, our voting reflects the importance of independent representation nonetheless.
In assessing independence, we consider a candidates current or former employment with the company, family links with other directors, commercial links with the company, significant shareholding in the company and tenure in excess of 12 years.
We favour annual re-election of individual directors but recognise that this does not reflect current practice in many markets. We would not normally support measures to increase the terms for which directors are elected or the grouping of directors elections.
We normally regard discharge of directors as a routine matter, unless there are significant concerns about the conduct of an individual director or the protection of shareholder interests.
Boards should establish committees to consider remuneration and audit issues. These should be at least majority independent, with full independence the standard in some markets. For emerging markets, our voting will encourage independent representation, whilst recognising that majority independence may not yet be realistic. Nomination committees should include independent representation.
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Board remuneration
Remuneration should be set at the level required to reward and motivate company management.
Remuneration linked to short and long-term performance measures have an important role in incentivising management. Such measures should be challenging. They should be publicly available in a full disclosure of individual and overall directors remuneration.
We welcome share-based incentives that underpin the alignment of interest between management and shareholders.
Non-executive directors remuneration may include or comprise shares but should not be linked to particular performance criteria.
We welcome schemes which encourage the participation of all staff in a companys equity.
Companies should be mindful of the dilutive impact of share-based remuneration. The overall impact of such plans should normally be limited to 10 per cent in ten years.
Executive directors should not be involved in the determination of their own remuneration.
Companies should avoid excessive payments to departing directors.
Capital issues
Shareholders are amongst the principal providers of the capital which companies need to grow and flourish. Companies should be mindful of the interests of existing shareholders as they contemplate changes to their capital structure.
Existing shareholders should have a pre-emptive right to participate in significant capital increases. We would not normally support share issuance authority without pre-emption which would result in dilution of more than 15 per cent. We recognise that pre-emption is not an established concept in some markets.
Whilst companies need flexibility to issue new capital in response to new opportunities, we would not normally support a general share issuance authority with pre-emption in excess of 35 per cent. We believe that opportunities requiring new capital above this level should be brought to a shareholders meeting for specific approval. In a small number of markets we apply higher or lower limits to reflect market practice / investor concerns.
We would normally support convertible debt issuance authorities that operate within these equity issuance limits.
We would normally support an authority to repurchase shares as long this would not be at a premium in excess of 5 per cent, could not be used during a takeover period and no more that 15 per cent of issued capital could be held in treasury, with shares repurchased above that level to be cancelled.
Shareholder rights
We believe that all shareholders should have equal voting and other rights. We would not normally support resolutions to maintain or extend existing inequalities.
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We would normally vote against the introduction or continuation of poison pill defences.
We do not support measures to require shareholders to disclose their shareholding below the level required in local company regulations.
Companies should ensure that they have adequate mechanisms to avoid conflicts of interest in transactions with related parties. This may include specific shareholder votes.
Shareholders need sufficient information to exercise their votes. This should be provided in a timely manner. We may vote against resolutions where insufficient information has been provided to allow an informed vote.
Resolutions for shareholder approval should not bundle together separate matters.
We would normally support resolutions relating to the administrative arrangements of a company unless these would be detrimental to the rights of minority shareholders.
Audit & accounts
We would normally support the re-election of external or statutory auditors unless there are concerns about their independence or commitment to protecting shareholder interests. Such concerns could include excessive non-audit fees paid to the auditors.
Approval of the annual accounts is normally a routine matter, unless concerns have been raised about the accounts presented. It is sometimes an opportunity to express broader concerns about the companys governance or information available to shareholders.
Transactions
Significant corporate transactions are assessed on a case-by-case basis to determine investors best interest. For quantitatively-managed holdings where our investment process would not evaluate particular transactions, our default position is to abstain.
Shareholder proposals
Our approach to governance-based shareholder proposals reflects the principles set out above. Our approach to environmental and social resolutions is set out in a separate voting policy.
April 2012
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STATEMENT OF ADDITIONAL INFORMATION
HSBC FUNDS
| Class A | Class I | |
| HSBC Economic Scale Index Emerging Markets Equity Fund |
HESAX | HESIX |
P.O. Box 8106 Boston,
MA
02266-8106
General and Account Information - (800) 782-8183 (Toll Free)
| HSBC Global Asset Management (USA) Inc., | Citi Fund Services Ohio, Inc., Sub-Administrator |
| Investment Adviser and Administrator of the Fund | of the Fund (Citi or Sub-Administrator) |
| (Adviser or Administrator) | |
| HSBC Global Asset Management (UK) Limited, | |
| Subadviser to the Fund (AMEU) | |
THIS STATEMENT OF ADDITIONAL INFORMATION IS NOT A PROSPECTUS AND IS ONLY AUTHORIZED FOR DISTRIBUTION WHEN PRECEDED OR ACCOMPANIED BY THE PROSPECTUS FOR THE FUND DATED FEBRUARY 28, 2017 (the Prospectus). This Statement of Additional Information (SAI) contains additional and more detailed information than that set forth in the Prospectus and should be read in conjunction with the Prospectus. The Prospectus and SAI may be obtained without charge by writing or calling the HSBC Funds (the Trust) at the address and telephone number printed above.
References in this SAI to the Prospectus are to the Prospectus dated February 28, 2017 of the Trust by which shares of the fund listed above (the Fund) are being offered. Unless the context otherwise requires, terms defined in the Prospectus have the same meaning in this SAI as in the Prospectus.
The Fund has not yet commenced operations, therefore there are no financial statements.
February 28, 2017
TABLE OF CONTENTS
| Page | |
| GENERAL INFORMATION | 1 |
| The Fund | 1 |
| INVESTMENT OBJECTIVE, POLICIES AND RESTRICTIONS | 1 |
| INVESTMENT TECHNIQUES AND RISKS | 2 |
| American Depositary Receipts | 2 |
| Asset-Backed Securities | 2 |
| Banking Industry and Savings and Loan Industry Obligations | 3 |
| Brady Bonds | 4 |
| Cash Sweep Program | 4 |
| Convertible Securities | 4 |
| Cyber Security Risk | 6 |
| Derivatives | 6 |
| Emerging Markets | 17 |
| Equity Securities | 21 |
| Eurodollar and Yankee Bank Obligations | 22 |
| Exchange Traded Funds | 22 |
| Exchange Traded Notes | 23 |
| Fixed Income Securities | 23 |
| Floating and Variable Rate Obligations | 24 |
| Foreign Currency Exchange-Related Securities | 25 |
| Foreign Securities | 27 |
| Global Financial Markets | 28 |
| High Yield/High Risk Securities | 29 |
| Illiquid Investments, Rule 144A Securities, and Section 4(a)(2) Securities | 30 |
| Inverse Floating Rate Obligations | 31 |
| Investment Company Securities | 31 |
| Money Market Securities | 32 |
| Operational Risk | 32 |
| Other Depositary Receipts (CDRs, EDRs, GDRs) | 33 |
| Participation Notes, Participatory, Unitary and Other Structured Notes | 33 |
| Repurchase Agreements | 34 |
| Short Sales | 34 |
| Short-Term Trading | 35 |
| Sovereign and Supranational Debt Obligations | 35 |
| U.S. Government Securities | 36 |
| Warrants | 36 |
| When-Issued and Delayed-Delivery Securities | 36 |
| Zero Coupon Obligations | 37 |
| PORTFOLIO TURNOVER | 37 |
| PORTFOLIO TRANSACTIONS | 38 |
| DISCLOSURE OF PORTFOLIO HOLDINGS | 40 |
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| INVESTMENT RESTRICTIONS | 41 |
| PERCENTAGE AND RATING RESTRICTIONS | 43 |
| MANAGEMENT OF THE TRUST | 43 |
| Board of Trustees | 43 |
| Board Composition and Leadership Structure | 43 |
| Boards Role in Risk Oversight of the Trust | 44 |
| Qualifications of the Trustees | 45 |
| Committees | 48 |
| Fund Ownership | 49 |
| Trustee and Officer Compensation | 50 |
| Proxy Voting | 51 |
| INVESTMENT ADVISORY AND OTHER SERVICES | 51 |
| Investment Adviser | 51 |
| Subadviser | 52 |
| Portfolio Managers | 53 |
| The Distributor | 55 |
| Payments to Financial Intermediaries | 56 |
| Shareholder Services Plan | 58 |
| Administrator and Sub-Administrator | 58 |
| Transfer Agent | 59 |
| Custodian | 59 |
| Fund Accounting Agent | 60 |
| Shareholder Servicing Agents | 60 |
| Federal Banking Law | 60 |
| Expenses | 61 |
| DETERMINATION OF NET ASSET VALUE | 61 |
| PURCHASE OF SHARES | 65 |
| Exchange Privilege | 66 |
| In-Kind Purchases | 67 |
| Automatic Investment Plan | 67 |
| Purchases Through a Shareholder Servicing Agent or a Securities Broker | 67 |
| SALES CHARGES | 68 |
| Class A Shares | 68 |
| Sales Charge Waivers | 68 |
| Concurrent Purchases | 69 |
| Letter of Intent | 69 |
| Right of Accumulation | 70 |
| REDEMPTION OF SHARES | 70 |
| Systematic Withdrawal Plan | 71 |
| Redemption of Shares Purchased Directly Through the Funds | 71 |
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| RETIREMENT PLANS | 72 |
| Individual Retirement Accounts (IRAs) | 72 |
| Defined Contribution Plans | 72 |
| Section 457 Plan, 401(k) Plan, 403(b) Plan | 72 |
| DIVIDENDS AND DISTRIBUTIONS | 72 |
| DESCRIPTION OF SHARES, VOTING RIGHTS, AND LIABILITIES | 73 |
| OWNERSHIP OF THE FUND | 74 |
| TAXATION | 74 |
| Tax Status of the Fund | 74 |
| Distributions in General | 75 |
| Sale, Exchange, or Redemption of Shares | 76 |
| Backup Withholding | 77 |
| Other Taxation | 77 |
| Foreign Shareholders | 77 |
| Fund Investments | 78 |
| Foreign Tax Issues | 79 |
| OTHER INFORMATION | 81 |
| Capitalization | 81 |
| Independent Registered Public Accounting Firm | 82 |
| Counsel | 82 |
| Code of Ethics | 82 |
| Registration Statement | 82 |
| Financial Statements | 82 |
| Shareholder Inquiries | 82 |
| APPENDIX A: DESCRIPTION OF SECURITIES RATINGS | A-1 |
| APPENDIX B: HSBC FUNDS PROXY VOTING POLICY | B-1 |
| APPENDIX
C: PROXY VOTING POLICY AND PROCEDURES for HSBC GLOBAL ASSET MANAGEMENT (USA) INC. and HSBC GLOBAL ASSET MANAGEMENT (UK) LIMITED |
C-1 |
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GENERAL INFORMATION
THE FUND
The HSBC Economic Scale Index Emerging Markets Equity Fund (Economic Scale Index Fund) is a series of the Trust, an open-end, management investment company that currently consists of multiple series, each of which has its own distinct investment objectives and policies. The Fund is diversified within the meaning of the Investment Company Act of 1940, as amended (the 1940 Act). The Fund is described in this SAI. The Trust also includes certain equity, fixed income, asset allocation and money market funds (Money Market Funds) that are covered in separate SAIs.
Shares of the Economic Scale Index Fund are divided into two separate classes: Class A Shares and Class I Shares. Shares of the Fund are continuously offered by the Distributor. Certain share classes are subject to investment minimums. See the Prospectus and Purchase of Shares and Sales Charges in this SAI.
See Description Of Shares, Voting Rights, and Liabilities The Trust, and Other Information Capitalization in this SAI for more information about the Trust.
INVESTMENT OBJECTIVE, POLICIES AND RESTRICTIONS
The following information supplements the discussion of the investment objective, policies, and risks of the Fund in the Prospectus. There can be no assurance that the investment objectives of the Fund will be achieved. Except as otherwise indicated, the investment objective and related policies and strategies of the Fund are not fundamental and may be changed by the Board of Trustees of the Trust (the Board) without the approval of Fund shareholders. Shareholders will be given advance notice of material changes to the Funds investment objective or other non-fundamental investment policies. If there is a change, shareholders should consider whether the Fund remains an appropriate investment in light of their then-current financial position and needs.
The Fund intends to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended (the Code). In order to so qualify, under current law, at the close of each quarter of the Funds taxable year, at least 50% of the Funds total assets must be represented by cash, U.S. Government securities, investment company securities and other securities limited in respect of any one issuer to not more than 5% in value of the total assets of the Fund and not more than 10% of the outstanding voting securities of such issuer. In addition, at the close of each quarter of its taxable year, not more than 25% of the Funds total assets may be invested in securities of one issuer (or two or more issuers which are controlled by the Fund and which are determined to be engaged in the same or similar trades or businesses or related businesses) other than U.S. Government securities or the securities of other regulated investment companies, or in the securities of one or more qualified publicly traded partnerships.
The Fund may borrow money for temporary or defensive purposes or for liquidity purposes to meet redemptions and other expenses.
The Trust, on behalf of Fund, has claimed an exclusion from the definition of the term commodity pool operator (CPO) under the Commodity Exchange Act (CEA) and, therefore, is not subject to registration or regulation as a CPO under the CEA. The Adviser is not deemed to be a CPO with respect to its service as investment adviser to the Fund. To the extent that the Trust, on behalf of the Fund, is no longer eligible to claim an exclusion from Commodity Futures Trading Commission (CFTC) regulation, the Fund may consider steps in order to continue to qualify for this exclusion, or may determine to operate subject to CFTC regulation. If the Fund operates subject to CFTC regulation, it may incur additional compliance and other expenses.
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INVESTMENT TECHNIQUES AND RISKS
The Fund invests in a variety of securities in accordance with its investment objectives and policies (as described in the Prospectus) and employs a number of investment techniques. Each type of security and technique involves certain risks. The following is an alphabetical list of the investment techniques used by the Fund as indicated in the table and the main risks associated with those techniques. The omission of a particular type of investment is not intended to imply that the Fund is precluded from investing in that type of investment or employing the techniques indicated below. Generally, if a particular type of investment or technique is not described, the particular type of investment or technique will not be material to the investment strategies employed by the Fund, although any risk factors that are stated more generally with respect to any broader category of investment or technique may still apply.
References to the Adviser should be understood as referring jointly to the Adviser and the Subadviser.
AMERICAN DEPOSITARY RECEIPTS
The Fund may invest in ADRs. ADRs are certificates issued by a U.S. depository (usually a bank) and represent a specified quantity of shares of an underlying non-U.S. stock on deposit with a custodian bank as collateral. ADRs may be sponsored or unsponsored. A sponsored ADR is issued by a depository that has an exclusive relationship with the issuer of the underlying security. An unsponsored ADR may be issued by any number of U.S. depositories. Under the terms of most sponsored arrangements, depositories agree to distribute notices of shareholder meetings and voting instructions, and to provide shareholder communications and other information to the ADR holders at the request of the issuer of the deposited securities. The depository of an unsponsored ADR, on the other hand, is under no obligation to distribute shareholder communications received from the issuer of the deposited securities or to pass through voting rights to ADR holders in respect of the deposited securities. The Fund may invest in either type of ADR.
Although a U.S. investor (such as the Fund) holds a substitute receipt of ownership rather than direct stock certificates, the use of the depositary receipts in the United States can reduce costs and delays as well as potential currency exchange and other difficulties. The Fund may purchase securities in local markets and direct delivery of these ordinary shares to the local depository of an ADR agent bank in the foreign country. Simultaneously, the ADR agents create a certificate that settles at the Funds custodian in five days. The Fund may also execute trades on the U.S. markets using existing ADRs. A foreign issuer of the security underlying an ADR is generally not subject to the same reporting requirements in the United States as a domestic issuer. Accordingly, the information available to a U.S. investor will be limited to the information the foreign issuer is required to disclose in its own country and the market value of an ADR may not reflect undisclosed material information concerning the issuer of the underlying security. ADRs may also be subject to exchange rate risks if the underlying foreign securities are denominated in foreign currency. Other types of depositary receipts are discussed under Other Depositary Receipts in this section.
ASSET-BACKED SECURITIES
The Fund may invest in asset-backed securities. Through the use of trusts and special purpose subsidiaries, various types of assets, including auto loans, credit card receivables, home equity loans, and student loans, are being securitized in pass-through structures similar to the mortgage pass-through structures described below, or in a pass-through structure similar to the collateralized mortgage structure.
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Asset-backed securities are often subject to more rapid repayment than their stated maturity date would indicate as a result of the pass-through of prepayments of principal on the underlying loans. During periods of declining interest rates, prepayment of loans underlying asset-backed securities can be expected to accelerate. Accordingly, the Funds ability to maintain positions in such securities will be affected by reductions in the principal amount of such securities resulting from prepayments, and its ability to reinvest the returns of principal at comparable yields is subject to generally prevailing interest rates at that time. To the extent that the Fund invests in asset-backed securities, the values of the Funds portfolio securities will vary with changes in market interest rates generally and the differentials in yields among various kinds of asset-backed securities.
Asset-backed securities present certain additional risks because asset-backed securities generally do not have the benefit of a security interest in collateral that is comparable to mortgage assets. Credit card receivables are generally unsecured and the debtors on such receivables are entitled to the protection of a number of state and federal consumer credit laws, many of which give such debtors the right to set-off certain amounts owed on the credit cards, thereby reducing the balance due. Automobile receivables generally are secured, but by automobiles rather than residential real property. Most issuers of automobile receivables permit the loan servicers to retain possession of the underlying obligations. If the servicer were to sell these obligations to another party, there is a risk that the purchaser would acquire an interest superior to that of the holders of the asset-backed securities. In addition, because of the large number of vehicles involved in a typical issuance and technical requirements under state laws, the trustee for the holders of the automobile receivables may not have a proper security interest in the underlying automobiles. Therefore, if the issuer of an asset-backed security defaults on its payment obligations, there is the possibility that, in some cases, the Fund will be unable to possess and sell the underlying collateral and that the Funds recoveries on repossessed collateral may not be available to support payments on these securities. The risks associated with asset-backed securities are often reduced by the addition of credit enhancements such as a letter of credit from a bank, excess collateral or a third-party guarantee. However, the Fund is subject to the credit risk of the person or entities providing the credit enhancements.
BANKING INDUSTRY AND SAVINGS AND LOAN INDUSTRY OBLIGATIONS
As a temporary or defensive measure, the Fund may invest in certificates of deposit, time deposits, bankers acceptances, and other short-term debt obligations issued by commercial banks and savings and loan associations (S&Ls).
Certificates of deposit are receipts from a bank or S&L for funds deposited for a specified period of time at a specified rate of return. Time deposits in banks or S&Ls are generally similar to certificates of deposit but are uncertificated. Bankers acceptances are time drafts drawn on commercial banks by borrowers, usually in connection with international commercial transactions. Time deposits maturing in more than seven days and subject to withdrawal penalties will be subject to the Funds restriction on investments in illiquid securities.
The Fund will not invest in any obligation of a commercial bank unless (i) the bank has total assets of at least $1 billion, or the equivalent in other currencies, or, in the case of domestic banks that do not have total assets of at least $1 billion, the aggregate investment made in any one such bank is limited to $250,000 and the principal amount of such investment is insured in full by the Federal Deposit Insurance Corporation (the FDIC); (ii) in the case of U.S. banks, it is a member of the FDIC; and (iii) in the case of foreign banks and foreign branches of U.S. banks, the security is deemed by the Adviser to be of an investment quality comparable with other debt securities that may be purchased by the Fund.
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The Fund may also invest in obligations of U.S. banks, foreign branches of U.S. banks (Eurodollars) and U.S. branches of foreign banks (Yankee dollars) as a temporary defensive measure. Euro and Yankee dollar investments will involve some of the same risks as investing in foreign securities, as described below.
BRADY BONDS
The Fund may invest a portion of its assets in Brady Bonds, which are securities created through the exchange of existing commercial bank loans to sovereign entities for new obligations in connection with debt restructurings. Brady Bonds are not considered U.S. Government securities.
Brady Bonds may be collateralized or uncollateralized and are issued in various currencies (primarily the U.S. dollar). U.S. dollar-denominated, collateralized Brady Bonds, which may be fixed rate par bonds or floating rate discount bonds, are generally collateralized in full as to principal by U.S. Treasury zero coupon bonds having the same maturity as the Brady Bonds. Interest payments on these Brady Bonds generally are collateralized on a one-year or longer rolling-forward basis by cash or securities in an amount that, in the case of fixed rate bonds, is equal to at least one year of interest payments or, in the case of floating rate bonds, initially is equal to at least one years interest payments based on the applicable interest rate at that time and is adjusted at regular intervals thereafter. Certain Brady Bonds are entitled to value recovery payments in certain circumstances, which in effect constitute supplemental interest payments but generally are not collateralized. Brady Bonds are often viewed as having three or four valuation components: (i) the collateralized repayment of principal at final maturity; (ii) the collateralized interest payments; (iii) the uncollateralized interest payments; and (iv) any uncollateralized repayment of principal at maturity (these uncollateralized amounts constitute the residual risk).
Brady Bonds involve various risk factors, including the history of defaults with respect to commercial bank loans by public and private entities of countries issuing Brady Bonds. Investments in Brady Bonds are to be viewed as speculative. There can be no assurance that Brady Bonds in which the Fund may invest will not be subject to restructuring arrangements or to requests for new credit, which may cause the Fund to suffer a loss of interest or principal on any of its holdings.
CASH SWEEP PROGRAM
The Fund may participate in a cash sweep program (the Cash Sweep Program). In the Cash Sweep Program, the Funds uninvested cash balances are used to purchase Class I Shares of the HSBC U.S. Government Money Market Fund (the Government Money Market Fund). The Cash Sweep Program can reduce exposure to the risk of counterparty default on repurchase agreements and the market risk associated with direct purchases of short-term obligations, while providing ready liquidity and increased diversity of holdings. Class I Shares of the Government Money Market Fund sold to and redeemed from the Fund will not be subject to a sales charge, as defined in rule 2830(b)(8) of the Conduct Rules of the Financial Industry Regulatory Authority (FINRA), or service fee, as defined in rule 2830(b)(9) of the Conduct Rules of FINRA, in connection with the purchase, sale, or redemption of such shares by the Fund, or the advisory fee for the investing Fund will be waived in an amount that offsets the amount of such sales charges and/or service fees incurred by that Fund. More detailed information about the Government Money Market Fund and money market funds in general may be found in the current Prospectus and the separate SAI that includes the various HSBC Money Market Funds and under MONEY MARKET SECURITIES in this section.
CONVERTIBLE SECURITIES
The Fund may invest in securities that are convertible into common stock. Convertible bonds are issued with lower coupons than non-convertible bonds of the same quality and maturity, but they give holders the option to exchange their bonds for a specific number of shares of the companys common stock at a predetermined price. This structure allows the convertible bond holder to participate in share price movements in the companys common stock. The actual return on a convertible bond may exceed its stated yield if the companys common stock appreciates in value, and the option to convert to common shares becomes more valuable. Because of the conversion feature, the price of the convertible security will normally fluctuate in some proportion to changes in the price of the underlying asset, and as such is subject to risks relating to the activities of the issuer and/or general market and economic conditions. The income component of a convertible security may tend to cushion the security against declines in the price of the underlying asset. However, the income component of convertible securities causes fluctuations based upon changes in interest rates and the credit quality of the issuer. See Equity Securities in this section.
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Convertible preferred stocks are non-voting equity securities that pay a fixed dividend. These securities have a convertible feature similar to convertible bonds; however, they do not have a maturity date. Due to their fixed income features, convertible issues typically are more sensitive to interest rate changes than the underlying common stock. In the event of liquidation, bondholders would have claims on company assets senior to those of stockholders; preferred stockholders would have claims senior to those of common stockholders.
A convertible security may be subject to redemption at the option of the issuer at a predetermined price. If a convertible security held by the Fund is called for redemption, the Fund would be required to permit the issuer to redeem the security and convert it to underlying common stock, or would sell the convertible security to a third party, which may have an adverse effect on the Funds ability to achieve its investment objective.
Contingent convertible bonds (CoCo bonds) are hybrid bonds typically issued by banks. When the issuers capital ratio falls below a specified trigger level, or in a regulators discretion depending on the regulators judgment about the issuers solvency prospects, a CoCo bond may be written down, written off or converted into an equity security. Due to the contingent write-down, write-off and conversion feature, CoCo bonds may have substantially greater risk than other securities in times of financial stress. If the trigger level is breached, the issuers decision to write down, write off or convert a CoCo bond may be outside the Funds control. Any such action could have an adverse effect on the Funds returns, and the Fund may suffer a complete loss on an investment in CoCo bonds with no chance of recovery even if the issuer remains in existence.
In addition, coupon payments on CoCo bonds are discretionary and may be cancelled by the issuer at any point, for any reason, and for any length of time. The discretionary cancellation of payments is not an event of default and there are no remedies to require re-instatement of coupon payments or payment of any past missed payments. Coupon payments may also be subject to approval by the issuers regulator and may be suspended in the event there are insufficient distributable reserves. Due to uncertainty surrounding coupon payments, CoCo bonds may be volatile and their price may decline rapidly in the event that coupon payments are suspended.
CoCo bonds typically are structurally subordinated to traditional convertible bonds in the issuers capital structure. In certain scenarios, investors in CoCo bonds may suffer a loss of capital ahead of equity holders or when equity holders do not. CoCo bonds are perpetual instruments and may only be callable at predetermined dates upon approval of the applicable regulatory authority. There is no guarantee that the Fund will receive return of principal on CoCo bonds. Moreover, CoCo bonds are a newer form of instrument and the regulatory environment for these instruments continues to evolve. Because the market for CoCo bonds is evolving, it is uncertain how the larger market for contingent convertible securities would react to an issuers capital ratio falling below a specific trigger level or a coupon suspension applicable to a single issuer.
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CYBER SECURITY RISK
The Fund faces greater risks of cyber security breaches because of the broad use of technology such as computer systems and the internet that has developed in the course of business. In general, cyber-attacks result from deliberate attacks but other events may have effects similar to those caused by cyber-attacks. Cyber-attacks include, among others, stealing or corrupting data that is maintained online or digitally, denial-of-service attacks on websites, and the unauthorized release of confidential information. Cyber-attacks affecting the Fund or its investment adviser, subadviser, custodian, transfer agent, intermediary or other third-party service provider may adversely impact the Fund. These cyber-attacks have the ability to cause disruptions and impact business operations, to result in financial losses, to prevent shareholders from transacting business, and to lead to violations of applicable privacy and other laws, regulatory fines, penalties, reputational damage, reimbursement or other compensation costs, and/or additional compliance costs. Similar to operational risk in general, the Fund and its investment adviser have instituted risk management systems designed to minimize the risks associated with cyber security. However, it is not certain that these systems will succeed, especially because the Fund does not directly control the cyber security systems of the service providers to the Fund, its trading counterparties, or the issuers in which the Fund may invest. Moreover, there is a risk that the cyber-attacks will not be detected.
DERIVATIVES
The Fund may invest in various instruments that are commonly known as derivatives. Generally, a derivative is a financial arrangement the value of which is based on, or derived from, a traditional security, asset, or market index. Some derivatives are in many respects like any other investment, although they may be more volatile or less liquid than more traditional debt securities. There are, in fact, many different types of derivatives and many different ways to use them. There is a range of risks associated with the use of derivatives, including the possibility of a total loss of the amount invested. Futures and options are commonly used for traditional hedging purposes to attempt to protect the Fund from exposure to changing interest rates, securities prices, or currency exchange rates and for cash management purposes as a low-cost method of gaining exposure to a particular securities market without investing directly in those securities. The Fund may use derivatives for hedging purposes or cash management purposes, as a substitute for investing directly in securities, or as part of a strategy to gain exposure to characteristics of investments in foreign markets through efficient portfolio management techniques. When a derivative is used as a hedge against a position that the Fund holds, any loss generated by the derivative generally should be substantially offset by gains on the hedged investment, and vice versa. Although hedging can reduce or eliminate losses, it can also reduce or eliminate gains. Hedges are sometimes subject to imperfect matching between the derivative and the underlying security, and there can be no assurance that The Funds hedging transactions will be effective. The Fund may use derivatives to seek to enhance return when the Adviser believes the investment will assist the Fund in achieving its investment objectives. For example, the Fund may invest in derivatives to create synthetic foreign positions when direct investments may not be available or permissible.
Because the markets for certain derivative instruments (including markets located in foreign countries) are relatively new and still developing, appropriate derivatives transactions may not be available in all circumstances for risk management or other purposes. Upon the expiration of a particular contract, the Fund may wish to retain the Fund's position in the derivative instrument by entering into a similar contract, but may be unable to do so if the counterparty to the original contract is unwilling to enter into the new contract and no other appropriate counterparty can be found. When such markets are unavailable, the Fund will be subject to increased liquidity risk.
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Also, any additional future regulation of the derivatives markets may make derivatives more costly, may limit the availability of derivatives, or may otherwise adversely affect the value or performance of derivatives. Any such adverse future developments could impair the effectiveness of the Funds derivatives transactions and cause the Fund to lose value. For example, in December 2015, the SEC proposed a new rule to regulate the use of derivatives by registered investment companies, such as the Fund. If the rule goes into effect, it could limit the ability of the Fund to invest or remain invested in derivatives. In addition, other future regulatory developments may impact the Funds ability to invest or remain invested in certain derivatives. Legislation or regulation may also change the way in which the Fund itself is regulated. HSBC cannot predict the effects of any new governmental regulation that may be implemented on the ability of the Fund to use swaps or any other financial derivative product, and there can be no assurance that any new governmental regulation will not adversely affect the Funds ability to achieve its investment objectives.
The risks associated with derivatives are heightened when the Adviser uses derivatives to enhance the Funds return or as a substitute for a position or security, rather than solely to hedge (or offset) the risk of a position or security held by the Fund. The success of the Advisers derivatives strategies will also be affected by its ability to assess and predict the impact of market or economic developments on the underlying asset, index or rate and the derivative itself, without the benefit of observing the performance of the derivative under all possible market conditions. Certain derivative positions may be difficult to close out when the Funds portfolio managers may believe it would be appropriate to do so.
Forward Foreign Currency Contracts And Options On Foreign Currencies
The Fund may enter into forward foreign currency contracts and options on foreign currencies. Forward foreign currency exchange contracts (forward contracts) are generally intended to minimize the risk of loss to the Fund from adverse changes in the relationship between the U.S. dollar and foreign currencies. By entering into transactions in forward contracts, however, the Fund may be required to forego the benefits of advantageous changes in exchange rates and, in the case of forward contracts entered into for non-hedging purposes, the Fund may sustain losses that will reduce its gross income. Forward contracts are typically traded over-the-counter and not on organized commodities or securities exchanges. As a result, such contracts operate in a manner distinct from exchange-traded instruments and their use involves certain risks beyond those associated with transactions in futures contracts or options traded on exchanges.
A forward contract is an obligation to purchase or sell a specific currency for an agreed price at a future date that is individually negotiated and privately traded by currency traders and their customers. A forward contract may be used, for example, when the Fund enters into a contract for the purchase or sale of a security denominated in a foreign currency in order to lock in the U.S. dollar price of the security.
The Fund may also purchase and write put and call options on foreign currencies for the purpose of protecting against declines in the U.S. dollar value of foreign portfolio securities and against increases in the U.S. dollar cost of foreign securities to be acquired. See Options and Futures and Related Risks in this section. The Fund may also combine forward contracts with investments in securities denominated in other currencies in order to achieve desired credit and currency exposures. Such combinations are generally referred to as synthetic securities. For example, in lieu of purchasing a foreign bond, the Fund may purchase a U.S. dollar-denominated security and at the same time enter into a forward contract to exchange U.S. dollars for the contracts underlying currency at a future date. By matching the amount of U.S. dollars to be exchanged with the anticipated value of the U.S. dollar-denominated security, the Fund may be able to lock in the foreign currency value of the security and adopt a synthetic investment position reflecting the credit quality of the U.S. dollar-denominated security.
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There is a risk in adopting a synthetic investment position to the extent that the value of a security denominated in U.S. dollars or other foreign currency is not exactly matched with the Funds obligation under the forward contract. On the date of maturity, the Fund may be exposed to some risk of loss from fluctuations in that currency. When the Fund enters into a forward contract for purposes of creating a synthetic security, it will generally be required to hold high-grade, liquid securities or cash in a segregated account with a daily value at least equal to its obligation under the forward contract.
Transactions in forward contracts entered into for hedging purposes will include forward purchases or sales of foreign currencies for the purpose of protecting the U.S. dollar value of securities denominated in a foreign currency or protecting the U.S. dollar equivalent of interest or dividends to be paid on such securities. By entering into such transactions, however, the Fund may be required to forego the benefits of advantageous changes in exchange rates. The Fund that may use derivatives to enhance its returns may enter into transactions in forward contracts for purposes other than hedging, which presents greater profit potential but also involves increased risk of losses that will reduce its gross income. If the expected changes in the value of the currency occur, the Fund will realize profits that will increase its gross income. Where exchange rates do not move in the direction or to the extent anticipated, however, the Fund may sustain losses that will reduce its gross income. Such transactions, therefore, could be considered speculative.
Futures Contracts
The Fund may buy and sell futures contracts that relate to (1) broadly-based stock indices (these are referred to as "stock index futures"), (2) an individual stock ("single stock futures"), (3) other broadly-based securities indices (these are referred to as "financial futures"), and (4) foreign currencies. A broadly-based stock index is used as the basis for trading stock index futures. They may, in some cases, be based on stocks of issuers in a particular industry or group of industries. A stock index assigns relative values to the common stocks included in the index and its value fluctuates in response to the changes in value of the underlying stocks. A stock index cannot be purchased or sold directly. Financial futures are similar contracts based on the future value of the basket of securities that comprise the index. These contracts obligate the seller to deliver, and the purchaser to take, cash to settle the futures transaction. There is no delivery made of the underlying securities to settle the futures obligation. Either party may also settle the transaction by entering into an offsetting contract.
A sale of a futures contract means the acquisition of a contractual obligation to deliver the securities or to make or accept the cash settlement called for by the contract at a specified price on a specified date. A purchase of a futures contract means the acquisition of a contractual obligation to acquire the securities or to make or accept the cash settlement called for by the contract at a specified price on a specified date.
While futures contracts based on debt securities do provide for the delivery and acceptance of securities, such deliveries and acceptances are very seldom made. Generally, a futures contract is terminated by entering into an offsetting transaction. The Fund will incur brokerage fees when it purchases and sells futures contracts. At the time a purchase or sale is made, cash or securities must be provided as an initial deposit known as margin. The initial deposit required will vary, but may be as low as 2% or less of a contracts face value. Daily thereafter, the futures contract is valued through a process known as marking to market, and the Fund may receive or be required to pay additional variation margin as the futures contract becomes more or less valuable. At the time of delivery of securities pursuant to such a contract, adjustments are made to recognize differences in value arising from the delivery of securities with a different interest rate than the specific security that provides the standard for the contract. In some (but not many) cases, securities called for by a futures contract may not have been issued when the contract was entered into.
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The ability to hedge effectively all or a portion of the Funds portfolio through transactions in futures contracts depends on the degree to which movements in the value of the securities or index underlying such contracts correlate with movements in the value of securities held in the Funds portfolio. If the securities (or the securities comprising the index) underlying a futures contract are different than the portfolio securities being hedged, they may not move to the same extent or in the same direction. In that event, the hedging strategy might not be successful and the Fund could sustain losses on the hedging transactions that would not be offset by gains on its portfolio. It is also possible that there may be a negative correlation between the index or security underlying a futures contract and the portfolio securities being hedged, which could result in losses on both the hedging transaction and the portfolio securities. In such instances, the Funds overall return could be less than if the hedging transactions had not been undertaken.
The trading of futures contracts on an index of equity or fixed income securities entails the additional risk of imperfect correlation between movements in the futures price and the value of the underlying index. The anticipated spread between the prices may be distorted due to differences in the nature of the markets, such as differences in margin requirements, the liquidity of such markets and the participation of speculators in the futures market. The risk of imperfect correlation, however, generally tends to diminish as the maturity date of the futures contract approaches.
The ordinary spreads between prices in the cash and futures markets, due to differences in the nature of those markets, are subject to distortions. First, all participants in the futures market are subject to initial deposit and variation margin requirements. This could require the Fund to post additional cash as the value of the position fluctuates. Further, rather than meeting additional variation margin requirements, investors may close out futures contracts through offsetting transactions that could distort the normal relationship between the cash and futures markets. Second, there is the potential that the liquidity of the futures market may be lacking. Prior to expiration, a futures contract may be terminated only by entering into a closing purchase or sale transaction, which requires a secondary market on the contract market on which the futures contract was originally entered into. While the Fund will establish a futures position only if there appears to be a liquid secondary market therefor, there can be no assurance that such a market will exist for any particular futures contract at any specific time. In that event, it may not be possible to close out a position held for the Fund, which could require the Fund to purchase or sell the instrument underlying the futures contract, make or receive a cash settlement, or meet ongoing variation margin requirements. The inability to close out futures positions also could have an adverse impact on the Funds ability to effectively hedge its portfolio.
The liquidity of a secondary market in a futures contract may be adversely affected by daily price fluctuation limits established by the exchanges, which limit the amount of fluctuation in the price of a futures contract during a single trading day and prohibit trading beyond such limits once they have been reached. The trading of futures contracts also is subject to the risk of trading halts, suspensions, exchange or clearing house equipment failures, government intervention, position limits, insolvency of the brokerage firm or clearing house or other disruptions of normal trading activity, which could at times make it difficult or impossible to liquidate existing positions or to recover excess variation margin payments.
Investments in futures contracts also entail the risk that if the Advisers investment judgment about the general direction of prices interest rates is incorrect, the Funds overall performance may be poorer than if the Fund had not entered into any such contract
Each contract market on which futures contracts are traded has established a number of limitations governing the maximum number of positions that may be held by a trader, whether acting alone or in concert with others.
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When a futures contract is purchased, an amount of cash or cash equivalents will be deposited in a segregated account with the Funds custodian bank so that the amount so segregated, plus the initial and variation margin held in the account of its broker, will at all times equal the value of the futures contract, thereby insuring that the use of such futures is unleveraged.
Hybrid Instruments
A hybrid instrument is a type of potentially high-risk derivative that combines a traditional stock, bond, or commodity with an option or forward contract. Generally, the principal amount, amount payable upon maturity or redemption, or interest rate of a hybrid is tied (positively or negatively) to the price of some commodity, currency or securities index or another interest rate or some other economic factor (each a benchmark). The interest rate or (unlike most fixed income securities) the principal amount payable at maturity of a hybrid security may be increased or decreased, depending on changes in the value of the benchmark. An example of a hybrid could be a bond issued by an oil company that pays a small base level of interest with additional interest that accrues to the extent to which oil prices exceed a certain predetermined level. Such a hybrid instrument would be a combination of a bond and a call option on oil.
Hybrids can be used as an efficient means of pursuing a variety of investment goals, including currency hedging, duration management, and increased total return. Hybrids may not bear interest or pay dividends. The value of a hybrid or its interest rate may be a multiple of a benchmark and, as a result, may be leveraged and move (up or down) more steeply and rapidly than the benchmark. These benchmarks may be sensitive to economic and political events, such as commodity shortages and currency devaluations, which cannot be readily foreseen by the purchaser of a hybrid. Under certain conditions, the redemption value of a hybrid could be zero. Thus, an investment in a hybrid may entail significant market risks that are not associated with a similar investment in a traditional, U.S. dollar-denominated bond that has a fixed principal amount and pays a fixed rate or floating rate of interest. The purchase of hybrids also exposes the Fund to the credit risk of the issuer of the hybrids. These risks may cause significant fluctuations in the net asset value (NAV) of the Fund.
Certain hybrid instruments may provide exposure to the commodities markets. These are derivative securities with one or more commodity-linked components that have payment features similar to commodity futures contracts, commodity options, or similar instruments. Commodity-linked hybrid instruments may be either equity or debt securities, leveraged or unleveraged, and are considered hybrid instruments because they have both security and commodity-like characteristics. A portion of the value of these instruments may be derived from the value of a commodity, futures contract, index or other economic variable.
Certain issuers of structured products such as hybrid instruments may be deemed to be investment companies as defined in the 1940 Act. As a result, the Funds investments in these products may be subject to limits applicable to investments in investment companies and may be subject to restrictions contained in the 1940 Act.
Options, Futures And Related Risks
The Fund may invest in options and futures contracts to the extent set forth in the Prospectus and this SAI. The use of options and futures is a highly specialized activity which involves investment strategies and risks different from those associated with ordinary portfolio securities transactions, and there can be no guarantee that their use will increase the return of the Fund. While the use of these instruments by the Fund may reduce certain risks associated with owning its portfolio securities, these techniques themselves entail certain other risks. If the Adviser applies a strategy at an inappropriate time or judges market conditions or trends incorrectly, options and futures strategies may lower the Funds return. Certain strategies limit the potential of the Fund to realize gains as well as limit its exposure to losses. The Fund could also experience losses if the prices of its options and futures positions were poorly correlated with its other investments. There can be no assurance that a liquid market will exist at a time when the Fund seeks to close out a futures contract or a futures option position.
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Options on Securities. A call option is a contract sold for a price (the premium) giving its holder the right to buy a specific number of shares of stock at a specific price on or prior to a specified date. A covered call option is a call option issued on securities already owned by the writer of the call option for delivery to the holder upon the exercise of the option. The Fund may write options for the purpose of attempting to increase its return and for hedging purposes. In particular, if the Fund writes an option which expires unexercised or is closed out by the Fund at a profit, the Fund retains the premium paid for the option less related transaction costs, which increases its gross income and offsets in part the reduced value of the portfolio security in connection with which the option is written, or the increased cost of portfolio securities to be acquired. In contrast, however, if the price of the security underlying the option moves adversely to the Funds position, the option may be exercised and the Fund will then be required to purchase or sell the security at a disadvantageous price, which might only partially be offset by the amount of the premium.
The Fund may write options in connection with buy-and-write transactions; that is, the Fund may purchase a security and then write a call option against that security. The exercise price of the call option the Fund determines to write depends upon the expected price movement of the underlying security. The exercise price of a call option may be below (in-the-money), equal to (at-the-money) or above (out-of-the-money) the current value of the underlying security at the time the option is written.
The writing of covered put options is similar in terms of risk/return characteristics to buy-and-write transactions. Put options may be used by the Fund in the same market environments in which call options are used in equivalent buy-and-write transactions.
The Fund may also write combinations of put and call options on the same security, a practice known as a straddle. By writing a straddle, the Fund undertakes a simultaneous obligation to sell or purchase the same security in the event that one of the options is exercised. If the price of the security subsequently rises sufficiently above the exercise price to cover the amount of the premium and transaction costs, the call will likely be exercised and the Fund will be required to sell the underlying security at a below market price. This loss may be offset, however, in whole or in part, by the premiums received on the writing of the two options. Conversely, if the price of the security declines by a sufficient amount, the put will likely be exercised. The writing of straddles will likely be effective, therefore, only where the price of a security remains stable and neither the call nor the put is exercised. In an instance where one of the options is exercised, the loss on the purchase or sale of the underlying security may exceed the amount of the premiums received.
By writing a call option on a portfolio security, the Fund limits its opportunity to profit from any increase in the market value of the underlying security above the exercise price of the option. By writing a put option, the Fund assumes the risk that it may be required to purchase the underlying security for an exercise price above its then-current market value, resulting in a loss unless the security subsequently appreciates in value. The writing of options will not be undertaken by the Fund solely for hedging purposes, and may involve certain risks that are not present in the case of hedging transactions. Moreover, even where options are written for hedging purposes, such transactions will constitute only a partial hedge against declines in the value of portfolio securities or against increases in the value of securities to be acquired, up to the amount of the premium.
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The Fund may also purchase put and call options. Put options are purchased to hedge against a decline in the value of securities held in the Funds portfolio. If such a decline occurs, the put options will permit the Fund to sell the securities underlying such options at the exercise price, or to close out the options at a profit. The Fund will purchase call options to hedge against an increase in the price of securities that the Fund anticipates purchasing in the future. If such an increase occurs, the call option will permit the Fund to purchase the securities underlying such option at the exercise price or to close out the option at a profit. The premium paid for a call or put option plus any transaction costs will reduce the benefit, if any, realized by the Fund upon exercise of the option, and, unless the price of the underlying security rises or declines sufficiently, the option may expire worthless to the Fund. In addition, in the event that the price of the security in connection with which an option was purchased moves in a direction favorable to the Fund, the benefits realized by the Fund as a result of such favorable movement will be reduced by the amount of the premium paid for the option and related transaction costs.
Options on Securities Indices. The Fund may cover call options on securities indices by owning securities whose price changes, in the opinion of the Adviser, are expected to be similar to those of the underlying index, or by having an absolute and immediate right to acquire such securities without additional cash consideration (or for additional cash consideration held in a segregated account by its custodian) upon conversion or exchange of other securities in its portfolio. Where the Fund covers a call option on a securities index through ownership of securities, such securities may not match the composition of the index and, in that event, the Fund will not be fully covered and could be subject to risk of loss in the event of adverse changes in the value of the index.
The Fund will receive a premium from writing a put or call option on a securities index, which increases the Funds gross income in the event the option expires unexercised or is closed out at a profit. If the value of an index on which the Fund has written a call option falls or remains the same, the Fund will realize a profit in the form of the premium received (less transaction costs) that could offset all or a portion of any decline in the value of the securities it owns. If the value of the index rises, however, the Fund will realize a loss in its call option position, which will reduce the benefit of any unrealized appreciation in the Funds investment. By writing a put option, the Fund assumes the risk of a decline in the index. To the extent that the price changes of securities owned by the Fund correlate with changes in the value of the index, writing covered put options on indices will increase the Funds losses in the event of a market decline, although such losses will be offset in part by the premium received for writing the option.
The Fund may also purchase put options on securities indices to hedge its investments against a decline in value. By purchasing a put option on a stock index, the Fund will seek to offset a decline in the value of securities it owns through appreciation of the put option. If the value of the Funds investments does not decline as anticipated, or if the value of the option does not increase, the Funds loss will be limited to the premium paid for the option plus related transaction costs. The success of this strategy will largely depend on the accuracy of the correlation between the changes in value of the index and the changes in value of the Funds security holdings.
The purchase of call options on securities indices may be used by the Fund to attempt to reduce the risk of missing a broad market advance, or an advance in an industry or market segment, at a time when the Fund holds uninvested cash or short-term debt securities awaiting investment. When purchasing call options for this purpose, the Fund will also bear the risk of losing all or a portion of the premium paid if the value of the index does not rise. The purchase of call options on securities indices when the Fund is substantially fully invested is a form of leverage, up to the amount of the premium and related transaction costs, and involves risks of loss and of increased volatility similar to those involved in purchasing calls on securities the Fund owns.
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Risk Factors:
Imperfect Correlation of Hedging Instruments with the Funds Portfolio. The ability of the Fund to effectively hedge all or a portion of its portfolio through transactions in options, futures contracts, and forward contracts will depend on the degree to which price movements in the underlying instruments correlate with price movements in the relevant portion of that Funds portfolio. If the values of portfolio securities being hedged do not move in the same amount or direction as the instruments underlying options, futures contracts or forward contracts traded, the Funds hedging strategy may not be successful and the Fund could sustain losses on its hedging strategy that would not be offset by gains on its portfolio. It is also possible that there may be a negative correlation between the instrument underlying an option, futures contract or forward contract traded and the portfolio securities being hedged, which could result in losses both on the hedging transaction and on the portfolio securities. In such instances, the Funds overall return could be less than if the hedging transaction had not been undertaken. In the case of futures and options based on an index of securities or individual fixed income securities, the portfolio will not duplicate the components of the index, and in the case of futures contracts and options on fixed income securities, the portfolio securities that are being hedged may not be the same type of obligation underlying such contracts. As a result, the correlation probably will not be exact. Consequently, the Fund bears the risk that the price of the portfolio securities being hedged will not move in the same amount or direction as the underlying index or obligation. In addition, where the Fund enters into forward contracts as a cross hedge (i.e., the purchase or sale of a forward contract on one currency to hedge against risk of loss arising from changes in value of a second currency), the Fund incurs the risk of imperfect correlation between changes in the values of the two currencies, which could result in losses.
The correlation between prices of securities and prices of options, futures contracts or forward contracts may be distorted due to differences in the nature of the markets, such as differences in margin requirements, the liquidity of such markets and the participation of speculators in the option, futures contract and forward contract markets. Due to the possibility of distortion, a correct forecast of general interest rate trends by the Adviser may still not result in a successful transaction. The trading of options on futures contracts also entails the risk that changes in the value of the underlying futures contract will not be fully reflected in the value of the option. The risk of imperfect correlation, however, generally tends to diminish as the maturity or termination date of the futures contract or forward contract approaches.
The trading of options, futures contracts and forward contracts also entails the risk that, if the Advisers judgment as to the general direction of interest or exchange rates is incorrect, the Funds overall performance may be poorer than if it had not entered into any such contract. For example, if the Fund has hedged against the possibility of an increase in interest rates, and rates instead decline, the Fund will lose part or all of the benefit of the increased value of the securities being hedged, and may be required to meet ongoing daily variation margin payments.
The Fund may each purchase and write options not only for hedging purposes, cash management, or to simulate investments in otherwise permissible securities, but also for the purpose of attempting to increase its return. As a result, the Fund will incur the risk that losses on such transactions will not be offset by corresponding increases in the value of portfolio securities or decreases in the cost of securities to be acquired.
Potential Lack of a Liquid Secondary Market. Prior to exercise or expiration, a position in an exchange-traded option, futures contract or option on a futures contract can only be terminated by entering into a closing purchase or sale transaction, which requires a secondary market for such instruments on the exchange on which the initial transaction was entered into. If no such market exists, it may not be possible to close out a position, and the Fund could be required to purchase or sell the underlying instrument or meet ongoing variation margin requirements. The inability to close out option or futures positions also could have an adverse effect on the Funds ability effectively to hedge its portfolio.
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The liquidity of a secondary market in an option or futures contract may be adversely affected by daily price fluctuation limits, established by the exchanges, which limit the amount of fluctuation in the price of a contract during a single trading day and prohibit trading beyond such limits once they have been reached. Such limits could prevent the Fund from liquidating open positions, which could render its hedging strategy unsuccessful and result in trading losses. The exchanges on which options and futures contracts are traded have also established a number of limitations governing the maximum number of positions which may be traded by a trader, whether acting alone or in concert with others. Further, the purchase and sale of exchange-traded options and futures contracts is subject to the risk of trading halts, suspensions, exchange or clearing corporation equipment failures, government intervention, insolvency of a brokerage firm, intervening broker or clearing corporation or other disruptions of normal trading activity, which could make it difficult or impossible to liquidate existing positions or to recover excess variation margin payments.
Options on Futures Contracts. In order to profit from the purchase of an option on a futures contract, it may be necessary to exercise the option and liquidate the underlying futures contract, subject to all of the risks of futures trading. The writer of an option on a futures contract is subject to the risks of futures trading, including the requirement of initial and variation margin deposits.
Risk of Potential Government Regulation of Derivatives. It is possible that additional government regulation of various types of derivative instruments, including futures and swap agreements, may limit or prevent the Fund from using such instruments as a part of its investment strategy, and could ultimately prevent the Fund from being able to achieve its investment objective. It is impossible to fully predict the effects of past, present or future legislation and regulation in this area, but the effects could be substantial and adverse. It is possible that legislative and regulatory activity could limit or restrict the ability of the Fund to use certain instruments as a part of its investment strategy. Limits or restrictions applicable to the counterparties with which the Fund engages in derivatives transactions could also prevent the Fund from using certain instruments.
There is a possibility of future regulatory changes altering, perhaps to a material extent, the nature of an investment in the Fund or the ability of the Fund to continue to implement its investment strategies. The futures markets are subject to comprehensive statutes, regulations, and margin requirements. In addition, the SEC, CFTC and the exchanges are authorized to take extraordinary actions in the event of a market emergency, including, for example, the implementation or reduction of speculative position limits, the implementation of higher margin requirements, the establishment of daily price limits and the suspension of trading. The regulation of swaps and futures transactions in the U.S. is a rapidly changing area of law and is subject to modification by government and judicial action.
In particular, the Dodd-Frank Wall Street Reform and Consumer Protection Act (the Dodd-Frank Act) has changed the way in which the U.S. financial system is supervised and regulated. Title VII of the Dodd-Frank Act sets forth a new legislative framework for over-the-counter derivatives, including financial instruments, such as swaps, in which the Fund may invest. Title VII of the Dodd-Frank Act makes broad changes to the over-the-counter derivatives market, grants significant new authority to the SEC and the CFTC to regulate over-the-counter derivatives and market participants, and will require clearing and exchange trading of many over-the-counter derivatives transactions.
Provisions in the Dodd-Frank Act include new capital and margin requirements and the mandatory use of clearinghouse mechanisms for many over-the-counter derivatives transactions. The CFTC, SEC and other federal regulators are issuing the rules and regulations that enact the provisions of the Dodd-Frank Act. Because there is a prescribed phase-in period during which most of the mandated rulemaking and regulations will be implemented, it is not possible at this time to gauge the exact nature and scope of the impact of the Dodd-Frank Act on the Fund. However, it is expected that swap dealers, major market participants and swap counterparties will experience new and/or additional regulations, requirements, compliance burdens and associated costs. The new law and the rules promulgated and to be promulgated may negatively impact the Funds ability to meet its investment objective either through limits or requirements imposed on it or upon its counterparties. In particular, new position limits imposed on the Fund or its counterparties may impact that Funds ability to invest in futures, options and swaps in a manner that efficiently meets its investment objective. New requirements even if not directly applicable to the Fund, including capital requirements, changes to the CFTC speculative position limits regime and mandatory clearing, may increase the cost of the Funds investments and cost of doing business, which could adversely affect investors.
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Additional Risks of Transactions Related to Foreign Currencies and Transactions Not Conducted on the United States Exchanges. The available information on which the Fund will make trading decisions concerning transactions related to foreign currencies or foreign securities may not be as complete as the comparable data on which the Fund makes investment and trading decisions in connection with other transactions. Moreover, because the foreign currency market is a global, 24-hour market, and the markets for foreign securities as well as markets in foreign countries may be operating during non-business hours in the United States, events could occur in such markets which would not be reflected until the following day, thereby rendering it more difficult for the Fund to respond in a timely manner.
In addition, over-the-counter derivatives transactions can only be entered into with a financial institution willing to take the opposite side, as principal, of the Funds position, unless the institution acts as broker and is able to find another counterparty willing to enter into the transaction with the Fund. This could make it difficult or impossible to enter into a desired transaction or liquidate open positions, and could therefore result in trading losses. Further, over-the-counter derivatives transactions are not subject to the performance guarantee of an exchange clearing house and the Fund will therefore be subject to the risk of default by, or the bankruptcy of, a financial institution or other counterparty.
Transactions on exchanges located in foreign countries may not be conducted in the same manner as those entered into on U.S. exchanges, and may be subject to different margin, exercise, settlement or expiration procedures. As a result, many of the risks of over-the-counter trading may be present in connection with such transactions. Moreover, the SEC or the CFTC has jurisdiction over the trading in the United States of many types of over-the-counter and foreign instruments, and such agencies could adopt regulations or interpretations that would make it difficult or impossible for the Fund to enter into the trading strategies identified herein or to liquidate existing positions.
As a result of its investments in foreign securities, the Fund may receive interest or dividend payments, or the proceeds of the sale or redemption of such securities, in foreign currencies. The Fund may also be required to receive delivery of the foreign currencies underlying options on foreign currencies or forward contracts it has entered into. This could occur, for example, if an option written by the Fund is exercised or the Fund is unable to close out a forward contract it has entered into. In addition, the Fund may elect to take delivery of such currencies. Under such circumstances, the Fund may promptly convert the foreign currencies into dollars at the then current exchange rate. Alternatively, the Fund may hold such currencies for an indefinite period of time if the Adviser believes that the exchange rate at the time of delivery is unfavorable or if, for any other reason, the Adviser anticipates favorable movements in such rates.
While the holding of currencies will permit the Fund to take advantage of favorable movements in the applicable exchange rate, it also exposes the Fund to risk of loss if such rates move in a direction adverse to the Funds position. Such losses could also adversely affect the Funds hedging strategies. Certain tax requirements may limit the extent to which the Fund will be able to hold currencies.
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Swaps, Caps, Floors And Collars
The Fund may enter into swap contracts and other similar instruments in accordance with its investment objectives and policies. A swap is an agreement to exchange the return generated by one instrument for the return generated by another instrument. The payment streams are calculated by reference to a specified index and agreed upon notional amount. The term specified index includes currencies, fixed interest rates, prices and total return on interest rate indices, fixed income indices, stock indices and commodity indices (as well as amounts derived from arithmetic operations on these indices). For example, the Fund may agree to swap the return generated by a fixed income index for the return generated by a second fixed income index. The currency swaps in which the Fund may enter will generally involve an agreement to pay interest streams calculated by reference to interest income linked to a specified index in one currency in exchange for a specified index in another currency. Such swaps may involve initial and final exchanges that correspond to the agreed upon notional amount.
The swaps in which the Fund may engage also include rate caps, floors and collars under which one party pays a single or periodic fixed amount(s) (or premium) and the other party pays periodic amounts based on the movement of a specified index.
The Fund will usually enter into swaps on a net basis, i.e., the two return streams are netted out in a cash settlement on the payment date or dates specified in the instrument, with the Fund receiving or paying, as the case may be, only the net amount of the two returns. The Funds obligations under a swap agreement will be accrued daily (offset against any amounts owing to the Fund) and any accrued but unpaid net amounts owed to a swap counterparty will be covered by the maintenance of a segregated account consisting of cash, U.S. Government securities, or other liquid securities.
Interest rate swaps do not involve the delivery of securities, other underlying assets or principal. Accordingly, the risk of loss with respect to interest rate swaps is limited to the net amount of interest payments that the Fund is contractually obligated to make. If the other party to an interest rate swap defaults, the Funds risk of loss consists of the net amount of interest payments that the Fund is contractually entitled to receive. In contrast, currency swaps usually involve the delivery of the entire principal value of one designated currency in exchange for the other designated currency. Therefore, the entire principal value of a currency swap is subject to the risk that the other party to the swap will default on its contractual delivery obligations. If there is a default by the counterparty, the Fund may have contractual remedies pursuant to the agreements related to the transaction. The swap market has grown substantially in recent years with a large number of banks and investment banking firms acting both as principals and as agents utilizing standardized swap documentation. As a result, the swap market has become relatively liquid. Caps, floors and collars are more recent innovations for which standardized documentation has not yet been fully developed and, accordingly, they are less liquid than swaps.
Total return swaps are agreements where one counterparty transfers the entire economic exposure of an underlying asset or obligation (including income from interest and fees, gains and losses from price and market movement, and credit losses) to another counterparty. Total return swaps are generally used by the Fund to obtain full exposure (both credit and market exposure) of an underlying asset without actually owning the asset. The use of a total return swap enables the Fund to receive the full financial gain from the increase or decrease of the underlying asset or obligation as if it owned the underlying asset, without needing to purchase the underlying asset in full. The underlying assets of a total return swap can include most financial instruments, although the Fund will generally only trade in total return swaps that consist of underlying assets that independently comply with the Funds investment strategy.
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As a result of the Dodd-Frank Act and related regulatory developments, certain standardized swaps are now subject to mandatory central clearing and trade execution requirements. Unlike uncleared swaps (negotiated bilaterally and traded over-the-counter), cleared swaps must be transacted through a futures commission merchant and cleared through a clearinghouse that serves as the central counterparty to the transaction. Mandatory clearing and exchange-trading will occur on a phased-in basis based on a number of factors. Currently, the CFTC has designated the most common types of credit default index swaps and interest rate swaps as subject to mandatory central clearing, and certain public trading facilities have made those types of swaps available for trading. It is expected that additional types of swaps will become subject to central clearing and exchange-trading requirements in the future. While central clearing and exchange-trading is intended to reduce counterparty and credit risk, they do not eliminate these types of risks from a transaction. Cleared and exchange-traded swaps may still cause the Fund to lose money.
The use of swaps is a highly specialized activity that involves investment techniques and risks different from those associated with ordinary portfolio securities transactions. If the Adviser was incorrect in its forecasts of market values, interest rates and currency exchange rates, the investment performance of the Fund would be less favorable than it would have been if this investment technique were not used.
EMERGING MARKETS
The Fund may invest in emerging markets to the extent set forth in the Prospectus or in other sections of this SAI, and these investments present greater risk than investing in foreign issuers in general.
A number of emerging markets restrict foreign investment in stocks. Repatriation of investment income, capital, and the proceeds of sales by foreign investors may require governmental registration and/or approval in some emerging market countries. A number of the currencies of developing countries have experienced significant declines against the U.S. dollar in the past, and devaluation may occur subsequent to investments in these currencies by the Fund. Inflation and rapid fluctuations in inflation rates have had and may continue to have negative effects on the economies and securities markets of certain emerging market countries. Many of the emerging securities markets are relatively small, have low trading volumes, suffer periods of relative illiquidity, and are characterized by significant price volatility. There is the risk that a future economic or political crisis could lead to price controls, forced mergers of companies, expropriation or confiscatory taxation, seizure, nationalization, or creation of government monopolies, any of which could have a detrimental effect on the Funds investments. Investing in many former communist or socialist countries involves the additional risk that the government or other executive or legislative bodies may decide not to continue to support the economic reform programs and could follow radically different political and/or economic policies to the detriment of investors, including non-market oriented policies such as the support of certain industries at the expense of other sectors or a return to a completely centrally planned economy. It is possible, particularly in markets in emerging market countries, that purported securities in which the Fund invests may subsequently be found to be fraudulent and as a consequence the Fund could suffer losses.
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Additional risk factors include, but are not limited to, the following: varying custody, brokerage and settlement practices; difficulty in valuation and pricing; less public information about issuers of non-U.S. securities; less governmental regulation and supervision over the issuance and trading of securities; the unavailability of financial information regarding the non-U.S. issuer or the difficulty of interpreting financial information prepared under non-U.S. accounting standards; the imposition of withholding and other taxes; adverse political, social or diplomatic developments limitations on the movement of funds or other assets of an investor between different countries; difficulties in invoking the legal process outside the United States and enforcing contractual obligations; and the difficulty of assessing economic trends in non-U.S. countries. Investment in non-U.S. countries also involves higher brokerage and custodian expenses than does investment in U.S. securities traded on a U.S. securities exchange or market. The occurrence of adverse events affecting one particular emerging market country or region could have more widespread effect and adversely impact the global trading market for emerging market instruments. Many of the laws that govern private and foreign investment, securities transactions and other contractual relationships in certain emerging market countries, are relatively new and largely untested. As a result, an investor may be subject to a number of unusual risks, including inadequate investor protection, contradictory legislation, incomplete, unclear and changing local and state laws, disregard of regulations on the part of other market participants, lack of established or effective avenues for legal redress, absence of standard practices and confidentiality customs characteristic of more developed markets and lack of consistent enforcement of existing regulations. Furthermore, it may be difficult to obtain and/or enforce a judgment in certain countries in which assets of an investor are invested. There can be no assurance that this difficulty in protecting and enforcing rights will not have a material adverse effect on an investor (such as the Fund) and its investments.
The term emerging markets includes any country: (i) having an emerging stock market as defined by the International Finance Corporation; (ii) with low- to middle-income economies according to the International Bank for Reconstruction and Development (the World Bank); (iii) listed in World Bank publications as developing; or (iv) determined by the Adviser to be an emerging market as described above. Currently, these countries generally include every country in the world except Australia, Austria, Belgium, Canada, Denmark, Finland, France, Germany, Hong Kong, Ireland, Israel, Italy, Japan, the Netherlands, New Zealand, Norway, Singapore, Spain, Sweden, Switzerland, the United Kingdom and the United States.
Company Debt. Governments of many emerging market countries have exercised and continue to exercise substantial influence over many aspects of the private sector through the partial or complete ownership or control of many companies, including some of the largest in any given country. As a result, government actions in the future could have a significant effect on economic conditions in emerging markets, which in turn, may adversely affect companies in the private sector, general market conditions and prices and yields of certain of the securities held by the Fund. Expropriation, confiscatory taxation, nationalization, political, economic or social instability or other similar developments have occurred frequently over the history of certain emerging markets and could adversely affect the Funds assets should these conditions recur.
Sovereign Debt. Investment in sovereign debt can involve a high degree of risk. The issuers of the sovereign debt securities in which the Fund may invest have in the past experienced substantial difficulties in servicing their external debt obligations, which have led to defaults on certain obligations and the restructuring of certain indebtedness. The governmental entity that controls the repayment of sovereign debt may not be able or willing to repay the principal and/or interest when due in accordance with the terms of such debt. A governmental entitys willingness or ability to repay principal and interest due in a timely manner may be affected by, among other factors, its cash flow situation, the extent of its foreign reserves, the availability of sufficient foreign exchange on the date a payment is due, the relative size of the debt service burden to the economy as a whole, the governmental entitys policy towards the International Monetary Fund and the political constraints to which a governmental entity may be subject. Governmental entities may also be dependent on expected disbursements from foreign governments, multilateral agencies and others abroad to reduce principal and interest averages on their debt. The commitment on the part of these governments, agencies and others to make such disbursements may be conditioned on a governmental entitys implementation of economic reforms and/or economic performance and the timely service of such debtors obligations. Failure to implement such reforms, achieve such levels of economic performance or repay principal or interest when due may result in the cancellation of such third parties commitments to lend funds to the governmental entity, which may further impair such debtors ability or willingness to service its debts in a timely manner. Consequently, governmental entities may default on their sovereign debt. Holders of sovereign debt (including the Fund) may be requested to participate in the rescheduling of such debt and to extend further loans to governmental entities. There is no bankruptcy proceeding by which sovereign debt on which governmental entities have defaulted may be collected in whole or in part.
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Emerging market governmental issuers are among the largest debtors to commercial banks, foreign governments, international financial organizations and other financial institutions. Certain emerging market governmental issuers have not been able to make payments of interest on or principal of debt obligations as those payments have come due. Obligations arising from past restructuring agreements may affect the economic performance and political and social stability of those issuers.
The ability of emerging market governmental issuers to make timely payments on their obligations is likely to be influenced strongly by the issuers balance of payments, including export performance, and its access to international credits and investments. An emerging market whose exports are concentrated in a few commodities could be vulnerable to a decline in the international prices of one or more of those commodities. Increased protectionism on the part of an emerging markets trading partners could also adversely affect the countrys exports and tarnish its trade account surplus, if any. To the extent that emerging markets receive payment for their exports in currencies other than U.S. dollars or non-emerging market currencies, their ability to make debt payments denominated in U.S. dollars or non-emerging market currencies could be affected.
To the extent that an emerging market country cannot generate a trade surplus, it must depend on continuing loans from foreign governments, multilateral organizations or private commercial banks, aid payments from foreign governments and on inflows of foreign investment. The access of emerging markets to these forms of external funding may not be certain, and a withdrawal of external funding could adversely affect the capacity of emerging market country governmental issuers to make payments on their obligations. In addition, the cost of servicing emerging market debt obligations can be affected by a change in international interest rates since the majority of these obligations carry interest rates that are adjusted periodically based upon international rates.
Another factor bearing on the ability of emerging market countries to repay debt obligations is the level of international reserves of the country. Fluctuations in the level of these reserves affect the amount of foreign exchange readily available for external debt payments and thus could have a bearing on the capacity of emerging market countries to make payments on these debt obligations.
Liquidity, Trading Volume, and Regulatory Oversight. The securities markets of emerging market countries are substantially smaller, less developed, less liquid and more volatile than the major securities markets in the United States. The lack of liquidity could have an adverse effect on the value of the Funds holdings, and on the Funds ability to dispose of such holdings in response to a specific adverse economic event, such as the deterioration in credit worthiness of a particular debtor. Some of the stocks of countries that may be selected by the Adviser for purchase or sale by the Fund may have insufficient market liquidity to allow the relevant Fund to purchase such stocks in such amounts or at such prices as the Adviser may deem reasonable for investment under such strategy and/or there may not be a readily available means by which the Fund can gain exposure to such countrys securities markets. Foreign investors in emerging markets may be limited in their ability to invest in certain industries. In addition, there is often a limit on total foreign holdings. To the extent that the ceiling has been reached in that industry, further investment by foreign investors may not be permitted. Accordingly, the ability of the Fund to invest in certain companies may be restricted, and there can be no assurance that additional restrictions on investments permissible for foreign investors will not be imposed in the future.
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The limited size of many emerging market securities markets and limited trading volume in the securities of emerging market issuers compared to the volume of trading in the securities of U.S. issuers could cause prices to be erratic for reasons apart from factors that affect the soundness and competitiveness of the securities issuers. For example, limited market size may cause prices to be unduly influenced by traders who control large positions. Adverse publicity and investors perceptions, whether or not based on in-depth fundamental analysis, may decrease the value and liquidity of portfolio securities.
Disclosure and regulatory standards in emerging markets are in many respects less stringent than U.S. standards. Issuers in lesser developed and emerging markets are subject to accounting, auditing and financial standards and requirements that differ, in some cases significantly, from those applicable to U.S. issuers. In particular, the assets and profits appearing on the financial statements of such an issuer may not reflect its financial position or results of operations in the way they would be reflected had such financial statements been prepared in accordance with U.S. generally accepted accounting principles. There is substantially less publicly available information about such issuers than there is about U.S. issuers. In addition, such issuers are not subject to regulations similar to the U.S. Sarbanes-Oxley Act of 2002, which imposes many restrictions and mandates on the activities of companies. There is less regulation and monitoring by regulators of lesser developed and emerging market securities markets and the activities of investors, brokers and other participants than in the United States. Moreover, issuers of securities in lesser developed and emerging markets are not subject to the same degree of regulation as are U.S. issuers with respect to such matters as insider trading rules, tender offer regulation, shareholder proxy requirements and the timely disclosure of information. There is also less publicly available information about lesser developed and emerging market companies than U.S. companies.
Default, Legal Recourse. The Fund may have limited legal recourse in the event of a default with respect to certain debt obligations it may hold. If the issuer of a fixed income security owned by the Fund defaults, the Fund may incur additional expenses to seek recovery. Debt obligations issued by emerging market governments differ from debt obligations of private entities; remedies from defaults on debt obligations issued by emerging market governments, unlike those on private debt, must be pursued in the courts of the defaulting party itself. The Funds ability to enforce its rights against private issuers may be limited. The ability to attach assets to enforce a judgment may be limited. Legal recourse is therefore somewhat diminished. Bankruptcy, moratorium and other similar laws applicable to private issuers of debt obligations may be substantially different from those of other countries. Moreover, if the Fund obtains a judgment in a U.S. court, it may be difficult to enforce such judgment in the emerging market because the emerging market may not be a party to any international treaty with respect to the recognition or enforcement of foreign judgments. Provisions of emerging markets laws regulate the enforcement of foreign judgments and such laws may contain broad exceptions and involve long delays in obtaining a judgment. For example, an emerging markets court may not enforce any foreign judgment if it viewed the amount of damages awarded as excessive or inconsistent with practice in that country. A party seeking to enforce a foreign judgment in an emerging market may also be required to obtain approval from the central bank of that emerging market to execute such judgment or to repatriate any amount recovered outside of the emerging market. The political context, expressed as an emerging market governmental issuers willingness to meet the terms of the debt obligation, for example, is of considerable importance. In addition, no assurance can be given that the holders of commercial bank debt may not contest payments to the holders of debt obligations in the event of default under commercial bank loan agreements.
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Certain Risks of Holding Assets Outside the United States. The Fund generally holds its non-U.S. securities and cash in foreign banks and securities depositories. Some foreign banks and securities depositories may be recently organized or new to the foreign custody business, and therefore expose the Fund to additional risk. In addition, there may be limited or no regulatory oversight of their operations. Also, the laws of certain countries limit the Funds ability to recover its assets if a foreign bank, depository or issuer of a security, or any of their agents, goes bankrupt. In addition, it is often more expensive for the Fund to buy, sell and hold securities in certain foreign markets than in the United States. The increased expense of investing in foreign markets reduces the amount the Fund can earn on its investments and typically results in higher operating expenses for the Fund as compared to funds that invest only in the United States.
Settlement Risk. Settlement and clearance procedures in certain foreign markets differ significantly from those in the United States. Foreign settlement and clearance procedures and trade regulations also may involve certain risks (such as delays in payment for or delivery of securities) not typically associated with the settlement of U.S. investments. At times, settlements in certain foreign countries have not kept pace with the number of securities transactions. These problems may make it difficult for the Fund to carry out transactions. If the Fund cannot settle or is delayed in settling a purchase of securities, it may miss attractive investment opportunities and certain of its assets may be uninvested with no return earned thereon for some period. If the Fund cannot settle or is delayed in settling a sale of securities, it may lose money if the value of the security then declines or, if it has contracted to sell the security to another party, the Fund could be liable for any losses incurred.
Inflation. Many emerging markets have experienced substantial, and in some periods extremely high, rates of inflation for many years. Inflation and rapid fluctuations in inflation rates have had and may continue to have adverse effects on the economies and securities markets of certain emerging market countries. In an attempt to control inflation, wage and price controls have been imposed in certain countries. Of these countries, some, in recent years, have begun to control inflation through prudent economic policies.
Withholding. Income from securities held by the Fund could be reduced by a withholding tax on the source or other taxes imposed by the emerging market countries in which the Fund makes its investments. The Funds NAV may also be affected by changes in the rates or methods of taxation applicable to the Fund or to entities in which the Fund has invested.
Foreign Currencies. The Fund's investments in emerging markets securities involve risks relating to currency exchange matters, including fluctuations in the rate of exchange between the U.S. dollar and the foreign currencies in which the Fund's portfolio securities are denominated, and costs associated with conversion of investment principal and income from one currency into another. Some emerging market countries also may have managed currencies, which are not free floating against the U.S. dollar. In addition, there is risk that certain emerging market countries may restrict the free conversion of their currencies into other currencies. Further, certain emerging market currencies may not be internationally traded. Certain of these currencies have experienced a steep devaluation relative to the U.S. dollar. Any devaluations in the currencies in which the Funds portfolio securities are denominated may have a detrimental impact on the Funds NAV.
EQUITY SECURITIES
The Fund may invest in equity securities including common stock, preferred stock, warrants or rights to subscribe to common stock and, in general, any security that is convertible into or exchangeable for common stock. Investments in equity securities in general are subject to market risks that may cause their prices to fluctuate over time. Rights represent a privilege granted to existing shareholders of a corporation to subscribe to shares of a new issue of common stock before it is offered to the public. The value of convertible equity securities is also affected by prevailing interest rates, the credit quality of the issuer and any call provisions. Fluctuations in the value of equity securities in which the Fund invests will cause the NAV of that Fund to fluctuate.
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Common stock generally takes the form of shares in a corporation. The value of a companys stock may fall as a result of factors directly relating to that company, such as decisions made by its management or lower demand for the companys products or services. A stocks value also may fall because of factors affecting not just the company, but also companies in the same industry or in a number of different industries, such as increases in production costs. The value of a companys stock also may be affected by changes in financial markets that are relatively unrelated to the company or its industry, such as changes in interest rates or currency exchange rates. In addition, a companys stock generally pays dividends only after the company invests in its own business and makes required payments to holders of its bonds, other debt and preferred stock. For this reason, the value of a companys stock will usually react more strongly than its bonds, other debt and preferred stock to actual or perceived changes in the companys financial condition or prospects.
Investments in small companies involve greater risk than is customarily associated with larger, more established companies due to the greater business risks of small size, limited markets and financial resources, narrow product lines and the frequent lack of depth or experience of management. These companies may be in the developmental stage or may be older companies undergoing significant changes. As a result, the prices of small-cap companies may rise and fall more sharply. The securities of small companies are often traded over-the-counter, and may not be traded in volumes typical of securities traded on a national securities exchange. Consequently, the securities of small companies may have limited market stability and may be subject to more abrupt or erratic market movements than securities of larger, more established companies or the market averages in general.
Securities of companies considered to be growth investments may have rapid price swings in the event of earnings disappointments or during periods of market, political, regulatory and economic uncertainty. Securities of companies considered to be value investments can continue to be undervalued for long periods of time and not realize their expected value.
EURODOLLAR AND YANKEE BANK OBLIGATIONS
The Fund may invest in Eurodollar bank obligations and Yankee bank obligations. Eurodollar bank obligations are dollar-denominated certificates of deposit and time deposits issued outside the U.S. capital markets by foreign branches of U.S. banks and by foreign banks. Yankee bank obligations are dollar-denominated obligations issued in the U.S. capital markets by foreign banks. Eurodollar and Yankee obligations are subject to the same risks that pertain to domestic issues, notably credit risk, market risk and liquidity risk. Additionally, Eurodollar (and to a limited extent Yankee bank) obligations are subject to certain sovereign risks. One such risk is the possibility that a sovereign country might prevent capital, in the form of dollars, from freely flowing across its borders. Other risks include: adverse political and economic developments, the extent and quality of government regulation of financial markets and institutions, the imposition of foreign withholding taxes, and the expropriation or nationalization of foreign issuers.
EXCHANGE TRADED FUNDS
Exchange traded funds (ETFs) are investment companies that are bought and sold on a securities exchange. An ETF generally represents a portfolio of securities designed to track a particular market segment or index. The Fund could purchase an ETF to temporarily gain exposure to a portion of the U.S. or a foreign market while awaiting an opportunity to purchase securities directly. An investment in an ETF, like one in any investment company, carries the same risks as those of its underlying securities. An ETF may fail to accurately track the returns of the market segment or index that it is designed to track, and the price of an ETFs shares may fluctuate or lose money. In addition, because they, unlike other investment companies, are traded on an exchange, ETFs are subject to the following risks: (i) the market price of the ETFs shares may trade at a premium or discount to the ETFs NAV; (ii) an active trading market for an ETF may not develop or be maintained; and (iii) there is no assurance that the requirements of the exchange necessary to maintain the listing of the ETF will continue to be met or remain unchanged. In the event substantial market or other disruptions affecting ETFs should occur in the future, the liquidity and value of the Funds shares could also be substantially and adversely affected. See also Investment Company Securities below.
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EXCHANGE TRADED NOTES
The Fund may invest in exchange traded notes (ETNs), which are a type of unsecured, unsubordinated debt security that have characteristics and risks similar to those of fixed income securities and trade on a major exchange similar to shares of ETFs. However, this type of debt security differs from other types of bonds and notes because ETN returns are based upon the performance of a market index minus applicable fees, no period coupon payments are distributed, and no principal protections exists. The purpose of ETNs is to create a type of security that combines aspects of both bonds and ETFs. The value of an ETN may be influenced by time to maturity, level of supply and demand for the ETN, volatility and lack of liquidity in underlying commodities or securities markets, changes in the applicable interest rates, changes in the issuers credit rating and economic, legal, political or geographic events that affect the referenced commodity or security. An investors decision to sell its ETN holdings may also be limited by the availability of a secondary market. If an investor must sell some or all of its ETN holdings and the secondary market is weak, it may have to sell such holdings at a discount. If an investor holds its investment in an ETN until maturity, the issuer will give the investor a cash amount that would be equal to principal amount (subject to the days index factor). ETNs are also subject to counterparty credit risk and fixed income risk.
FIXED INCOME SECURITIES
The Fund may invest in fixed income securities. To the extent the Fund invests in fixed income securities, the value of the Funds investment may change as prevailing interest rates fluctuate. When interest rates decline, the value of fixed income securities can be expected to rise. Conversely, when interest rates rise, the value of fixed income securities can be expected to decline. The Funds investments in fixed income securities with longer terms to maturity or greater duration are subject to greater volatility than shorter-term obligations. Fluctuations in interest rates may affect the yield, liquidity and value of investments in income-producing or fixed income securities. A wide variety of factors can cause interest rates to rise (e.g., central bank monetary policies, inflation rates, general economic conditions, etc.). The risks associated with rising interest rates are heightened given that interest rates are near historic lows, but may increase in the future with unpredictable effects on the markets and a Funds investments.
Recent outflows in the fixed income market could impose difficulties on dealers because the increase over the past decade of assets in bond mutual funds and ETFs have not been matched with a proportionate increase in dealer capacity. As such, dealer inventories appear to be at an all-time low, relative to the market size. This reduction in market-making capacity by dealers has the potential to decrease liquidity and increase volatility in fixed income markets.
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Following the financial crisis in 2007, the Board of Governors of the Federal Reserve System (the Federal Reserve) has attempted to stabilize the U.S. economy and support the U.S. economic recovery by keeping the federal funds rate at or near zero percent. The Federal Reserve has further regulated interest rates and the monetary bases by purchasing large quantities of securities issued or guaranteed by the U.S. government, its agencies or instrumentalities on the open market (Quantitative Easing). While the Federal Reserve finalized its Quantitative Easing Program towards the end of October 2014, the central bank has continued to keep interest rates low. The Federal Reserve has recently raised the federal funds rate. As the Federal Reserve continues to raise the federal funds rate, there will be a risk that interest rates across the U.S. financial system will rise. These policy changes may expose debt instrument and related markets to heightened volatility and may reduce liquidity for certain Fund investments, which could cause the value of the Funds investments and share price to decline. To the extent the Fund experiences high redemptions because of these policy changes, the Fund may experience increased portfolio turnover, which will increase the costs that the Fund incurs and may lower the Funds performance. The liquidity levels of the Funds portfolio may also be affected.
After purchase by the Fund, a security may cease to be rated or its rating may be reduced below the minimum required for purchase by the Fund. A security that has had its rating downgraded or revoked may be subject to greater risk to principal and income, and often involve greater volatility of price, than securities in the higher rating categories. Such securities are also subject to greater credit risks (including, without limitation, the possibility of default by or bankruptcy of the issuers of such securities) than securities in higher rating categories.
FLOATING AND VARIABLE RATE OBLIGATIONS
Certain fixed income securities that the Fund may purchase may have a floating or variable rate of interest. The interest payable on instruments with floating or variable rates of interest changes in accordance with specified market rates or indices, such as the prime rates, and at specified intervals. Certain floating or variable rate obligations that may be purchased by the Fund may carry a demand feature that would permit the holder to tender them back to the issuer of the underlying instrument, or to a third party, at par value prior to maturity. The demand features of certain floating or variable rate obligations may permit the holder to tender the obligations to foreign banks, in which case the ability to receive payment under the demand feature will be subject to certain risks, as described under Foreign Securities, below.
Variable or floating rate demand notes may be issued by corporations, bank holding companies and financial institutions and similar taxable and tax-exempt instruments issued by government agencies and instrumentalities. These securities will typically have a maturity over one year but carry with them the right of the holder to put the securities to a remarketing agent or other entity at designated time intervals and on specified notice. The obligation of the issuer of the put to repurchase the securities may be backed by a letter of credit or other obligation issued by a financial institution. The purchase price is ordinarily par plus accrued and unpaid interest. Generally, the remarketing agent will adjust the interest rate every seven days (or-at other specified intervals) in order to maintain the interest rate at the prevailing rate for securities with a seven-day or other designated maturity.
The Fund may also buy variable rate master demand notes. The terms of the obligations permit the Fund to invest fluctuating amounts at varying rates of interest pursuant to direct arrangements between the Fund, as lender, and the borrower. These instruments permit weekly and, in some instances, daily changes in the amounts borrowed. The Fund has the right to increase the amount under the note at any time up to the full amount provided by the note agreement, or to decrease the amount and the borrower may repay up to the full amount of the note without penalty. The notes may or may not be backed by bank letters of credit. Because the notes are direct lending arrangements between the Fund and the borrower, it is not generally contemplated that they will be traded, and there is no secondary market for them, although they are redeemable (and, thus, immediately repayable by the borrower) at principal amount, plus accrued interest, at any time. In connection with any such purchase and on an ongoing basis, the Adviser will consider the earning power, cash flow and other liquidity ratios of the issuer, and its ability to pay principal and interest on demand, including a situation in which all holders of such notes make demand simultaneously. While master demand notes, as such, are not typically rated by credit rating agencies, the Fund may, under its minimum rating standards, invest in them only if, at the time of an investment, the issuer meets the criteria for the relevant Funds investment in money market instruments.
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Investments in floating or variable rate securities may involve industrial development or revenue bonds which provide that the rate of interest is set as a specific percentage of a designated base rate, such as rates on U.S. Treasury bonds or bills or the prime rate at a major commercial bank, and that a bondholder can demand payment of the obligations on short notice at par plus accrued interest. While there is usually no established secondary market for issues of this type of security, the dealer that sells an issue of such securities frequently also offers to repurchase such securities at any time, at a repurchase price which varies and may be more or less than the amount the bondholder paid for them.
Because of the variable rate nature of the instruments, during periods when prevailing interest rates decline, the Funds yield will decline and its shareholders will forgo the opportunity for capital appreciation. On the other hand, during periods when prevailing interest rates increase, the Funds yield will increase and its shareholders will have reduced risk of capital depreciation. In certain cases, the interest rate index on which an instruments yield is based may not rise and fall to the same extent or as quickly as the general market for municipal obligations. These instruments are considered derivatives and the value of such instruments may be more volatile than other floating rate municipal obligations.
The maturity of floating or variable rate obligations (including participation interests therein) is deemed to be the longer of (i) the notice period required before the Fund is entitled to receive payment of the obligation upon demand, or (ii) the period remaining until the obligations next interest rate adjustment. If not redeemed for the Fund through the demand feature, an obligation matures on a specified date that may range up to 30 years from the date of issuance.
FOREIGN CURRENCY EXCHANGE-RELATED SECURITIES
The Fund may invest in foreign currency exchange-related securities.
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Foreign Currency Warrants. Foreign currency warrants, such as Currency Exchange Warrants (SM) (CEWs(SM)), are warrants which entitle the holder to receive from their issuer an amount of cash (generally, for warrants issued in the United States, in U.S. dollars) which is calculated pursuant to a predetermined formula and based on the exchange rate between a specified foreign currency and the U.S. dollar as of the exercise date of the warrant. Foreign currency warrants generally are exercisable upon their issuance and expire as of a specified date and time. Foreign currency warrants have been issued in connection with U.S. dollar-denominated debt offerings by major corporate issuers in an attempt to reduce the foreign currency exchange risk that, from the point of view of prospective purchasers of the securities, is inherent in the international fixed income marketplace. Foreign currency warrants may attempt to reduce the foreign exchange risk assumed by purchasers of a security by, for example, providing for a supplemental payment in the event that the U.S. dollar depreciates against the value of a major foreign currency such as the Japanese yen or the Euro. The formula used to determine the amount payable upon exercise of a foreign currency warrant may make the warrant worthless unless the applicable foreign currency exchange rate moves in a particular direction (e.g., unless the U.S. dollar appreciates or depreciates against the particular foreign currency to which the warrant is linked or indexed). Foreign currency warrants are severable from the debt obligations with which they may be offered and may be listed on exchanges. Foreign currency warrants may be exercisable only in certain minimum amounts, and an investor wishing to exercise warrants who possesses less than the minimum number required for exercise may be required to either sell the warrants or to purchase additional warrants, thereby incurring additional transaction costs. In the case of any exercise of warrants, there may be a time delay between the time a holder of warrants gives instructions to exercise and the time the exchange rate relating to exercise is determined, during which time the exchange rate could change significantly, thereby affecting both the market and cash settlement values of the warrants being exercised. The expiration date of the warrants may be accelerated if the warrants should be delisted from an exchange or if their trading should be suspended permanently, which would result in the loss of any remaining time value of the warrants (i.e., the difference between the current market value and the exercise value of the warrants) and, in the case the warrants were out-of-the-money, in a total loss of the purchase price of the warrants. Warrants are generally unaccrued obligations of their issuers and are not standardized foreign currency options issued by the Options Clearing Corporation (the OCC). Unlike foreign currency options issued by the OCC, the terms of foreign exchange warrants generally will not be amended in the event of governmental or regulatory actions affecting exchange rates or in the event of the imposition of other regulatory controls affecting the international currency markets. The initial public offering price of foreign currency warrants is generally considerably in excess of the price that a commercial user of foreign currencies might pay in the interbank market for a comparable option involving significantly larger amounts of foreign currencies. Foreign currency warrants are subject to complex political or economic factors.
Principal Exchange Rate Linked Securities. Principal exchange rate linked securities (PERLs(SM)) are debt obligations the principal on which is payable at maturity in an amount that may vary based on the exchange rate between the U.S. dollar and a particular foreign currency at or about that time. The return on standard PERLs is enhanced if the foreign currency to which the security is linked appreciates against the U.S. dollar, and is adversely affected by increases in the foreign exchange value of the U.S. dollar; reverse PERLs are like the standard securities, except that their return is enhanced by increases in the value of the U.S. dollar and adversely impacted by increases in the value of foreign currency. Interest payments on the securities are generally made in U.S. dollars at rates that reflect the degree of foreign currency risk assumed or given up by the purchaser of the notes (i.e., at relatively higher interest rates if the purchaser has assumed some of the foreign exchange risk, or relatively lower interest rates if the issuer has assumed some of the foreign exchange risk, based on the expectations of the current market). PERLs may in limited cases be subject to acceleration of maturity (generally, not without the consent of the holders of the securities), which may have an adverse impact on the value of the principal payment to be made at maturity.
Performance Indexed Paper. Performance indexed paper (PIPs(SM)) is U.S. dollar-denominated commercial paper the yield of which is linked to certain foreign exchange rate movements. The yield to the investor on PIPs is established at maturity as a function of the spot exchange rates between the U.S. dollar and a designated currency as of or about that time (generally, the index maturity two days prior to maturity). The yield to the investor will be within a range stipulated at the time of purchase of the obligation, generally with a guaranteed minimum rate of return that is below, and a potential maximum rate of return that is above, market yields on U.S. dollar-denominated commercial paper, with both the minimum and maximum rates of return on the investment corresponding to the minimum and maximum values of the spot exchange rate two business days prior to maturity.
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FOREIGN SECURITIES
The Fund may invest in foreign securities. Investing in securities issued by companies whose principal business activities are outside the United States may involve significant risks not present in domestic investments. For example, there is generally less publicly available information about foreign companies, particularly those not subject to the disclosure and reporting requirements of the U.S. securities laws. Foreign issuers are generally not bound by uniform accounting, auditing, and financial reporting requirements and standards of practice comparable to those applicable to domestic issuers. Foreign securities, including those of emerging and frontier market issuers, are subject to additional risks, including international trade, social, political and regulatory risks. Investments in foreign securities also involve the risk of possible adverse changes in investment or exchange control regulations, expropriation or confiscatory taxation, other taxes imposed by the foreign country on the Funds earnings, assets, or transactions, limitation on the removal of cash or other assets of the Fund, political or financial instability, the imposition of economic sanctions, or diplomatic and other developments which could affect such investments. Further, economies of particular countries or areas of the world may differ favorably or unfavorably from the economy of the United States. Changes in foreign exchange rates will affect the value of securities denominated or quoted in currencies other than the U.S. dollar. The currency in which the Funds assets are denominated may be devalued against the U.S. dollar, resulting in a loss to the Fund. Foreign securities often trade with less frequency and volume than domestic securities and therefore may exhibit greater price volatility. Furthermore, dividends or interest on, or proceeds from the sale of, foreign securities may be subject to foreign withholding taxes, and special U.S. tax considerations may apply. Additional costs associated with an investment in foreign securities may include higher custodial fees than those that apply to domestic custodial arrangements, and transaction costs of foreign currency conversions. Legal remedies available to investors in certain foreign countries may be more limited than those available with respect to investments in the United States or in other foreign countries.
Euro-Related Risks. In the past, economic crises have brought several small economies in Europe to the brink of bankruptcy and many other economies into recession and weakened the banking and financial sectors of many European countries. In addition, due to large public deficits, some European countries may be dependent on assistance from other European governments and institutions or multilateral agencies and offices. Assistance may be dependent on a countrys implementation of reforms or reaching a certain level of performance. Failure to reach those objectives or an insufficient level of assistance could result in a deep economic downturn that could significantly affect the value of the Funds European investments. The Economic and Monetary Union of the European Union (EMU) is comprised of the European Union members that have adopted the euro currency. By adopting the euro as its currency, a member state relinquishes control of its own monetary policies. As a result, European countries are significantly affected by fiscal and monetary controls implemented by the EMU. The euro currency may not fully reflect the strengths and weaknesses of the various economies that comprise the EMU and Europe generally. It is possible that EMU member countries could abandon the euro and return to a national currency and/or that the euro will cease to exist as a single currency in its current form. The effects of such an abandonment or a countrys forced expulsion from the euro on that country, the rest of the EMU, and global markets are impossible to predict, but are likely to be negative.
In a June 2016 referendum, citizens of the United Kingdom voted to leave the EU. It is expected that the United Kingdom will formally withdraw from the EU (commonly known as Brexit), a process that may take up to two years once formally initiated. During this period and beyond, the impact on the United Kingdom and European economies and the broader global economy could be significant and could, among other outcomes, result in increased volatility and illiquidity, potentially lower economic growth and decreased asset valuations. Brexit may have a negative impact on the economy and currency of the United Kingdom as a result of anticipated or actual changes to the United Kingdoms economic and political relations with the EU. Brexit may also have a destabilizing impact on the EU to the extent other member states similarly seek to withdraw from the union. Any further exits from the EU, or the possibility of such exits, would likely cause additional market disruption globally and introduce new legal and regulatory uncertainties. Any or all of these challenges may affect the value of the Funds investments economically tied to the United Kingdom or the EU.
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Asia-Related Risks. Many Asian countries are considered emerging or frontier markets, and these markets can be less economically and politically stable than developed markets such as the United States. The Asian region may be adversely affected by social, political, economic and regulatory developments, including long-running border and diplomatic disputes with neighboring countries or the international community. For example, the Asian region, and particularly China and South Korea, may be adversely affected by the social, political, economic and regulatory developments in North Korea and its relationship to the international community, including the United States. In addition, Chinas long-running conflict over Taiwan, border disputes with many of its neighbors, including Vietnam and Japan, and historically challenging relations with Japan could adversely impact economies in the region. Other potential sources of unrest include nuclear arms threats between India and Pakistan and separatist, ethnic and sectarian violence occurring in Indonesia. Such unrest would likely have a negative impact on the economies and securities markets in this region. Moreover, the Asian region has historically been prone to natural disasters, which have in the past, and may continue to, negatively impact the economy of a country in the Asian region.
The economies of many Asian countries differ from the economies of more developed countries in numerous respects, such as, financial system stability, rate of growth, inflation, capital reinvestment, resource self-sufficiency, the national balance of payments, and sensitivity to global trade. Some Asian countries are highly dependent upon and may be affected by developments in other Asian countries, the United States and Europe as a result of their dependency on international trade. Changes in diplomatic relations, trade barriers or global export flows may have a significant impact on a particular Asian country or on the region as a whole.
There may be less publicly available information about companies in many Asian countries. In addition, some Asian convertible securities are not rated by rating agencies like S&P, Moodys, or Fitch; or if they unrated, they may be rated below investment grade (referred to as junk bonds, which are typically speculative securities, and include unrated securities, regardless of quality), which may have a greater risk of default.
Moreover, the stock exchanges and financial and securities industries in many Asian countries do not generally have the level of government and regulatory oversight as in the United States or Europe. Financial intermediaries in countries in this region may not operate or perform as well as their counterparts in more developed securities capital markets. The auditing and reporting standards in some Asian emerging market countries also may not yield the same degree of shareholder protection or information to investors as those of developed countries. Specifically, the valuation of assets, depreciation, exchange differences, deferred taxation, contingent liability and consolidation may be treated differently in Asian countries than under the auditing and reporting standards that exist in more developed countries. The legal systems in many Asian countries are also still developing, and therefore make it more difficult to obtain or enforce a judgment.
The securities markets of many Asian countries are also significantly smaller, less liquid and more volatile than securities markets in the United States and Europe. Certain countries in this region are also undergoing a period of growth and change, which could lead to trading volatility and may impose difficulties regarding the operations, settlement and recording of securities transactions. Certain markets in these countries may also require significant withholding of dividends paid on portfolio securities and on realized capital gains, and there can be no assurance that repatriation of a Funds income, gains or initial capital from these countries will necessarily occur.
GLOBAL FINANCIAL MARKETS
Global economies and financial markets are becoming increasingly interconnected. Social, political and economic conditions (including recent instability and volatility) and events (including armed conflict and natural disasters) in one country, region or financial market, including a country, region, or market in which the Fund has not invested, may adversely impact issuers in a different country, region or financial market, including a country, region, or market in which the Fund has not invested. As a result, issuers of securities held by the Fund may experience significant declines in the value of its assets and even cease operations. Such conditions and/or events may not have the same impact on all types of securities and may expose the Fund to greater market or liquidity risk or cause difficulty in valuing portfolio instruments held by the Fund. This could cause the Fund to underperform other types of investments.
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The severity or duration of such conditions and/or events may be affected by policy changes made by governments or quasi-governmental organizations. Instability in the financial markets has led governments across the globe to take a number of unprecedented actions designed to support the financial markets. Future government regulation and/or intervention may also change the way in which the Fund is regulated and could limit or preclude the Funds ability to achieve its investment objective. For example, one or more countries that have adopted the euro may abandon that currency and/or withdraw from the European Union, which could disrupt global markets and affect the liquidity and value of the Funds investments, regardless of whether the Fund has significant exposure to European markets. The risk of investing in Europe may be heightened due to the recent referendum in which the United Kingdom voted to exit the European Union. In addition, countries in the Asian region may be adversely affected by social, political, economic and regulatory developments, including long-running border and diplomatic disputes with neighboring countries or the international community, that could adversely impact economies within individual Asian countries or the Asian region or the global market as a whole. Moreover, governments or their agencies may acquire distressed assets from financial institutions and may acquire ownership interests in those institutions, which may affect the Funds investments in ways that are unforeseeable.
In addition, in the United States, total public debt as a percentage of gross domestic product has grown rapidly since the beginning of the financial downturn. High levels of national debt may raise concerns that the U.S. government will be unable to pay investors at maturity, may cause declines in currency valuations and may prevent the U.S. government from implementing effective fiscal policy. In 2011, Standard & Poors lowered its long-term sovereign credit rating on the United States, which may affect the market price and yields of certain U.S. Government securities.
Export-driven economies, including the economies of a number of Asian countries, may be adversely affected by the U.S. and other large economies, with which they do business.
HIGH YIELD/HIGH RISK SECURITIES
The Fund may invest in high yield/high risk securities. Securities rated lower than Baa by Moodys Investor Service (Moodys), or lower than BBB by Standard & Poors Rating Services (S&P), are referred to as non-investment grade, high yield or junk bonds. In general, the market for lower rated, high-yield bonds is more limited than the market for higher rated bonds, and because their markets may be thinner and less active, the market prices of lower rated, high-yield bonds may fluctuate more than the prices of higher rated bonds, particularly in times of market stress. In addition, while the market for high-yield, corporate debt securities has been in existence for many years, the market in recent years experienced a dramatic increase in the large-scale use of such securities to fund highly leveraged corporate acquisitions and restructurings. Accordingly, past experience may not provide an accurate indication of future performance of the high-yield bond market, especially during periods of economic recession. Other risks that may be associated with lower rated, high-yield bonds include their relative insensitivity to interest-rate changes; the exercise of any of their redemption or call provisions in a declining market which may result in their replacement by lower yielding bonds; and legislation, from time to time, which may adversely affect their market. A description of the ratings used herein and in the Prospectus is set forth in Appendix A to this SAI.
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Investing in high yield securities involves special risks in addition to the risks associated with investments in fixed income securities generally. High yield securities may be regarded as predominately speculative with respect to the issuers continuing ability to meet principal and interest payments. Analysis of the creditworthiness of issuers of high yield securities may be more complex than for issuers of higher quality debt securities, and the ability of the Fund to achieve its investment objective may, to the extent of its investments in high yield securities, be more dependent upon such creditworthiness analysis than would be the case if the Fund was investing in higher quality securities.
High yield securities may be more susceptible to real or perceived adverse economic and competitive industry conditions than higher grade securities. The prices of high yield securities have been found to be less sensitive to interest rate changes than more highly rated investments, but more sensitive to adverse economic downturns or individual corporate developments. A projection of an economic downturn or of a period of rising interest rates, for example, could cause a decline in high yield security prices because the advent of a recession could lessen the ability of a highly leveraged company to make principal and interest payments on its debt securities. If the issuer of high yield securities defaults, the Fund may incur additional expenses to seek recovery. In the case of high yield securities structured as zero coupon or payment-in-kind securities, the market prices of such securities are affected to a greater extent by interest rate changes and, therefore, tend to be more volatile than securities that pay interest periodically and in cash. The secondary markets on which high yield securities are traded may be less liquid than the market for higher grade securities. Less liquidity in the secondary trading markets could adversely affect and cause large fluctuations in the daily NAV of the Fund. Adverse publicity and investor perceptions, whether or not based on fundamental analysis, may decrease the values and liquidity of high yield securities, especially in a thinly traded market. The adoption of new legislation could adversely affect the secondary market for high yield securities and the financial condition of issuers of these securities. The form of any future legislation, and the probability of such legislation being enacted, is uncertain.
The use of credit ratings as the sole method of evaluating high yield securities can involve certain risks. For example, credit ratings evaluate the safety of principal and interest payments, not the market value risk of high yield securities. Also, credit rating agencies may fail to change credit ratings in a timely fashion to reflect events since the security was last rated.
ILLIQUID INVESTMENTS, RULE 144A SECURITIES, AND SECTION 4(a)(2) SECURITIES
The Fund may invest up to 15% of its net assets in securities that are illiquid by virtue of the absence of a readily available market, or because of legal or contractual restrictions on resale. This policy does not limit the acquisition of securities eligible for resale to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (1933 Act) or commercial paper issued pursuant to Section 4(a)(2) under the 1933 Act that are determined to be liquid in accordance with guidelines established by the Trusts Board of Trustees. There may be delays in selling these securities and sales may be made at less favorable prices.
The Adviser may determine that a particular Rule 144A or Section 4(a)(2) security is liquid and thus not subject to the Funds limits on investment in illiquid securities, pursuant to guidelines adopted by the Board of Trustees. Factors that the Adviser must consider in determining whether a particular Rule 144A security is liquid include the frequency of trades and quotes for the security, the number of dealers willing to purchase or sell the security and the number of other potential purchasers, dealer undertakings to make a market in the security, and the nature of the security and the nature of the market for the security (i.e., the time needed to dispose of the security, the method of soliciting offers and the mechanics of transfer). Investing in Rule 144A securities could have the effect of increasing the level of the Funds illiquidity to the extent that qualified institutions might become, for a time, uninterested in purchasing these securities.
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INVERSE FLOATING RATE OBLIGATIONS
The Fund may invest in inverse floating rate obligations (inverse floaters). Inverse floaters have coupon rates that vary inversely at a multiple of a designated floating rate, such as LIBOR (London InterBank Offered Rate). Any rise in the reference rate of an inverse floater (as a consequence of an increase in interest rates) causes a drop in the coupon rate while any drop in the reference rate of an inverse floater causes an increase in the coupon rate. In addition, like most other fixed income securities, the value of inverse floaters will generally decrease as interest rates increase. Inverse floaters may exhibit substantially greater price volatility than fixed rate obligations having similar credit quality, redemption provisions and maturity, and inverse floater Collateralized Mortgage Obligations (CMOs) exhibit greater price volatility than the majority of mortgage pass-through securities or CMOs. In addition, some inverse floater CMOs exhibit extreme sensitivity to changes in prepayments. As a result, the yield to maturity of an inverse floater CMO is sensitive not only to changes in interest rates, but also to changes in prepayment rates on the related underlying mortgage assets.
INVESTMENT COMPANY SECURITIES
Investments in the securities of other investment companies may involve duplication of advisory fees and certain other expenses. By investing in another investment company, an investor becomes a shareholder of that investment company. As a result, the Funds shareholders indirectly will bear the underlying funds proportionate share of the fees and expenses paid by shareholders of the other investment company, in addition to the fees and expenses the Funds shareholders directly bear in connection with the Funds own operations. The Funds investment in the securities of other investment companies may be particularly significant following its launch or in situations where the Fund is unable to access a particular country or market.
Generally, under the 1940 Act and related rules, the Fund may purchase an unlimited amount of shares of an affiliated fund or a money market fund. The Fund may also purchase shares of an unaffiliated fund as long as: (i) the Fund doesnt invest more than 5% of its total assets in the securities of any one investment company (ETF or other mutual funds); (ii) the Fund doesnt own more than 3% of the outstanding voting stock of any one investment company; or (iii) the Fund doesnt invest more than 10% of its total assets in the securities of other investment companies. The Fund may exceed the limits if (i) the unaffiliated fund or the Fund has received an order for exemptive relief from the 3% limitation from the SEC that is applicable to the Fund; and (ii) the unaffiliated fund and the Fund take appropriate steps to comply with any conditions in such order. In the alternative, the Fund may exceed the 5% limitation and the 10% limitation, provided the aggregate sales loads any investor pays (i.e., the combined distribution expenses of both the acquiring fund and the acquired funds) does not exceed the limits on sales loads established by FINRA for funds of funds.
The Trust may, in the future, seek to achieve the investment objective of the Fund by investing all of its assets in an open-end management investment company having substantially the same investment objective, policies and restrictions as the Fund (i.e., under a master/feeder arrangement). In such event, the investment advisory contracts for the Fund would be terminated. Such change would be made only if the Trustees of the Trust believe that the aggregate per share expenses of the Fund and such other investment company will be less than or approximately equal to the expenses which the Fund would incur if the Trust was to continue to retain the services of an investment adviser for the Fund and the assets of the Fund was to continue to be invested directly in portfolio securities.
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Investments in securities issued by other investment companies present the following risks:
Allocation Risk: The risk that the Advisers target asset and sector allocations and changes in target asset and sector allocations cause the Fund to underperform other similar funds or cause you to lose money, and that the Fund may not achieve its target asset and sector allocations.
Underlying Fund Selection Risk: The risk that the Fund may invest in underlying funds that underperform other similar funds or the markets more generally, due to poor investment decisions by the investment adviser(s) for the underlying funds or otherwise.
MONEY MARKET SECURITIES
The Funds investments in money market instruments will consist of: (i) short-term obligations of the U.S. Government, its agencies and instrumentalities; (ii) other short-term debt securities rated A or higher by Moodys or S&P or, if unrated, of comparable quality in the opinion of the Adviser ; (iii) commercial paper, including master demand notes; (iv) bank obligations, including certificates of deposit, bankers acceptances and time deposits; (v) repurchase agreements; and (vi) shares of money market funds, which may include the Government Money Market Fund. Securities issued or guaranteed as to principal and interest by the U.S. Government include a variety of Treasury securities, which differ in their interest rates, maturities and dates of issue. Securities issued or guaranteed by agencies or instrumentalities of the U.S. Government may or may not be supported by the full faith and credit of the United States or by the right of the issuer to borrow from the Treasury.
Considerations of liquidity and preservation of capital mean that the Fund may not necessarily invest in money market instruments paying the highest available yield at a particular time.
OPERATIONAL RISK
The Funds investments or its service providers may be negatively impacted due to operational risks arising from factors such as processing errors and human errors, inadequate or failed internal or external processes, failures in systems and technology, changes in personnel, and errors caused by third-party service providers or trading counterparties. The use of certain investment strategies that involve manual or additional processing, such as over-the-counter derivatives, increases these risks. Although the Fund attempts to minimize such failures through controls and oversight, it is not possible to identify all of the operational risks that may affect the Fund or to develop processes and controls that completely eliminate or mitigate the occurrence of such failures. The Fund and its shareholders could be negatively impacted as a result.
In addition, the Fund relies on various sources to calculate its NAV. Therefore, the Fund is subject to certain operational risks associated with reliance on third party service providers and data sources. NAV calculation may be impacted by operational risks arising from factors such as failures in systems and technology. Such failures may result in delays in the calculation of the Funds NAV and/or the inability to calculate NAV over extended time periods. The Fund may be unable to recover any losses associated with such failures.
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OTHER DEPOSITARY RECEIPTS (CDRS, EDRS, GDRS)
The Fund may invest in securities that trade in the form of depositary receipts. European Depositary Receipts (EDRs), which are sometimes referred to as Continental Depositary Receipts (CDRs), are receipts issued in Europe typically by non-United States banks and trust companies that evidence ownership of either foreign or domestic securities. Global Depositary Receipts (GDRs) are issued globally and evidence a similar ownership arrangement. Generally, ADRs in registered form are designed for use in the United States securities markets and EDRs and CDRs in bearer form are designed for use in Europe and GDRs are designed for trading in non-U.S. securities markets. The Fund may invest in EDRs, CDRs and GDRs through sponsored or unsponsored facilities. A sponsored facility is established jointly by the issuer of the underlying security and a depositary, whereas a depositary may establish an unsponsored facility without participation by the issuer of the deposited security. Holders of unsponsored depositary receipts generally bear all the costs of such facilities and the depositary of an unsponsored facility frequently is under no obligation to distribute shareholder communications received from the issuer of the deposited security or to pass through voting rights to holders of such receipts in respect of the deposited securities.
There are certain risks associated with investments in unsponsored depositary programs. Because the non-U.S. company does not actively participate in the creation of the depositary program, the underlying agreement for service and payment will be between the depositary and the shareholder. The company issuing the stock underlying the depositary receipts pays nothing to establish the unsponsored facility, as fees for depositary receipt issuance and cancellation are paid by brokers. Investors directly bear the expenses associated with certificate transfer, custody and dividend payment. In an unsponsored depositary program, there also may be several depositaries with no defined legal obligations to the non-U.S. company. The duplicate depositaries may lead to marketplace confusion because there would be no central source of information to buyers, sellers and intermediaries. The efficiency of centralization gained in a sponsored program can greatly reduce the delays in delivery of dividends and annual reports.
Although depositary receipts have risks similar to the securities that they represent, they may also involve higher expenses and may trade at a discount (or premium) to the underlying security. In addition, depositary receipts may not pass-through voting and other shareholder rights, and may be less liquid than the underlying securities listed on an exchange. In addition, with respect to all depositary receipts, there is always the risk of loss due to currency fluctuations.
PARTICIPATION NOTES, PARTICIPATORY, UNITARY AND OTHER STRUCTURES NOTES
The Fund may invest in participation notes, participatory notes, unitary and other similar structured notes (Notes). The Notes are participation interest notes that are issued by banks or broker-dealers and are designed to offer a return linked to a particular underlying equity, debt, currency or market (among other reference assets). If the Notes are held to maturity, the issuer would pay to, or receive from, the purchaser the difference between the nominal value of the underlying instrument at the time of purchase and that instruments value at maturity. The holder of a Note that is linked to a particular underlying security or instrument is usually entitled to receive any dividends paid in connection with that underlying security or instrument, but typically does not receive voting rights as it would if it directly owned the underlying security or instrument. Notes involve transaction costs and are typically used when the Fund is precluded from buying the underlying security by foreign market rules or other reasons. Investments in Notes involve the same risks associated with a direct investment in the underlying securities, instruments or markets that they seek to replicate. In addition, there can be no assurance that there will be a trading market for a Note or that the trading price of a Note will equal the underlying value of the security, instrument or market that it seeks to replicate. Due to liquidity and transfer restrictions, the secondary markets on which a Note is traded may be less liquid than the market for other securities, or may be completely illiquid, which may also affect the ability of a fund to accurately value a Note. Notes typically constitute general unsecured contractual obligations of the banks or broker-dealers that issue them, which subjects the Fund that holds them to counterparty risk of the issuing bank of broker-dealer (or any guarantor) and this risk may be amplified if the Fund purchases Notes from only a small number of banks or broker-dealers. A Note may be indexed positively or negatively and, therefore, the appreciation of the underlying value of the security, instrument or market that it seeks to replicate can produce an increase or decrease in the principal and/or interest payments. Moreover, the rate of return on a Note can be determined by applying a multiplier to the performance of the underlying value of the security, instrument or market that it seeks to replicate (i.e., leveraged), which could magnify the possibility of gain and the risk of loss.
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REPURCHASE AGREEMENTS
The Fund may invest in repurchase agreements collateralized by U.S. Government securities, certificates of deposit and certain bankers acceptances. Repurchase agreements are transactions by which the Fund purchases a security and simultaneously commits to resell that security to the seller (a bank or securities dealer) at an agreed upon price on an agreed upon date (usually within seven days of purchase). The resale price reflects the purchase price plus an agreed upon market rate of interest which is unrelated to the coupon rate or date of maturity of the purchased security. Repurchase agreements involve certain risks not associated with direct investments in the underlying securities. In the event of a default or bankruptcy by the seller, the Fund will seek to liquidate such collateral. The exercise of the Funds right to liquidate such collateral could involve certain costs or delays and, to the extent that proceeds from any sale upon a default of the obligation to repurchase were less than the repurchase price, the Fund could suffer a loss. Repurchase agreements are considered to be loans by an investment company under the 1940 Act.
The use of repurchase agreements involves certain risks. For example, if the seller of the agreements defaults on its obligation to repurchase the underlying securities at a time when the value of these securities has declined, the Fund may incur a loss upon disposition of them. If the seller of the agreement becomes insolvent and subject to liquidation or reorganization under the Bankruptcy Code or other laws, a bankruptcy court may determine that the underlying securities are collateral not within the control of the Fund and therefore subject to sale by the trustee in bankruptcy. Finally, it is possible that the Fund may not be able to substantiate its interest in the underlying securities. While the management of the Trust acknowledges these risks, they will attempt to control such risks through stringent security selection criteria and careful monitoring procedures.
SHORT SALES
The Fund may make short sales of securities as part of its overall portfolio management strategies involving the use of derivative instruments and to offset potential declines in long positions in similar securities. A short sale is a transaction in which the Fund sells a security it does not own in anticipation that the market price of that security will decline.
When the Fund makes a short sale, it will often borrow the security sold short and deliver it to the broker-dealer through which it made the short sale as collateral for its obligation to deliver the security upon conclusion of the sale. In connection with short sales of securities, the Fund may pay a fee to borrow securities or maintain an arrangement with a broker to borrow securities, and is often obligated to pay over any accrued interest and dividends on such borrowed securities.
If the price of the security sold short increases between the time of the short sale and the time that the Fund replaces the borrowed security, the Fund will incur a loss; conversely, if the price declines, the Fund will realize a capital gain. Any gain will be decreased, and any loss increased, by the transaction costs described above. The successful use of short selling may be adversely affected by imperfect correlation between movements in the price of the security sold short and the securities being hedged.
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To the extent that the Fund engages in short sales, it will provide collateral to the broker-dealer and (except in the case of short sales against the box) will maintain additional asset coverage in the form of segregated or earmarked assets that the Adviser determines to be liquid in accordance with procedures established by the Board of Trustees and that is equal to the current market value of the securities sold short, or will ensure that such positions are covered by offsetting positions, until the Fund replaces the borrowed security. A short sale is against the box to the extent that the Fund contemporaneously owns, or has the right to obtain at no added cost, securities identical to those sold short. The Fund will engage in short selling to the extent permitted by the federal securities laws and rules and interpretations thereunder. To the extent the Fund engages in short selling in foreign (non-U.S.) jurisdictions, the Fund will do so to the extent permitted by the laws and regulations of such jurisdiction.
SHORT-TERM TRADING
The Fund may engage in short-term trading. Although the Fund will not make a practice of short-term trading, purchases and sales of securities will be made whenever necessary or desirable in the managements view to achieve the investment objective of the Fund. A change in the securities held by the Fund is known as portfolio turnover. Management does not expect that in pursuing the Funds investment objective unusual portfolio turnover will be required and intends to keep turnover to a minimum consistent with the Funds investment objective. The trading costs and tax effects associated with portfolio turnover may adversely affect the Funds performance. The management believes unsettled market economic conditions during certain periods require greater portfolio turnover in pursuing the Funds investment objectives than would otherwise be the case. A higher incidence of portfolio turnover will result in greater transaction costs to the Fund.
SOVEREIGN AND SUPRANATIONAL DEBT OBLIGATIONS
The Fund may invest in sovereign and supranational debt obligations. Debt instruments issued or guaranteed by foreign governments, agencies, and supranational (sovereign debt obligations), especially sovereign debt obligations of developing countries, may involve a high degree of risk, and may be in default or present the risk of default. The issuer of the obligation or the governmental authorities that control the repayment of the debt may be unable or unwilling to repay principal and interest when due, and may require renegotiation or rescheduling of debt payments. In addition, prospects for repayment of principal and interest may depend on political as well as economic factors. The total public debt of governments as a percentage of gross domestic product has grown rapidly since the beginning of the 2008 financial downturn. Although high levels of debt do not necessarily indicate or cause economic problems, high levels of debt may create certain systemic risks if sound debt management practices are not implemented. A high national debt level may increase market pressures to meet government funding needs, which may increase borrowing costs and cause a government to issue additional debt, thereby increasing the risk of refinancing. A high national debt also raises concerns that a government may be unable or unwilling to repay the principal or interest on its debt. Unsustainable debt levels can decline the valuation of currencies, and can prevent a government from implementing effective counter-cyclical fiscal policy during economic downturns.
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U.S. GOVERNMENT SECURITIES
The Fund may invest in U.S. Government securities to the extent set forth in the Prospectus and this SAI. U.S. Government securities include bills, notes, and bonds issued by the U.S. Treasury and securities issued or guaranteed by agencies or instrumentalities of the U.S. Government.
Some U.S. Government securities are supported by the direct full faith and credit pledge of the U.S. Government; others are supported by the right of the issuer to borrow from the U.S. Treasury; others, such as securities issued by the FNMA, are supported by the discretionary authority of the U.S. Government to purchase the agencies obligations; and others are supported only by the credit of the issuing or guaranteeing instrumentality. There is no assurance that the U.S. Government will be able or willing to repay any principal or interest when due or will provide financial support to a U.S. Government agency, authority, instrumentality or sponsored enterprise when it is not obligated by law to do so.
WARRANTS
A warrant is an instrument issued by a corporation that gives the holder the right to subscribe to a specific amount of the corporations capital stock at a set price for a specified period of time. Warrants do not represent ownership of the securities, but only the right to buy the securities. The prices of warrants do not necessarily move parallel to the prices of underlying securities. Warrants may be considered speculative in that they have no voting rights, pay no dividends, and have no rights with respect to the assets of a corporation issuing them. Once a warrant expires, it has no value in the market. Warrant positions will not be used to increase the leverage of the Fund. Consequently, warrant positions are generally accompanied by cash positions equivalent to the required exercise amount.
WHEN-ISSUED AND DELAYED-DELIVERY SECURITIES
The Fund may purchase or sell securities on a when-issued or delayed-delivery basis. For example, delivery of and payment for these securities can take place a month or more after the date of the transaction. The when-issued securities are subject to market fluctuation and no interest accrues to the purchaser during this period. The payment obligation and the interest rate that will be received on the securities are each fixed at the time the purchaser enters into the commitment. Purchasing on a when-issued basis is a form of leveraging and can involve a risk that the yields available in the market when the delivery takes place may actually be higher than those obtained in the transaction itself in which case there could be an unrealized loss at the time of delivery. If the other party to a when-issued transaction fails to deliver or pay for the security, the Fund could miss a favorable price or yield opportunity or suffer a loss.
The Fund may invest in when-issued municipal obligations. New issues of municipal obligations may be offered on a when-issued or forward delivery basis. The payment obligation and the interest rate that will be received on the municipal obligations offered on this basis are each fixed at the time the Fund commits to the purchase, although settlement, i.e., delivery of and payment for the municipal obligations, takes place beyond customary settlement time (but normally within 45 days of the commitment). Between the time the Fund commits to purchase the when-issued or forward delivery municipal obligation and the time delivery and payment are made, the when-issued or forward delivery municipal obligation is treated as an asset of the Fund and the amount that the Fund is committed to pay for that municipal obligation is treated as a liability of the Fund. No interest on a when-issued or forward delivery municipal obligation is accrued by the Fund until delivery occurs. Although the Fund only makes commitments to purchase when-issued or forward delivery municipal obligations with the intention of actually acquiring them, the Fund may sell these obligations before the settlement date if deemed advisable by the Adviser.
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Purchasing municipal obligations on a when-issued or forward delivery basis can involve a risk that the yields available in the market on the settlement date may actually be higher (or lower) than those obtained in the transaction itself and, as a result, the when-issued or forward delivery municipal obligation may have a lesser (or greater) value at the time of settlement than the Funds payment obligation with respect to that municipal obligation. Furthermore, if the Fund sells the when-issued or forward delivery municipal obligation before the settlement date or if the Fund sells other obligations from the Funds portfolio in order to meet the payment obligations, the Fund may realize a capital gain, which is not exempt from federal income taxation.
Municipal obligations purchased on a when-issued or forward delivery basis and the securities held in the Funds portfolio are subject to changes in value (both generally changing in the same way, that is, both experiencing appreciation when interest rates decline and depreciation when interest rates rise) based upon the publics perception of the creditworthiness of the issuer and changes, real or anticipated, in the level of interest rates. In order to invest the Funds assets immediately, while awaiting delivery of securities purchased on a when-issued or forward delivery basis, short-term obligations that offer same day settlement and earnings normally are purchased. Although short-term investments normally are in tax-exempt securities, short-term taxable securities may be purchased if suitable short-term tax-exempt securities are not available. At the time the Fund enters into a transaction on a when-issued or forward delivery basis, it will segregate cash, cash equivalents or high quality debt securities equal to the amount of the when-issued or forward delivery commitment. For the purpose of determining the adequacy of the securities segregated, the securities are valued at market value. If the market value of such securities declines, additional cash or high quality debt securities are segregated daily so that the value of the segregated securities equals the amount of the Funds commitments. On the settlement date of the when-issued or forward delivery securities, the Funds obligations are met from then-available cash flow, sale of segregated securities, sale of other securities or, although not normally expected, from sale of the when-issued or forward delivery securities themselves (which may have a value greater or lesser than the Funds payment obligations).
ZERO COUPON OBLIGATIONS
The Fund may invest in zero coupon obligations, which are fixed income securities that do not make regular interest payments. Instead, zero coupon obligations are sold at substantial discounts from their face value. The Fund will accrue income on these investments for tax and accounting purposes, which is distributable to shareholders and which, because no cash is received at the time of accrual, may require the liquidation of other portfolio securities to satisfy the Funds distribution obligations, in which case the Fund will forego the purchase of additional income-producing assets with these funds. The difference between a zero coupon obligations issue or purchase price and its face value represents the imputed interest an investor will earn if the obligation is held until maturity. Zero coupon obligations may offer investors the opportunity to earn higher yields than those available on ordinary interest-paying obligations of similar credit quality and maturity. However, zero coupon obligation prices may also exhibit greater price volatility than ordinary fixed income securities because of the manner in which their principal and interest are returned to the investor.
PORTFOLIO TURNOVER
For the purposes of this section, the term Adviser also includes the Subadviser for the Fund.
The Adviser manages the Fund generally without regard to restrictions on portfolio turnover. In general, the Fund will not trade for short-term profits, but when circumstances warrant, investments may be sold without regard to the length of time held. The primary consideration in placing portfolio security transactions with broker-dealers for execution is to obtain, and maintain the availability of, execution at the most favorable prices and in the most effective manner possible. The Adviser engages in portfolio trading for the Fund if it believes a transaction net of costs (including custodian charges) will help achieve the investment objective of the Fund. In managing the Funds portfolio, the Adviser seeks to take advantage of market developments, yield disparities and variations in the creditworthiness of issuers. Expenses to the Fund, including brokerage commissions, and the realization of capital gains that are taxable to the Funds shareholders tend to increase as the portfolio turnover increases. The Fund has not yet commenced operations, therefore does not have any portfolio turnover.
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If the Fund has a high portfolio turnover rate (e.g., 100% or more), transaction costs incurred by the Fund, and the realized capital gains and losses may be greater than those of the Fund with a lesser portfolio turnover rate. See Portfolio Transactions and Tax Matters.
PORTFOLIO TRANSACTIONS
For the purposes of this section, the term Adviser also includes the Subadviser for the Fund.
The Adviser is primarily responsible for portfolio decisions and the placing of portfolio transactions. The Trust has no obligation to deal with any broker-dealer or group of broker-dealers in the execution of transactions in portfolio securities for the Fund. Allocation of transactions, including their frequency, to various broker-dealers is determined by the Adviser in its best judgment and in a manner deemed to be in the best interest of the Funds shareholders rather than by any formula. In placing orders for the Fund, the primary consideration is prompt execution of orders in an effective manner at the most favorable price, although the Fund does not necessarily pay the lowest spread or commission available. Other factors taken into consideration are the dealers general execution and operational facilities, the type of transaction involved and other factors such as the dealers risk in positioning the securities. To the extent consistent with applicable legal requirements, the Adviser may place orders for the purchase and sale of investments for the Fund with a broker-dealer affiliate of the Adviser.
The Adviser may, in circumstances in which two or more broker-dealers are in a position to offer comparable results, and subject to certain conditions, give preference to a broker-dealer that has provided statistical or other research services to the Adviser. By allocating transactions in this manner, the Adviser is able to supplement its research and analysis with the views and information of securities firms. These services, which in some cases may also be purchased for cash, include such matters as general economic and security market reviews, industry and company reviews, evaluations of securities and recommendations as to the purchase and sale of securities. Some of these services are of value to the Adviser in advising several of its clients (including the Fund), although not all of these services are necessarily useful and of value in managing the Fund. The management fee paid from the Fund is not reduced because the Adviser and its affiliates receive such services.
Generally, fixed income securities and money market securities are traded on a principal basis and do not involve brokerage commissions. Under the 1940 Act, persons affiliated with HSBC Bank USA, N.A. (HSBC Bank), the Adviser, the Fund or Foreside Distribution Services, L.P. (Foreside or Distributor) are generally prohibited from dealing with the Fund as a principal in the purchase and sale of securities. The Fund may purchase securities from underwriting syndicates of which the Distributor or other affiliate is a member under certain conditions in accordance with the provisions of a rule adopted under the 1940 Act. Under the 1940 Act, persons affiliated with the Adviser, the Fund or the Distributor may act as a broker for the Fund. In order for such persons to effect any portfolio transactions for the Fund, the commissions, fees or other remuneration received by such persons must be reasonable and fair compared to the commissions, fees or other remunerations paid to other brokers in connection with comparable transactions involving similar securities being purchased or sold on an exchange during a comparable period of time. This standard would allow the affiliate to receive no more than the remuneration that would be expected to be received by an unaffiliated broker in a commensurate arms-length transaction. The Trustees of the Trust regularly review any commissions paid by the Fund to affiliated brokers. Unless authorized by law, the Fund will not do business with nor pay commissions to affiliates of the Adviser in any portfolio transactions where they act as principal. These restrictions may preclude the Fund from purchasing or selling, or may limit the Funds purchase and sale of, certain securities, particularly in Asian markets in which affiliates of the Adviser are active brokers or dealers with large market shares, including markets in which the Fund may invest. Moreover, these restrictions could potentially have an impact on the Funds performance and liquidity of portfolio holdings.
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As permitted by Section 28(e) of the Securities Exchange Act of 1934, as amended (the 1934 Act), the Adviser may cause the Fund to pay a broker-dealer which provides brokerage and research services (as defined in the 1934 Act) to the Adviser an amount of commission for effecting a securities transaction for the Fund in excess of the commission which another broker-dealer would have charged for effecting that transaction, provided the Adviser determines in good faith that the greater commission is reasonable in relation to the value of the brokerage and research services provided by the executing broker-dealer viewed in terms of either a particular transaction or its respective overall responsibilities to the Fund or to its other clients. Not all of such services are useful or of value in advising the Fund.
The term brokerage and research services includes advice as to the value of securities, the advisability of investing in, purchasing, or selling securities, and the availability of securities or of purchasers or sellers of securities; furnishing analyses and reports concerning issues, industries, securities, economic factors and trends, portfolio strategy and the performance of accounts; and effecting securities transactions and performing functions incidental thereto, such as clearance and settlement. Although commissions paid on every transaction will, in the judgment of the Adviser, be reasonable in relation to the value of the brokerage services provided, commissions exceeding those which another broker might charge may be paid to broker-dealers who were selected to execute transactions on behalf of the Fundand the Advisers other clients in part for providing advice as to the availability of securities or of purchasers or sellers of securities and services in effecting securities transactions and performing functions incidental thereto, such as clearance and settlement. The SEC has published interpretative guidance that tightened previously existing standards concerning the types of expenses that qualify for the Section 28(e) safe harbor and set forth certain steps that investment advisers would need to take in order to ensure such qualification.
Investment decisions for the Fund and for the other investment advisory clients of the Adviser are made with a view to achieving its investment objectives. Investment decisions are the product of many factors in addition to basic suitability for the particular client involved. Thus, a particular security may be bought for certain clients even though it could have been sold for other clients at the same time, and a particular security may be sold for certain clients even though it could have been bought for other clients at the same time. Likewise, a particular security may be bought for one or more clients when one or more other clients are selling that same security. In some instances, one client may sell a particular security to another client. Two or more clients may simultaneously purchase or sell the same security, in which event each days transactions in that security are, insofar as practicable, averaged as to price and allocated between such clients in a manner which in the Advisers opinion is equitable to each and in accordance with the amount being purchased or sold by each. In addition, when purchases or sales of the same security for the Fund and for other clients of the Adviser occur contemporaneously, the purchase or sale orders may be aggregated in order to obtain any price advantage available to large denomination purchases or sales. There may be circumstances when purchases or sales of portfolio securities for one or more clients will have an adverse effect on other clients in terms of the price paid or received or of the size of the position obtainable. It is recognized that, in some cases, this system could have a detrimental effect on the price or volume of the security as far as the Fund is concerned. In other cases, however, the Adviser believes that the Funds ability to participate in volume transactions will produce better executions for the Fund.
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The Board has adopted a policy to ensure compliance with Rule 12b-1(h) under the 1940 Act in the selection of broker-dealers to execute portfolio transactions for the Fund. Generally, Rule 12b-1(h) prohibits the Fund from compensating a broker-dealer for promotion or sale of Fund shares by directing to the broker-dealer securities transactions or remuneration received or to be received from such portfolio securities transactions.
If the Fund invests primarily in fixed income securities, it is anticipated that most purchases and sales will be with the issuer or with underwriters of or dealers in those securities, acting as principal. Accordingly, such Fund would not ordinarily pay significant brokerage commissions with respect to its securities transactions.
In the United States and in some other countries debt securities are traded principally in the over-the-counter market on a net basis through dealers acting for their own account and not as brokers. In other countries, both debt and equity securities are traded on exchanges at fixed commission rates. The cost of securities purchased from underwriters includes an underwriters commission or concession, and the prices at which securities are purchased and sold from and to dealers include a dealers mark-up or mark-down. The Adviser normally seeks to deal directly with the primary market makers or on major exchanges unless, in its opinion, better prices are available elsewhere. Subject to the requirement of seeking execution at the best available price, securities may, as authorized by the Funds investment advisory contract, be bought from or sold to dealers who have furnished statistical, research and other information or services to the Adviser. At present, no arrangements for the recapture of commission payments are in effect. As of the date of this SAI, the Fund has not commenced operations.
The Fund is required to report securities issued by its regular brokers or dealers, or their parent companies. As of the date of this SAI, the Fund has not commenced operations. (For these purposes a regular broker or dealer includes any of the (a) ten brokers or dealers that received the greatest dollar amount of brokerage commissions by virtue of direct or indirect participation in the Trusts portfolio transactions during its most recent fiscal year, (b) ten brokers or dealers that engaged as principal in the largest dollar amount of portfolio transactions of the Trust during its most recent fiscal year, or (c) ten brokers or dealers that sold the largest dollar amount of securities of the Fund during the Trusts most recent fiscal year.)
DISCLOSURE OF PORTFOLIO HOLDINGS
The Board has adopted policies and procedures for the Trust relating to disclosure of the Trusts portfolio securities (the Policy). The Policy is designed to ensure disclosure of holdings information where necessary to the Trusts operation or useful to the Trusts shareholders without compromising the integrity or performance of the Trust. Disclosure of information regarding the portfolio holdings of the Fund occurs only upon the determination, by the Trusts Chief Compliance Officer (CCO), that such disclosure is in the best interests of the Funds shareholders and that it does not present a conflict of interest between the shareholders and the Adviser, principal underwriter, or any affiliated person of the Fund, the Adviser, its principal underwriter or any subadviser of the Fund.
Pursuant to applicable law, the Trust is required to disclose its complete portfolio holdings quarterly, within 60 days of the end of each fiscal quarter. The Trust discloses a complete schedule of investments in each Semi-Annual Report and Annual Report to Shareholders or, following the first and third fiscal quarters, in quarterly holdings reports filed with the SEC on Form N-Q. Semi-Annual and Annual Reports are distributed to shareholders. Quarterly holdings reports filed with the SEC on Form N-Q are not distributed to shareholders, but are also available, free of charge, on the EDGAR database on the SECs website at www.sec.gov. These reports are also available, free of charge, on the Trusts website at www.emfunds.us.hsbc.com or at www.investorfunds.us.hsbc.com.
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The Trusts website also provides information about the Funds top 10 holdings, sector holdings and other characteristics data as of the end of the most recent month. The Trust may publish the Funds full portfolio holdings thirty (30) days after the end of each month. This information is available until updated as of the following month. The information on the Trusts website is publicly available to all categories of persons.
The Trust or the Adviser may share non-public holdings information of the Trust sooner than 60 days of the end of the fiscal quarter with the Adviser and other service providers to the Trust (including the Trusts custodian, the Sub-Administrator; and pricing services such as FT Interactive). In addition, the Trust may share non-public holdings information with mutual fund ranking and NRSROs, including Standard & Poors Corporation, Morningstar, Lipper Analytical Services and Bloomberg L.P. These service providers and other entities owe contractual, fiduciary, or other legal duties of confidentiality to the Trust or the Adviser that foster reasonable expectations that holdings information will not be misused. The Trusts officers may authorize disclosure of the Trusts holdings portfolio information to service providers where such service provider needs information to fulfill its duties.
The Trust may also disclose information about portfolio holdings to mutual fund evaluation services that agree not to disclose the information to third parties and that enter into a Confidentiality Agreement. Such Confidentiality Agreement provides, among other things, that non-public portfolio holdings information will be kept confidential and that such information will be used solely for the purpose of analysis and evaluation of the portfolio. Disclosures may be made to other third parties under a Confidentiality Agreement satisfactory to Fund counsel and the Trusts CCO. The Confidentiality Agreement prohibits anyone in possession of non-public holdings information from purchasing or selling securities based on such information, or from disclosing such information to other persons, except for those who are actually engaged in, and need to know, such information to perform services for the portfolio.
Currently, the Trust has arrangements to provide additional disclosure of holdings information to the following evaluation services: Lipper Analytical Services (10 days after the end of each month), Morningstar (between 60-70 days after the end of each quarter), Bloomberg L.P. (60 days after the end of each quarter) and Standard & Poors Corporation (between 3-5 days after the end of each week).
No compensation or other consideration is paid to or received by any party in connection with the disclosure of holdings information, including the Trust, the Adviser and its affiliates.
Pursuant to the Policy, the CCO may authorize exceptions and allow disclosures under other circumstances he or she deems appropriate. In addition, the Fund may disclose its holdings, as appropriate, in conformity with the foregoing principles. Compliance with the Policy (including the use of the portfolio holdings information) will be monitored by the CCO or his or her designee on a regular basis, and any violations constituting a Material Compliance Matter as defined under Rule 38a-1 of the 1940 Act will be reported by the CCO to the Board.
INVESTMENT RESTRICTIONS
The Trust, with respect to the Fund, has adopted certain fundamental and non-fundamental investment restrictions. Fundamental investment restrictions may not be changed without approval by holders of a majority of the outstanding voting securities of the Fund. The term majority of the outstanding voting securities as used in this SAI means the vote of the lesser of (i) 67% or more of the outstanding voting securities of the Fund present at a meeting, if the holders of more than 50% of the outstanding voting securities are present or represented by proxy, or (ii) more than 50% of the outstanding voting securities. The term voting securities as used in this paragraph has the same meaning as in the 1940 Act.
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NON-FUNDAMENTAL INVESTMENT RESTRICTIONS
The Fund is subject to the following non-fundamental restrictions, in addition to the fundamental restrictions set forth below under the headings for the Fund:
1. The Fund may not purchase on margin, except for use of short-term credit as may be necessary for the clearance of purchases and sales of securities, but it may make margin deposits in connection with transactions in options, futures, and options on futures.
2. The Fund may not sell securities short, unless it owns or has the right to obtain securities equivalent in kind and amount to the securities sold short, and provided that transactions in options and futures contracts are not deemed to constitute short sales of securities, except under such conditions as may be set forth in the Prospectus and in this SAI.
3. The Fund may not invest in securities of any registered investment company except to the extent permitted under the 1940 Act generally or in accordance with any exemptive order granted to the Trust by the SEC.
4. The Fund may not directly purchase securities or other instruments issued by companies that manufacture cluster munitions or anti-personnel mines. The Adviser uses the definitions within the 1997 Mine Ban Treaty and the 2008 Convention on Cluster Bombs for guidance and implementation. The Fund may purchase securities of registered investment companies, ETNs or other pooled vehicles that invest in companies that manufacture cluster munitions or anti-personnel mines.
As a matter of fundamental policy, the Fund may (except that none of the following investment restrictions shall prevent the Fund from investing all of its assets in separate registered investment companies with substantially the same investment objective):
1. borrow money to the extent permitted under the 1940 Act and the rules and regulations thereunder;
2. issue any senior securities to the extent permitted under the 1940 Act and the rules and regulations thereunder;
3. not act as an underwriter of securities issued by others, except to the extent it could be considered an underwriter in the acquisition and disposition of restricted securities;
4. not concentrate its investments in any one industry (excluding the U.S. Government, its agencies or instrumentalities and repurchase agreements collateralized by such investments), except to the extent permitted under the 1940 Act and the rules and regulations thereunder; provided, however, that the Fund will, under normal market conditions, concentrate its investments in the securities of issuers in the same industry as may be necessary to approximate the composition of the Funds then-current benchmark index;
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5. purchase or sell real estate or any interest therein (such as securities or instruments backed by or related to real estate) to the extent permitted under the 1940 Act and the rules and regulations thereunder;
6. purchase or sell commodities, including physical commodities, or contracts, instruments and interests relating to commodities to the extent permitted under the 1940 Act and the rules and regulations thereunder; and
7. make loans to the extent permitted under the 1940 Act and the rules and regulations thereunder.
The Adviser or Subadviser may analyze the characteristics of a particular issuer and security and assign an industry classification consistent with those characteristics in the event that either a third-party classification provider used by the Adviser or Subadviser or another fund service provider does not assign a classification or assigns a classification inconsistent with that believed appropriate by the Adviser or Subadviser based on their analysis of the economic characteristics of the issuer.
PERCENTAGE AND RATING RESTRICTIONS
If a percentage restriction or a rating restriction on investment or utilization of assets set forth above or referred to in the Funds Prospectus is adhered to at the time an investment is made or assets are so utilized, a later change in percentage resulting from changes in the value of the securities held by the Fund or a later change in the rating of a security held by the Fund is not considered a violation of policy. However, the Adviser will consider such change in its determination of whether to continue to hold the security and provided further, that the Adviser will take appropriate steps, which may include the disposition of portfolio securities, as may be necessary to satisfy the applicable requirements of the 1940 Act and/or the rules thereunder with respect to the Funds investments in illiquid securities or any borrowings by the Fund.
MANAGEMENT OF THE TRUST
BOARD OF TRUSTEES
Overall responsibility for management of HSBC Funds (the Trust) rests with the Board of Trustees (the Board). The Trustees elect the officers of the Trust and appoint service providers to manage the Trusts day-to-day operations. The Trustees meet regularly to discuss and consider matters concerning the Trust and to oversee the Trusts activities, including the investment performance of the Fund and the operation of the Trusts compliance program, and to evaluate and address potential conflicts and risks associated with the Trusts activities.
Board Composition and Leadership Structure
The Trust has a Board of Trustees. The Board consists of five Trustees, four of whom are not interested persons (as that term is defined by Section 2(a)(19) of the 1940 Act) of the Trust (the Independent Trustees), and one of whom is an interested person of the Trust (the Interested Trustee) by virtue of her employment with the Adviser. The Board is responsible for the overall management of the Trust, including general supervision and review of the Trusts investment activities. The Board elects the officers of the Trust who are responsible for administering the Trusts day-to-day operations.
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The Chairman of the Board, Mr. Robards, is an Independent Trustee, and, among other duties and responsibilities, serves as a point person for communications between the Trustees and the Trusts management. The Trustees interact directly with the Chairman, Chairs of the Trusts standing Committees, each other, the Trusts officers, and senior management of the Adviser and other service providers of the Trust at scheduled meetings and between meetings, as appropriate.
The Board has established the following standing committees: the Audit Committee; the Valuation and Investment Oversight Committee; and the Nominating and Corporate Governance Committee (the Committees) to facilitate the Trustees effective oversight of the management of those aspects of the Trusts operations. Each Committee has a Chair, who is an Independent Trustee. Each Committees responsibilities are discussed in greater detail below. By assigning areas of responsibility to committees of Trustees, and to the full Board, the Boards leadership structure enables it to exercise informed and independent judgment over the matters within its purview.
Boards Role in Risk Oversight of the Trust
The Board, as a whole, considers risk management issues as part of its general oversight responsibilities throughout the year at regular Board meetings, as does each Committee of the Trust. The Board and its Committees consider risk management through, among other things, regular reports that have been developed by management, in consultation with the Board, its Committees, and counsel. These reports address investment, valuation, operations, and compliance matters. The Board and its Committees may also receive special written reports or presentations on a variety of risk issues, either upon request or upon the managers initiative. In addition, the Valuation and Investment Oversight Committee of the Board meets regularly with the managers internal risk department to review reports on their examinations of liquidity risks to the Funds investment portfolios.
With respect to investment risk, the Board receives regular written reports describing and analyzing the investment performance of the Fund, which may include the comparison of the Funds performance to its benchmarks and/or peer groups when applicable. In addition, investment personnel for the Fund meet regularly with the Board to discuss Fund performance, including investment risk, liquidity, and market updates. Also, to the extent that the Fund changes a particular investment strategy or invests in a new type of security that could have a material effect on the Funds risk profile, the Board generally is consulted.
With respect to valuation, the Board receives regular written reports summarizing the discussions from the Advisers internal Pricing and Valuation Committee meetings. The Trusts sub-administrator provides regular written reports to the Board that enable the Board to monitor the number of fair valued securities in a particular Fund, the reasons for the fair valuation and the methodology used to arrive at the fair value. In addition, the Trusts Audit Committee reviews certain valuation matters with the Funds Treasurer and the Trusts independent auditors in connection with the Committees review of the results of the audit of the Funds annual financial statements.
With respect to compliance risks, the Board and the Audit Committee receive regular compliance reports and meets regularly with the CCO to discuss compliance issues, including compliance risks. In accordance with SEC rules, the Independent Trustees meet regularly in executive session with the CCO, and the CCO prepares and presents an annual written compliance report to the Board. The Board also meets regularly with the Chief Compliance Officer of the Adviser. The Board adopts compliance policies and procedures for the Trust and approves such procedures of certain of the Trusts service providers, such as the Adviser and the Subadvisers (as applicable). The compliance policies and procedures are specifically designed to detect and prevent violations of the federal securities laws.
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Qualifications of the Trustees
The names of the Trustees, their addresses, ages, positions held with the Trust, principal occupation(s) during the past five years, number of portfolios in the fund complex overseen, and other directorships held by each Trustee are set forth below.
TRUSTEES
| Other | |||||
| Principal | Portfolios in | Directorships | |||
| Occupation(s) | Fund Complex | Held By Trustee | |||
| Position(s) Held | Length of Time | During Past 5 | Overseen by | During the Past | |
| Name1 | With Trust | Served | Years | Trustee2 | 5 Years3 |
| Independent Trustees | |||||
| Ellington | |||||
| Private
Investor (2003 present) |
Residential | ||||
| Mortgage REIT | |||||
| (NYSE listed real | |||||
| estate investment | |||||
| trust) (2013 | |||||
| present); | |||||
| Ellington | |||||
| Thomas F. | Financial LLC | ||||
| Robards | Trustee | 2005 to present | 21 | (NYSE listed | |
| Age: 70 | financial services | ||||
| company) (2007 | |||||
| present); and | |||||
| Overseas | |||||
| Shipholding | |||||
| Group (OSG) | |||||
| (NYSE listed | |||||
| company) (2005- | |||||
| 2014) | |||||
| Marcia L. Beck | Trustee | 2008 to present | Private Investor | 21 | None |
| Age: 61 | (1999 present) | ||||
| Trustee | 2013 to present | 21 | Metropolitan | ||
| Series Fund | |||||
| Susan C. Gause | Private Investor | (2012 present); | |||
| Age: 64 | (2003 present) | and Met Investors | |||
| Series Trust | |||||
| (2008 present) | |||||
| Susan S. Huang | Trustee | 2008 to present | Private Investor | 21 | None |
| Age: 62 | (2000 present) | ||||
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| Other | |||||
| Principal | Portfolios in | Directorships | |||
| Occupation(s) | Fund Complex | Held By Trustee | |||
| Position(s) Held | Length of Time | During Past 5 | Overseen by | During the Past | |
| Name1 | With Trust | Served | Years | Trustee2 | 5 Years3 |
|
Interested Trustee |
|||||
| Director and Chief | |||||
| Executive Officer, | |||||
| HSBC Global | |||||
| Asset Management | |||||
| (USA) Inc. (2011 | |||||
| Deborah A. | present); President | ||||
| Hazell4 | Trustee | 2011 to present | and Chief | 21 | None |
| Age: 53 | Executive Officer, | ||||
| Fischer Francis | |||||
| Trees & Watts | |||||
| (FFTW) | |||||
| (investment | |||||
| adviser) (2008 | |||||
| 2011) |
| 1 | Each Independent Trustee may be contacted by writing to the Trustee, c/o Boston Financial Data Services, Inc., P.O. Box 8106, Boston, MA 02266-8106, Attn: Richard A. Fabietti. Ms. Hazell may be contacted by writing to 452 Fifth Avenue New York, NY 10018. | |
| 2 | The Fund Complex is comprised of the 21 portfolios of HSBC Funds. | |
| 3 | This column includes only directorships of companies required to report to the SEC under the Securities Exchange Act of 1934 (i.e., public companies) or other investment companies registered under the 1940 Act. | |
| 4 | Ms. Hazell is considered to be an Interested Trustee because she holds positions with HSBC Global Asset Management (USA) Inc. |
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OFFICERS
| Name, Address and Age | Position(s) Held With Fund |
Term of Office and Length of Time Served |
Principal Occupation(s) During Past 5 Years |
Richard A. Fabietti
452 Fifth Avenue New York, NY 10018 Age: 58 |
President | One year; 2004 to present | Senior Vice President, HSBC Global Asset Management (USA) Inc. (1998 present) |
James D. Levy
452 Fifth Avenue New York, NY 10018 Age: 53 |
Vice President | One year; 2014 to present | Vice President, Product Management, HSBC Global Asset Management (USA) Inc. (2014 present); Vice President, Mutual Funds Product Development, GE Asset Management Inc. (2007 2014) |
| Allan Shaer* Prudential Center 800 Boylston Street, 24th Floor Boston, MA 02199 Age:51 |
Treasurer | One year; 2017 to present | Senior Vice President, Citi Investor Services (2016-present); Vice President, Mutual Fund Administration, JP Morgan Chase Bank (2011-2016) |
| Ioannis Tzouganatos* Prudential Center 800 Boylston Street, 24th Floor Boston, MA 02199 Age: 40 |
Secretary | One Year; 2015 to present | Vice President, Regulatory Administration, Citi Fund Services (2008-present) |
Charles L. Booth*
4400 Easton
Commons, Suite 200 Columbus, OH 43219 Age: 56 |
Chief Compliance Officer | One year; 2015 to present | Director and Compliance Officer, Citi Fund Services (1988 present) |
| * | Mr. Shaer, Mr. Tzouganatos, and Mr. Booth are also officers of certain other investment companies of which Citi Fund Services (or an affiliate) is the administrator or sub-administrator. |
Trustee Experience, Qualifications, Attributes or Skills
The following provides an overview of the considerations that led the Board to conclude that each individual serving as a Trustee of the Trust should so serve. The current members of the Board joined at different points in time since 2005. Generally, no one factor was decisive in the original selection of an individual to join the Board. Among the factors the Board considered when concluding that an individual should serve on the Board were the following: (i) the individuals business and professional experience and accomplishments, including prior experience in the financial services and investment management fields or on other boards; (ii) the individuals ability to work effectively with other members of the Board; (iii) how the individuals skills, experiences and attributes would contribute to an appropriate mix of relevant skills and experience on the Board.
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In addition to personal qualities, such as integrity, the role of an effective Trustee inherently requires the ability to comprehend, discuss and critically analyze materials and issues presented in exercising judgments and reaching informed conclusions relevant to his or her duties and obligations. The Board believes that the specific background of each Board member (including as set forth above) evidences such ability and is appropriate to his or her serving on the Board. The Chairman of the Board, Mr. Robards, has governance and operating experience in banking, brokerage and specialty finance companies. In addition, Mr. Robards serves and has served as a director of several public companies. Mses. Beck and Huang each have experience managing risk as well as portfolios of money market and fixed income instruments, respectively. Ms. Beck has asset management operating and leadership experience, having served as President and Trustee of the Goldman Sachs Mutual Funds, an unaffiliated mutual fund complex. Ms. Huang has asset management operating and leadership experience, having served as Senior Vice President of Schroder Investment Management, a global asset management company. Ms. Gause has significant experience in the financial services industry, having served as, among other things, Chief Executive Officer of Dresdner RCM Global Investors and Allianz Dresdner Asset Management, a global asset management company. In that position, Ms. Gause was responsible for the day-to-day activities of the investment adviser of various registered open-end funds. Ms. Hazell has significant experience in the financial services industry and is currently the Chief Executive Officer of HSBC Global Asset Management (USA) Inc. Previously, Ms. Hazell was the President and Chief Executive Officer of a global investment management firm that provided active, fixed income capabilities to institutional investors.
COMMITTEES
The Board of Trustees currently has three standing committees: Audit Committee, Valuation and Investment Oversight Committee, and Nominating and Corporate Governance Committee.
Audit Committee
The Audit Committee is comprised of all of the Independent Trustees. The Audit Committee is currently chaired by Ms. Beck. Ms. Beck, Mr. Robards and Ms. Gause are audit committee financial experts of the Trust. The primary purpose of the Audit Committee is to oversee the accounting and financial reporting policies, practices and internal controls of the Trust. The Audit Committee, among other things: (i) recommends to the Board the selection, retention and termination of an independent public accounting firm; (ii) annually reviews the scope of the proposed audit and, generally, the audit procedures to be utilized and the proposed audit fees; (iii) reviews the results of the annual audit with the independent auditors, as presented to the Audit Committee; (iv) reviews the annual financial statements of the Fund with management and the independent auditors; (v) approves the fees to be paid by the Trust to the independent auditors for its services; and (vi) reviews the adequacy and effectiveness of internal controls and procedures with management and the independent auditors. Committee responsibility for the Trusts compliance program is also housed within the Audit Committee. The Audit Committee of the Trust met four times during the most recently completed fiscal year.
Valuation and Investment Oversight Committee
The Valuation and Investment Oversight Committee is comprised of all of the Trustees of the Trust. The Committee is currently chaired by Ms. Huang. The Valuation and Investment Oversight Committee, among other things: (i) oversees Fund management, investment risk management, performance and brokerage practices relating to the Fund; (ii) reviews certain proposals that the Adviser may wish to make concerning the Fund and its investments; (iii) oversees the implementation and operation of the Trusts Valuation Procedures, including the amortized cost method of valuation pursuant to Rule 2a-7 under the 1940 Act with respect to the HSBC Money Market Funds ; (iv) reviews the proxy voting guidelines, policies, and procedures and makes related recommendations to the Board; and (v) oversees the performance of the investment sub-advisers to the applicable series of the Trust. The Valuation and Investment Oversight Committee met five times during the most recently completed fiscal year.
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Nominating and Corporate Governance Committee
The Nominating and Corporate Governance Committee is comprised of all of the Independent Trustees of the Trust. The Committee is currently chaired by Ms. Gause. This Committee, among other things : (i) makes nominations for trustee membership on the Board or a Committee; (ii) evaluates on a periodic basis the operations and effectiveness of the Board as a whole; (iii) periodically reviews the composition of the Board to determine whether it may be appropriate to add individuals with different backgrounds or skills from those already on the Board; (iv) periodically reviews Board governance procedures and recommends appropriate changes to the full Board; (v) periodically reviews Trustee compensation and Committee responsibilities and recommends any appropriate changes to the full Board; and (vi) reviews the retention of professional liability insurance (D&O/E&O Insurance) and investment company fidelity bonds. The Nominating and Corporate Governance Committee also considers nominees recommended by shareholders. Such recommendations should be forwarded to the President of the Trust. The Nominating and Corporate Governance Committee met four times during the most recently completed fiscal year.
When evaluating a person as a potential nominee to serve as an Independent Trustee, the Nominating and Corporate Governance Committee may consider, among other factors: (i) whether or not the person is independent and whether the person is otherwise qualified under applicable laws and regulations to serve as a Trustee; (ii) whether or not the person is willing to serve, and willing and able to commit the time necessary for the performance of the duties of an Independent Trustee; (iii) the contribution that the person can make to the Board, with consideration being given to the persons business experience, education and such other factors as the Committee may consider relevant; (iv) the character and integrity of the person; (v) the desirable personality traits, including independence, leadership and the ability to work with the other members of the Board; and (vi) consistency with the 1940 Act.
The process of identifying nominees involves the consideration of candidates recommended by one or more of the following: current Independent Trustees, officers, and other sources that the Committee deems appropriate.
FUND OWNERSHIP
Listed below for each Trustee is a dollar range of securities beneficially owned in the Fund together with the aggregate dollar range of equity securities in all registered investment companies overseen by each Trustee in the HSBC Family of Funds, including those in the Trust, as of December 31, 2016.
| Dollar Range
of Equity Securities in: |
Independent Trustees | Interested Trustee | ||||||||
| Marcia
L. Beck** |
Susan
C. Gause |
Susan
S. Huang |
Thomas
F. Robards |
Deborah
A. Hazell | ||||||
| Economic Scale Index Fund* |
None | None | None | None | None | |||||
| Aggregate
Dollar Range of Securities in All Registered Investment Companies Overseen By Trustee in HSBC Family of Funds |
$10,001 - $50,000 | $10,001 - $50,000 | $50,001 - $100,000 | $50,001 - $100,000 | Over $100,000 | |||||
| * | As of the date of this SAI, the Fund has not commenced operations. |
| ** | Information as of January 7, 2017. |
49
As of February 3, 2017, the Trustees and officers of the Trust as a group beneficially owned less than 1% of the outstanding shares of the Fund.
TRUSTEE AND OFFICER COMPENSATION
For the fiscal year ended October 31, 2016, the following compensation was paid to the Trustees:
| Independent Trustees(1) | ||||
| Compensation From the Fund |
Marcia L. Beck |
Susan C. Gause |
Susan S. Huang |
Thomas F. Robards |
| Economic
Scale Index Fund(2) |
N/A | N/A | N/A | N/A |
| Pension Or
Retirement Benefits Accrued As Part Of The Funds Expenses (3) |
N/A | N/A | N/A | N/A |
| Estimated
Annual Benefits Upon Retirement |
N/A | N/A | N/A | N/A |
| Total
Compensation From Funds and Fund Complex(4) Paid To Trustees |
$182,500 | $179,500 | $179,500 | $200,000 |
| (1) |
Ms. Hazell, an Interested Trustee is not compensated from the Trust for her service as an Interested Trustee. | |
| (2) |
Economic Scale Index Fund has not commenced operations as of the date of this SAI. | |
| (3) |
The Trust does not accrue pension or retirement benefits as part of Fund expenses, and Trustees of the Trust are not entitled to retirement benefits upon retirement from the Board of Trustees. | |
| (4) |
For these purposes, the Fund Complex consisted of the 21 portfolios of HSBC Funds as of October 31, 2016. |
None of the officers receive compensation directly from the Fund. Under a Compliance Services Agreement between the Trust and Citi (Compliance Agreement), Citi makes a Citi employee available to serve as the Trusts CCO. Under the Compliance Agreement, Citi also provides infrastructure and support in implementing the written policies and procedures comprising the Funds Compliance Program. This includes providing support services to the CCO, developing standards for reports to the Board by Citi and other service providers, and assisting in preparing or providing documentation for the Board to make findings and conduct reviews pertaining to the Trusts compliance program and related policies and procedures of the Funds service providers. The Compliance Agreement also covers arrangements under which Citi employees serve the Trust in certain other officer capacities, which may include the Chief Financial Officer. For the services provided under the Compliance Agreement, the Trust currently pays Citi $306,857 per annum, plus certain out of pocket expenses. Citi pays the salary and other compensation earned by any such individuals as employees of Citi.
50
PROXY VOTING
The Trust has adopted Proxy Voting Policies that delegate the responsibility of voting proxies to the Adviser or Subadviser, as applicable. The Proxy Voting Policies (or summaries thereof) of the Trust and the Adviser and Subadvisers are attached as Appendices to this SAI.
Information regarding how the Fund voted proxies relating to portfolio securities during the 12-month period ending June 30, 2016 is available (i) without charge, upon request, by calling 1-800-782-8183; (ii) on the Funds website at www.emfunds.us.hsbc.com or at www.investorfunds.us.hsbc.com, and (iii) on the SECs website at http://www.sec.gov.
INVESTMENT ADVISORY AND OTHER SERVICES
INVESTMENT ADVISER
HSBC Global Asset Management (USA) Inc. is the investment adviser to the Fund pursuant to an investment advisory contract (the Advisory Contract) with the Trust. For its services, the Adviser is entitled to a fee from the Fund, which is accrued daily and paid monthly, and which is based on the Funds daily net assets, at an annual rate 0.30%. As of the date of this SAI, the Fund has not commenced operations.
The Adviser has entered into a contractual expense limitation agreement (Agreement) with the Fund under which it will limit total expenses of the Fund (excluding interest, taxes, brokerage commissions and extraordinary expenses.) The expense limitations shall be in effect until March 1, 2018. These Agreements shall terminate upon the termination of the Advisory Contracts between the Trust and the Adviser, or may be terminated upon written notice to the Adviser by the Trust.
The Advisory Contract for the Fund will continue in effect through December 31, 2017. Thereafter, the Advisory Contract will continue in effect with respect to the Fund for successive periods not to exceed one (1) year and continue thereafter, provided such continuance is approved at least annually by: (i) the holders of a majority of the outstanding voting securities of the Fund or by the Trusts Board of Trustees; and (ii) a majority of the Trustees of the Trust who are not parties to the Advisory Contract or interested persons (as defined in the 1940 Act) of any such party. Notwithstanding the foregoing, the Advisory Contract may be terminated with respect to the Fund without penalty by either party on 60 days written notice and will terminate automatically in the event of its assignment, within the meaning of the 1940 Act.
The Adviser, located at 452 Fifth Avenue, New York, New York 10018, is a wholly-owned subsidiary of HSBC Bank, which is a wholly-owned subsidiary of HSBC USA Inc., a registered bank holding company. No securities or instruments issued by HSBC USA Inc. or HSBC Bank USA, N.A. will be purchased for the Fund.
The Advisory Contract for the Fund provides that the Adviser will manage the portfolio of the Fund, either directly or through one or more subadvisers, and will furnish to the Fund investment guidance and policy direction in connection therewith. The Adviser has agreed to provide the Trust with, among other things, information relating to composition, credit conditions and average maturity of the portfolio of the Fund. Pursuant to the Advisory Contract, the Adviser also furnishes the Board of Trustees with periodic reports on the investment performance of the Fund.
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The Adviser and the Fund have also entered into Support Services Agreements, under which the Adviser provides certain support services in connection with the operation of certain Classes of shares of the Fund. For its services, the Adviser is entitled to a fee from the Fund, computed daily and paid monthly, equal on an annual basis to 0.10% of the Funds average daily net assets attributable to Class A Shares.
If the Adviser were prohibited from performing any of its services for the Trust under the Advisory Contract or the Support Services Agreement, it is expected that the Board would recommend to the Funds shareholders that they approve new agreements with another entity or entities qualified to perform such services and selected by the Board.
The investment advisory services of the Adviser to the Fund are not exclusive under the terms of the Advisory Contract. The Adviser is free to and does render investment advisory services to others.
The Trust and the Adviser have each received an exemptive order from the SEC that allows the Adviser to enter into new investment sub-advisory contracts and to make material changes to existing sub-advisory contracts with certain unaffiliated subadvisers with the approval of the Board of Trustees of the Trust, but without shareholder approval. This authority is subject to certain conditions, including the requirement that the Trustees (including a majority of Independent Trustees) of the Trust must approve any new or amended agreements with subadvisers. In accordance with the exemptive order received from the SEC, an information statement providing details about the appointment of the new subadviser will be mailed to shareholders within 90 days of the change in subadviser. Shareholders will also receive an information statement describing material changes to a sub-advisory contract between the Adviser and a subadviser within 90 days of the material change. The Adviser remains responsible for the performance of the Fund, oversees subadvisers to ensure compliance with the Funds investment policies and guidelines, and monitors each subadvisers adherence to its investment style and performance results in order to recommend any changes in a subadviser to the Board of Trustees.
In the future, the Trust and the Adviser may, on behalf of the Fund, receive an additional exemptive order that would allow the Adviser to implement new investment subadvisory contracts and to make material changes to existing subadvisory contracts with subadvisers that are affiliated with the Adviser with the approval of the Board of Trustees, but without shareholder approval. As with the current order, the new order would be subject to certain conditions, including that the Fund would notify shareholders and provide them with certain information upon the hiring of a subadviser.
SUBADVISER
The Subadviser is responsible for the investment management of the Funds assets, including making investment decisions and placing orders for the purchase and sale of securities for the Fund directly with the issuers or with brokers or dealers selected by the Subadviser in its discretion.
The investment advisory services of each Subadviser are not exclusive under the terms of its sub-advisory agreement. The Subadviser is free to and does render investment advisory services to others.
The Subadviser also furnishes to the Board of Trustees, which has overall responsibility for the business and affairs of the Trust, periodic reports on its services and the investment performance of the Fund.
HSBC Global Asset Management (UK) Limited (AMEU) 78 St. James Street, London, United Kingdom, SW1A 1EJ, a U.S. registered investment adviser and an affiliate of the Adviser, serves as the investment subadviser of the Fund pursuant to a separate investment sub-advisory agreement with the Adviser. AMEU makes the day-to-day investment decisions and continuously reviews, supervises and administers the investment program. As of September 30, 2016, AMEU managed approximately $74.6 billion in assets. The Adviser pays AMEU a sub-advisory fee, based on the average daily net assets of the Fund at an annual rate of 0.15% for the Fund. As of the date of this SAI, the Fund has not commenced operations.
52
PORTFOLIO MANAGERS
The Prospectus identifies the individual or individuals who are primarily responsible for the day-to-day management of the Fund (the portfolio manager(s)). This section of the SAI contains certain additional information about the portfolio manager(s), their compensation, other accounts managed by them, and potential conflicts of interest. There is information in a tabular format, as of October 31, 2016, about the other accounts, if any, in addition to the Fund, over which the portfolio manager(s) also have primary responsibility for day-to-day management.
The tables below show the number of other accounts managed by the portfolio manager(s) and the total assets in those accounts within each of the following categories: registered investment companies, other pooled investment vehicles, and other accounts. For each category of accounts, the tables also show the number of accounts and the total assets in the accounts with respect to which the advisory fee paid by the account holder is based on account performance, if applicable.
Fund Ownership of Portfolio Managers
The portfolio managers did not beneficially own shares of the Fund that they managed as of October 31, 2016.
For each additional account listed in the charts below, the portfolio manager participates in managing the account in the same manner as described in the Prospectus in relation to the Fund.
| Number of Other Accounts Managed
and Total Assets by Account Type |
Number of Accounts and Total
Assets for Which Advisory Fee is Performance Based | |||||
| Name of Portfolio Manager |
Registered Investment Companies |
Other
Pooled Investment Vehicles |
Other Accounts |
Registered Investment Companies |
Other Pooled Investment Vehicles |
Other Accounts |
| Peter Gray |
0 | 2 | 0 | 0 | 0 | 0 |
| $0 | $546.74 million | $0 | $0 | $0 | $0 | |
| Angus Parker |
2 | 2 | 4 | 0 | 0 | 0 |
| $30.5 million | $239.55 million | $1.25 billion | $0 | $0 | $0 | |
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Portfolio Manager Compensation Structure
As employees of the Adviser, or affiliates of the Adviser (HSBC affiliates), the portfolio managers are compensated by their respective HSBC affiliate, or by the Adviser, for their services. Their compensation has the following components (1) a base salary consisting of a fixed amount, (2) a discretionary bonus, which is paid partially in cash and partially in restricted shares of HSBC Holdings, Ltd., and (3) eligibility for participation in the 401(k) retirement plan and other employee benefits programs generally made available to the Advisers employees.
The restricted shares are currently awarded on a yearly basis under the HSBC Holdings Ltd. Restricted Share Plan 2000 and are denominated in ordinary shares. The shares earn dividend equivalents but do not have voting rights. Generally, the shares vest in full upon the third anniversary of the date of grant as long as the awardee remains in the employ of the HSBC Group during the restricted period. The shares are taxed at vest and treated as ordinary income.
Amounts paid to the portfolio managers as discretionary bonus and as deferred compensation are paid at the discretion of the relevant manager to whom the portfolio manager reports. Amounts paid as discretionary bonuses and as deferred compensation will vary, based upon the relevant managers assessment of the portfolio managers performance, taking into account the relevant business units financial performance during the most recent fiscal year. Key factors affecting decisions concerning discretionary compensation under the deferred compensation plan are the Advisers profitability, individual performance, teamwork and total compensation of the employee relative to the market for similarly qualified individuals.
Potential Conflicts of Interest
Actual or potential conflicts of interest may arise from the fact that the Adviser (which for purposes of this discussion includes AMEU) and the portfolio managers of the Fund have day-to-day management responsibilities with respect to accounts of clients other than the Fund (Other Clients). The Adviser has developed policies and procedures intended to detect, manage and/or mitigate the types of conflicts of interest described below. Although there can be no guarantee that any such policies or procedures will detect each and every situation in which a conflict of interest arises, the Adviser endeavors to ensure that all of its clients are treated fairly.
The Adviser may receive different compensation from Other Clients including clients that may pay the Adviser higher fees, including performance fees. This may create a potential conflict of interest for the Adviser or its portfolio managers by providing an incentive to favor these Other Clients when, for example, allocating securities transactions. The Adviser may have an incentive to allocate securities that are expected to increase in value to these favored clients. Initial public offerings, in particular, are frequently of very limited availability. In order to mitigate these types of conflicts, the Adviser has policies and procedures that provide for the allocation of securities transactions on a pro rata basis among the Advisers clients for whom participation in such transaction is deemed appropriate by the Adviser.
Other potential conflicts with respect to the allocation of trades include the perception that the Adviser may be causing a client to participate in an offering not appropriate for such client so as to increase the Advisers overall allocation of securities in that offering in order to, for example, gain favor with a particular underwriter with whom the Adviser or its affiliates hope to engage in unrelated transactions. A potential conflict of interest also may be perceived to arise if transactions in one account closely follow related transactions in a different account, such as when a purchase increases the value of securities previously purchased by another account or when a sale in one account lowers the sale price received in a sale by a second account. Because the Adviser manages accounts that engage in short sales of securities of the type in which many clients may invest, the Adviser could be seen as harming the performance of certain client accounts (i.e., those clients not engaging in short sale transactions) for the benefit of the accounts engaging in short sales if the short sales cause the market value of the securities to fall. Similarly, the Adviser could be seen as benefiting those accounts that may engage in short sales through the sale of securities held by other clients to the extent that such sales reduce the cost to cover the short positions.
54
The Adviser and its affiliates may at times give advice or take action with respect to accounts that differs from the advice given other accounts. These differences result, from among other things, variations in account characteristics such as size, cash position, tax situation, risk tolerance or investment restrictions. As a result, a particular security may be bought or sold only for certain clients even though it could have been bought or sold for other clients at the same time. Likewise, a particular security may be bought for one or more clients when one or more other clients are selling the security. To the extent that the Adviser does take similar action with respect to different clients, it should be noted that simultaneous portfolio transactions in the same security by multiple clients may tend to decrease the prices received by clients for sales of such securities and increase the prices paid by clients for purchases of such securities. If an order on behalf of more than one account cannot be fully executed under prevailing market conditions, securities may be allocated among the different accounts on a basis that the Adviser considers equitable. Situations may occur where the Fund could be disadvantaged because of the investment activities conducted by the Adviser or its affiliates for other investment accounts.
Employees of the Adviser, including portfolio managers, may engage in personal trading, subject to the Advisers Code of Ethics. In addition to the general conflicts noted above, personal trading by employees may create apparent or actual conflicts to the extent that one or more employees personally benefit or appear to benefit from trading by clients in similar securities. The Advisers Code of Ethics is designed to mitigate these conflicts by requiring, among other things, pre-clearance of certain trades and the reporting of certain types of securities transactions.
Because portfolio managers of the Adviser manage multiple client accounts, portfolio managers may devote unequal time and attention to the portfolio management of client accounts. For example, an apparent conflict could arise if a portfolio manager is perceived to be devoting greater time and attention to an account which pays the Adviser higher fees. Although the Adviser does not specifically track the time and attention each portfolio manager spends on each account he or she manages, the Adviser does closely monitor the performance of all of its clients to ensure, to the extent possible, the portfolio managers have adequate resources to manage effectively all accounts.
THE DISTRIBUTOR
Foreside Distribution Services, L.P., a member of FINRA, whose address is Three Canal Plaza, Suite 100, Portland, ME 04101 serves as distributor to the Fund under a Distribution Agreement with the Trust. Under the terms of the Distribution Agreement, Foreside acts as the agent of the Trust in connection with the continuous offering of shares of the Fund. The Distributor continually distributes shares of the Fund on a best efforts basis. The Distributor is not affiliated with the Adviser, Citi, or any of their affiliates. The Distributor is compensated for its services through the Distribution Services Agreement with the Adviser. The Distributor has no obligation to sell any specific quantity of Fund shares. The Distributor and its officers have no role in determining the investment policies or which securities are to be purchased or sold by the Trust.
Foreside has entered into a Distribution Services Agreement with the Adviser in connection with Foresides services as distributor of the Fund pursuant to which the Adviser undertakes to pay Foreside amounts owed to Foreside under the terms of the Distribution Agreement to the extent that the Fund are not otherwise authorized to make such payments. The payments made by the Adviser to the Distributor do not represent an additional expense to the Fund or its shareholders.
55
Pursuant to the Distribution Plan adopted by the Trust, the Distributor is reimbursed from the Fund monthly for costs and expenses incurred by the Distributor in connection with the distribution of Class A Shares of the Fund and for the provision of certain shareholder services with respect to these Shares. Payments to the Distributor are for various types of activities, including: (1) payments to broker-dealers which advise shareholders regarding the purchase, sale or retention of Class A Shares of the Fund and which provide shareholders with personal services and account maintenance services (service fees), (2) payments to employees of the Distributor, and (3) printing and advertising expenses. Pursuant to the Class A Plan, the amount of the Distributors reimbursement from the Fund may not exceed on an annual basis 0.25% of the average daily net assets of the Fund represented by Class A Shares outstanding during the period for which payment is being made. Salary expenses of Foreside personnel who are responsible for marketing shares of the various series of the Trust may be allocated to such series on the basis of average net assets; travel expenses are allocated to, or divided among, the particular series for which it is incurred. The distribution fees collected from the Fund by Foreside are used to pay commissions for the sale of Fund shares.
The Fund is not liable for distribution and shareholder servicing expenditures made by the Distributor in any given year in excess of the maximum amount payable under the Distribution Plans in that year.
PAYMENTS TO FINANCIAL INTERMEDIARIES
The Adviser and/or its affiliates may, out of their own resources, and without cost to the Fund, provide compensation, which may be significant, to selected financial intermediaries to promote the sale, distribution and/or servicing of shares of the Fund (Payments). These arrangements are sometimes referred to as revenue sharing arrangements. Since these Payments are made out of the resources of the Adviser and/or its affiliates, they do not represent an additional charge to the Fund or its shareholders. Accordingly, these Payments are not reflected in the fee and expense tables in the Prospectus. In addition, these Payments do not change the price paid by investors for the purchase of the Funds shares or the amount the Fund receives as proceeds from such purchases. These Payments are in addition to commissions and 12b-1 fees, shareholder servicing fees and sales charges borne by shareholders.
The Adviser and/or its affiliates make these Payments primarily to compensate financial intermediaries for, among other things: marketing shares of the Fund, which may consist of Payments relating to the inclusion of the Fund on preferred or recommended fund lists or in certain sales programs from time to time sponsored by the financial intermediaries; educational programs; scheduled interactions with the financial intermediaries registered representatives or salespersons, including at conferences or seminars; provision of training and educational programs; marketing support fees for providing assistance in promoting the sale of Fund shares; and/or other specified and relevant services intended to assist in the sale, distribution, and/or servicing of Fund shares. With respect to certain financial intermediaries and related fund supermarket platform arrangements, the Fund and/or the Adviser, rather than the Distributor, typically enter into such agreements. These financial intermediaries may charge a fee for their services. These financial intermediaries may otherwise act as processing agents and are responsible for promptly transmitting purchase, redemption and other requests to the Fund.
In addition, the Adviser and/or its affiliates may, out of their own resources, and without cost to the Fund, make Payments (including through sub-transfer agency and networking arrangements) for sub-accounting, administrative and/or shareholder processing services that are in addition to the transfer agent, shareholder administration, servicing and processing fees paid by the Fund. These Payments may exceed amounts earned on these assets by the Adviser and/or its affiliates for the performance of these or similar services.
56
Generally, the Adviser and/or its affiliates negotiate the amount of Payments on an individual basis with each financial intermediary. In determining the amount of Payments to be made, the Adviser and/or its affiliates may consider a number of factors, including, without limitation, asset mix and length of relationship with the financial intermediary; the size of the customer/shareholder base of the financial intermediary; the manner in which customers of the financial intermediary make investments in the Fund; the nature and scope of services provided by the financial intermediary; and the costs incurred by the financial intermediary in connection with maintaining the infrastructure necessary or desirable to support investments in the Funds along with any other relevant factor that the Fund deems appropriate. Historically, these Payments have generally been structured as a percentage of average net assets attributable to the financial intermediary, but may also be structured as a fixed dollar amount, or a combination of the two, or may be calculated on another appropriate basis. Typically, the annual Payments to a financial intermediary are not expected to exceed 0.15% of a Funds average net assets. The Adviser and/or its affiliates expect to periodically determine the advisability of continuing these Payments.
For the year ended December 31, 2016, the Adviser and/or its affiliates made Payments, relating to 2016, out of their own assets to approximately 18 financial intermediaries, totaling approximately $3.2 million (excluding Payments made through sub-transfer agency and networking arrangements and certain other types of Payments described below), with respect to all funds of the Trust (including the Fund in this SAI). During this time, the Adviser has also made similar payments to its affiliates.
Periodically, and where appropriate, the Adviser and/or its affiliates may enter into similar arrangements with other financial intermediaries. Thus, the number of financial intermediaries that receive Payments is subject to change at any time without notice.
From time to time, and subject to applicable regulations, the Adviser and/or its affiliates may also be involved in cash and non-cash compensation arrangements with financial intermediaries to promote the sale of Fund shares in the form of, for example: occasional gifts; occasional meals, tickets or other entertainment; sales contests and/or promotions; and/or sponsorship support of regional or national events. Subject to applicable FINRA regulations, the Adviser and/or its affiliates may pay costs and expenses associated with these efforts (e.g., travel, lodging, entertainment and meals). Other compensation may also be offered from time to time to the extent not prohibited by applicable federal or state laws or FINRA regulations. This compensation is not included in, and is made in addition to, the Payments described above.
The Adviser and/or its affiliates may be incentivized to make Payments since they promote the sale and retention of Fund shares to clients of the financial intermediaries. When financial intermediaries sell or retain more shares of the Fund, the Adviser and/or its affiliates benefit from the incremental management and other fees paid by the Funds with respect to those assets.
The compensation or reimbursement received by financial intermediaries through commissions, sales charges, fees payable from the Funds, and/or revenue sharing arrangements may be more or less than the overall compensation or reimbursement on similar or other products and may influence your financial intermediary to introduce and recommend the Fund over other similar investment options. In addition, depending on the arrangements in place at any particular time, this compensation or reimbursement creates a conflict of interest for financial intermediaries as they may have a financial incentive for recommending the Fund (or a particular share class of the Fund) over another investment.
Although the Fund may use financial intermediaries that sell Fund shares to effect transactions for the Funds portfolio, the Fund and the Adviser will not consider the sale of Fund shares as a factor when choosing financial intermediaries to effect those transactions.
57
Shareholders may obtain more information about these arrangements, including the conflicts of interests that such arrangements create, from their financial intermediaries and should so inquire if they would like additional information. Shareholders are encouraged to ask their financial intermediary how their respective financial intermediary will be compensated for investments made in the Funds.
Investors who purchase shares through financial intermediaries will be subject to the procedures of those intermediaries through which they purchase shares, which may include charges, investment minimums, cutoff times and other restrictions in addition to, or different from, those listed herein. Information concerning any charges or services will be provided to customers by the financial intermediary through whom they purchase shares. Investors purchasing shares of the Fund through financial intermediaries should acquaint themselves with their financial intermediarys procedures and should read the Prospectus in conjunction with any materials and information provided by their financial intermediary. The financial intermediary, and not its customers, will be the shareholder of record, although costumers may have the right to vote shares depending upon their arrangement with the financial intermediary. The Distributor does not receive compensation from the Fund for its distribution services except the distribution/service fees with respect to the shares of those classes for which a Rule 12b-1 Plan is effective. However, the Adviser pays the Distributor a fee for certain distribution-related services.
SHAREHOLDER SERVICES PLAN
The Trust has adopted a Shareholder Services Plan which provides that the Trust may obtain the services of one or more Shareholder Servicing Agents that shall, as agents for their customers who purchase the Funds Class A Shares perform certain shareholder account, administrative and service functions for such customers, and may enter into agreements providing for the payment of fees for such services. Shareholder Servicing Agents are financial institutions, such as a federal or state-chartered bank, trust company or savings and loan association that, on behalf of their customers, have entered into a shareholder servicing agreement with the Trust. The Shareholder Services Plan continues in effect indefinitely if such continuance is specifically approved at least annually by a vote of both a majority of the Trustees and a majority of the Independent Trustees who have no direct or indirect financial interest in the operation of the Shareholder Services Plan or in any agreement related to such Plan (Qualified Trustees). The Shareholder Services Plan may be terminated at any time by a vote of a majority of the Qualified Trustees or with respect to the Class A Shares by a majority vote of shareholders of that class. The Shareholder Services Plan may not be amended to increase materially the amount of permitted expenses thereunder with respect to the Class A Shares without the approval of a majority of shareholders of that class, and may not be materially amended in any case without a vote of the majority of both the Trustees and the Qualified Trustees. See Shareholder Servicing Agents, below.
ADMINISTRATOR AND SUB-ADMINISTRATOR
Pursuant to an Administration Services Agreement, the Adviser serves as the Trusts administrator (the Administrator), and in that role oversees and coordinates the activities of other service providers, and monitors certain aspects of the Trusts operations. Pursuant to a Sub-Administration Services Agreement (the Master Services Agreement), the Administrator has retained Citi, whose address is 4400 Easton Commons, Suite 200, Columbus, Ohio 43219, as sub-administrator (the Sub-Administrator). Citi served as the administrator (rather than sub-administrator), through June 30, 2006. Management and administrative services of the Administrator and Sub-Administrator include providing office space, equipment and clerical personnel to the Fund and supervising custodial, auditing, valuation, bookkeeping, regulatory and dividend disbursing services.
Pursuant to the Master Services Agreement, Citi provides the Fund with various services, which include sub-administration of the Trust and the Fund. Citis services also include certain regulatory and compliance services, as well as fund accounting services. The Administrator and Citi provide certain persons satisfactory to the Board of Trustees to serve as officers of the Trust. Such officers, as well as certain other employees of the Trust, may be directors, officers or employees of the Administrator, Citi or their affiliates. Citi may waive a portion of its fee.
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The Administration Services Agreement may be terminated upon not more than 60 days written notice by either party. The Administration Services Agreement provides that the Administrator shall not be liable to the Trust except for willful misfeasance, bad faith or negligence in the performance of its duties or by reason of reckless disregard of its obligations and duties under the Agreement. The Master Services Agreement and Sub-Administration Services Agreement provide that Citi shall not be liable to the Trust except for willful misfeasance, bad faith or negligence in the performance of its duties or by reason of reckless disregard of its obligations and duties under the Agreements.
The administration fee primarily consists of an asset-based fee accrued daily and paid monthly at an annual rate of:
| $0-$10 billion | 0.0400% |
| $10 billion - $20 billion | 0.0350% |
| $20 billion - $50 billion | 0.0265% |
| In excess of $50 billion | 0.0245% |
The, the sub-administration fee primarily consists of an asset-based fee payable to Citi by the Administrator on the first business day of each month, or at such times as Citi shall request, at an annual rate of:
| Up to $10 billion | 0.0200% |
| $10 billion - $20 billion | 0.0150% |
| $20 billion - $50 billion | 0.0065% |
| In excess of $50 billion | 0.0045% |
The fee rate and breakpoints are determined on the basis of the aggregate average daily net assets of the HSBC Family of Funds. The total administration fee to be paid to the Administrator is allocated to each of the funds in the fund complex based upon its proportionate share of the aggregate net assets of the fund complex, and then allocated to each class of shares on a class basis.
TRANSFER AGENT
Under a Transfer Agency Services Agreement, Boston Financial Data Services, Inc. acts as transfer agent (Transfer Agent) for the Trust. The Transfer Agent maintains an account for each shareholder of record, performs other transfer agency functions and acts as dividend disbursing agent for the Trust. The principal business address of Boston Financial Data Services, Inc. is 2000 Crown Colony Drive, Quincy, Massachusetts 02169-0953.
CUSTODIAN
Pursuant to a Custodian Agreement, Northern Trust Company, 50 South LaSalle Street, Chicago, Illinois 60603, acts as the custodian (Custodian) of the Funds assets. The Custodians responsibilities include safeguarding and controlling the Funds cash and securities, handling the receipt and delivery of securities, determining income and collecting interest on the Funds investments, maintaining books of original entry for portfolio and fund accounting and other required books and accounts in order to calculate the daily NAV of Shares of the Fund. Securities held for the Fund may be deposited into the Federal Reserve-Treasury Department Book Entry System or the Depository Trust Company. The Custodian does not determine the investment policies of the Fund or decide which securities will be purchased or sold for the Fund. For its services, the Custodian receives such compensation as may from time to time be agreed upon by it and the Trust.
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FUND ACCOUNTING AGENT
Pursuant to the Master Services Agreement, Citi also serves as fund accounting agent to the Fund.
SHAREHOLDER SERVICING AGENTS
The Trust has entered into a shareholder servicing agreement (a Servicing Agreement) with certain Servicing Agents, including the Adviser, pursuant to which the Shareholder Servicing Agent, as agent for its customers, among other things: answers customer inquiries regarding account status and history, the manner in which purchases and redemptions of shares of the Fund may be effected and certain other matters pertaining to the Fund; assists shareholders in designating and changing dividend options, account designations and addresses; provides necessary personnel and facilities to establish and maintain shareholder accounts and records; assists in processing purchase and redemption transactions; arranges for the wiring of funds; transmits and receives funds in connection with customer orders to purchase or redeem Shares; verifies and guarantees shareholder signatures in connection with redemption orders and transfers and changes in shareholder-designated accounts; furnishes (either separately or on an integrated basis with other reports sent to a shareholder by a Shareholder Servicing Agent) monthly and year-end statements and confirmations of purchases and redemptions; transmits, on behalf of the Trust, proxy statements, annual reports, updated prospectuses and other communications from the Trust to the Funds shareholders; receives, tabulates and transmits to the Trust proxies executed by shareholders with respect to meetings of shareholders of the Fund or the Trust; and provides such other related services as the Trust or a shareholder may request. Servicing Agents shall mean both Shareholder Servicing Agents and securities brokers who have entered into a dealer agreement or shareholder serving agreement on behalf of its customers (Securities Brokers). The Fund is authorized to pay a shareholder servicing fee up to 0.25%, on an annual basis, of the Funds average daily net assets attributable to Class A Shares.
The Trust understands that some Shareholder Servicing Agents also may impose certain conditions on their customers, subject to the terms of the Prospectus, in addition to or different from those imposed by the Trust, such as requiring a different minimum initial or subsequent investment, account fees (a fixed amount per transaction processed), compensating balance requirements (a minimum dollar amount a customer must maintain in order to obtain the services offered), or account maintenance fees (a periodic charge based on a percentage of the assets in the account or of the dividends paid on those assets). Each Shareholder Servicing Agent has agreed to transmit to its customers who are holders of Shares appropriate prior written disclosure of any fees that it may charge them directly and to provide written notice at least 30 days prior to the imposition of any transaction fees. Conversely, the Trust understands that certain Shareholder Servicing Agents may credit to the accounts of their customers from whom they are already receiving other fees amounts not exceeding such other fees or the fees received by the Shareholder Servicing Agent from the Fund with respect to those accounts. As of the date of this SAI, the Fund has not commenced operations.
FEDERAL BANKING LAW
The Gramm-Leach-Bliley Act of 1999 repealed certain provisions of the Glass-Steagall Act that had previously restricted the ability of banks and their affiliates to engage in certain mutual fund activities. Nevertheless, HSBC Banks and the Advisers activities remain subject to, and may be limited by, applicable federal banking law and regulations. HSBC Bank and the Adviser believe that they possess the legal authority to perform the services for the Fund contemplated by the Prospectus, this SAI, and the Advisory Contract without violation of applicable statutes and regulations. If future changes in these laws and regulations were to limit the ability of HSBC Bank and the Adviser to perform these services, the Board of Trustees of the Trust would review the relationship with HSBC Bank and the Adviser and consider taking all action necessary in the circumstances, which could include recommending to shareholders the selection of another qualified advisor or, if that course of action appeared impractical, that the Fund be liquidated.
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Entities that are part of banking organizations, such as the Adviser and its affiliates, are subject to extensive government regulation. Government regulation may change frequently and may have significant effects, including limiting the ability of the Adviser and its affiliates from engaging in certain trading activities, which may adversely impact the Fund. For example, the so-called Volcker Rule prohibits the Adviser and its affiliates from engaging in certain trading activities. The Fund may be adversely impacted by this rule if the Adviser or its affiliates own 25% or more of the Funds shares outside of any seeding period permitted by the rule. These restrictions may prevent the Fund from maintaining sufficient seed capital and may cause the Fund to liquidate at the end of the period if the Fund is not able to achieve sufficient scale. Other restrictions, including restrictions on trading and transactions with affiliates, can also apply. Funds that are not managed by entities that are part of banking organizations are not subject to these limitations.
EXPENSES
Except for expenses paid by the Adviser and the Distributor, the Fund bears all the costs of its operations. Expenses attributable to a class (Class Expenses) shall be allocated to that class only. Class Expenses with respect to the Class A Shares, must include payments made pursuant to their respective Distribution Plan and the Shareholder Services Plan. In the event a particular expense is not reasonably allocable by class or to a particular class, it shall be treated as the Fund expense or a Trust expense. Trust expenses directly related to the Fund are charged to the Fund; other expenses are allocated proportionally among all the portfolios of the Trust in relation to the NAV of the portfolios.
DETERMINATION OF NET ASSET VALUE
The NAV of the Fund is determined once each day at the close of trading on the New York Stock Exchange (Exchange), normally at 4 p.m. Eastern Time on days the Exchange is open. The Exchange is generally not open, and the Fund does not price its shares, on most U.S. national holidays and on Good Friday.
General
| ➢ All securities and other investments are valued based on the market quotes from the broadest and most representative market for the securities, or such other methodologies as are set forth below, including prices provided by approved independent pricing services. All valuations are obtained as of the time NAV is calculated on each Fund business day. Any securities and other investments that cannot be priced according to the methodologies set forth below will be valued in accordance with fair valuation methodologies set forth in the Prospectus and applicable guidance on fair valuation. In this regard, if a broker, dealer or market-maker quote is obtained but is reasonably believed not to reflect market value based on all data available (e.g., it is an outlier as compared to other quotes), it may be discarded. |
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Equity securities
| ➢ Exchange-traded,
domestic equity securities are valued at the last sales price on a
national securities exchange (except the NASDAQ Stock Market) or, in the
absence of recorded sales, at the readily available closing bid price on
such exchange. Such securities traded on the NASDAQ Stock Market are
valued at the NASDAQ Official Closing Price on the date of
valuation. | |
| ➢ Domestic equity
securities that are not traded on an exchange are valued at the quoted bid
price in the over-the-counter market. | |
| ➢ Exchange traded,
foreign equity securities are valued in the appropriate currency at the
last quoted sale price. | |
| ➢ Foreign equity
securities that are not exchange traded are valued in the appropriate
currency at the average of the quoted bid and asked prices in the
over-the-counter market. | |
| ➢ Participation notes (also known as P-notes) are valued by taking
the last sales price of the underlying security on its primary exchange.
In the absence of a recorded sale on the underlying security, the readily
available closing bid price on such exchange will be used. If no sale is
available because the country is on holiday, the previous days quoted
sales price would be utilized. All local prices will be converted to U.S.
dollar using the foreign currency exchange rate as of the close of regular
trading on the New York Stock Exchange (usually 4 p.m. EST).
| |
| ➢ Rights
and Warrants are valued at the last sales price on a national securities
exchange. If these instruments are not scheduled to trade for a certain
period, they are generally valued intrinsically based on the terms of the
issuance and the price of the underlying security. The time value of the
warrants may also be considered by the Advisor.
| |
| ➢ Initial Public Offerings (IPOs) are typically priced using corresponding approved independent pricing services for equity securities. In instances where there is a time lag between the IPO and the commencement of public trading of the security there may be no vendor price available. In these instances, the purchase price may be utilized; if the purchase price is not confirmed, the bid price may be utilized. |
Convertible Securities
| ➢ Convertible securities are valued at the bid price as of the time net asset value is determined by an approved independent pricing service, based on market transactions for normal, institutional-size trading units of similar securities, as well as yield, quality, coupon rate, maturity, type of issue, trading characteristics and other market data, without exclusive reliance on quoted prices on an exchange or over-the-counter prices. If no current day bid price is available then they will be priced either using the last quoted sales price or most recent bid price. |
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Debt Securities
| ➢ Debt securities are valued at the bid, as of the
time net asset value is determined, by an approved independent pricing
service, based upon market transactions for normal, institutional-size
trading units of similar securities, as well as yield, quality, coupon
rate, maturity, callability or prepayment option, type and size of issue,
trading characteristics and other market data, without exclusive reliance
on quoted prices on an exchange or over-the-counter prices.
| |
| ➢ Debt securities with remaining maturities of 60 days or less may be valued at amortized cost unless it is determined that amortized cost does not represent fair value (e.g., securities that are not expected to mature at par). Issuer-specific and market-based considerations will be taken into account to determine whether amortized cost represents fair value. Debt securities with remaining maturities of 60 days or less that are not valued based on amortized cost are valued based on prices provided by independent pricing services based on the services proprietary pricing models. |
Registered investment companies (including ETFs)
| ➢ Shares of
exchange traded and closed-end registered investment companies are valued
in the same manner as other equity securities. | |
| ➢ Mutual funds are valued at their NAVs, as reported to the investment adviser or its agent. |
Foreign currencies
| ➢ Foreign
currencies are valued at the last quoted foreign exchange bid quotation
against the U.S. dollar from an approved independent pricing service.
| |
| ➢ The value of Fund assets and liabilities denominated in currencies other than the U.S. dollar are translated into their U.S. dollar equivalent values at such last foreign exchange bid quotation. |
Repurchase Agreements
| ➢ Repurchase agreements are valued at original cost. |
Swaps
| ➢ Swap
agreements are valued by an approved independent pricing service:
| |
| ➢ if a
price is not available from an approved independent pricing service, they
are valued based upon quotations obtained from broker-dealers or market
makers. | |
| ➢ If prices
are available from two or more dealers, brokers or market makers, the
value shall be the mean of the quotations obtained from these sources.
| |
| ➢ If prices are available from only one dealer, broker or market maker, the value shall be the quotation provided. |
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| ➢ In the absence of a valuation or if the valuation is deemed unreliable, they are valued at the price at which the counterparty would settle or repurchase the instrument. |
Options and Other Derivatives
| ➢ Options
and other derivative contracts (other than swaps as set forth above) on
securities, currencies and other financial instruments traded in the OTC
market are valued at prices provided by an approved independent pricing
service | |
| ➢ If prices
are available from two or more dealers, brokers or market makers, the
value shall be the mean of the quotations obtained from these sources.
| |
| ➢ In the absence of such a value, such derivatives contracts are valued at the marked to-market price (or the evaluated price if a marked-to-market price is not available) provided by the broker-dealer with which the option was traded (which may also be the counterparty). |
Exchange-Traded Options
| ➢ Exchange-Traded options are valued at the closing price or last sale price on the primary instrument for that option as recorded by an approved independent pricing service. |
Foreign Currency Forward Contracts
| ➢ Foreign currency forward contracts are valued by an approved independent pricing service at the current day's interpolated foreign exchange rate, as calculated using the current day's spot rate and the prevailing forward rates, and converted to U.S. dollars at the exchange rate of such currencies against the U.S. dollar, as of the close of regular trading on the New York Stock Exchange (usually 4:00 p.m. Eastern time). |
Futures Contracts
| ➢ Futures contracts are valued at their settlement price on the exchange on which they are traded. |
Interest income on long-term obligations in the Funds portfolio is determined on the basis of interest accrued plus amortization of original issue discount (generally, the difference between issue price and stated redemption price at maturity) and premiums (generally, the excess of purchase price over stated redemption price at maturity). Interest income on short-term obligations is determined on the basis of interest accrued plus amortization of premium.
The accounting records of a Fund are maintained in U.S. dollars. The market value of investment securities, other assets and liabilities and forward contracts denominated in foreign currencies are translated into U.S. dollars at the prevailing exchange rates at the end of the period. Purchases and sales of securities, income receipts, and expense payments are translated at the exchange rate prevailing on the respective dates of such transactions. Reported net realized gains and losses on foreign currency transactions represent net gains and losses from sales and maturities of forward currency contracts, disposition of foreign currencies, currency gains and losses realized between the trade and settlement dates on securities transactions and the difference between the amount of net investment income accrued and the U.S. dollar amount actually received.
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The problems inherent in making a good faith determination of value are recognized in the codification effected by SEC Financial Reporting Release No. 1 (FRR 1 (formerly Accounting Series Release No. 113)) which concludes that there is no automatic formula for calculating the value of restricted securities. It recommends that the best method simply is to consider all relevant factors before making any calculation. According to FRR 1 such factors would include consideration of the type of security involved, financial statements, cost at date of purchase, size of holding, discount from market value of unrestricted securities of the same class at the time of purchase, special reports prepared by analysts, information as to any transactions or offers with respect to the security, existence of merger proposals or tender offers affecting the security, price and extent of public trading in similar securities of the issuer or comparable companies, and other relevant matters.
To the extent that the Fund purchases securities that are restricted as to resale or for which current market quotations are not available, the Adviser will value such securities based upon all relevant factors as outlined in FRR 1.
Subject to the Trusts compliance with applicable regulations, the Trust on behalf of the Fund has reserved the right to pay the redemption or repurchase price of shares, either totally or partially, by a distribution in-kind of portfolio securities (instead of cash), as applicable. The securities so distributed would be valued at the same amount as that assigned to them in calculating the NAV for the shares being sold. If a shareholder received a distribution in-kind, the shareholder could incur brokerage or other charges in converting the securities to cash.
PURCHASE OF SHARES
Shares may be purchased through the Fund, Shareholder Servicing Agents or Securities Brokers. Shares may be purchased at their NAV next determined after an order is transmitted to and accepted by the Transfer Agent or is received by a Shareholder Servicing Agent or a Securities Broker if it is transmitted to and accepted by the Transfer Agent. Purchases are effected on the same day the purchase order is received by the Transfer Agent provided such order is received prior to 4:00 p.m., New York time, on any day in which regular trading occurs on the New York Stock Exchange, except on certain non-U.S. holidays as described above (Fund Business Day). Each Shareholder Servicing Agent or Securities Broker is responsible for and required to promptly forward orders for shares to the Transfer Agent.
All purchase payments are invested in full and fractional Shares. The Trust reserves the right to cease offering Shares for sale at any time or to reject any order for the purchase of Shares.
An investor may purchase Shares through the Fund directly or by authorizing his Shareholder Servicing Agent or Securities Broker to purchase such Shares on his behalf through the Transfer Agent.
Certain clients of the Adviser whose assets would be eligible for purchase by the Fund may purchase shares of the Trust with such assets. Assets purchased by the Fund will be subject to valuation and other procedures by the Board of Trustees.
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The following information supplements and should be read in conjunction with the sections in the Funds Prospectus entitled Purchasing and Adding to Your Shares and Distribution Arrangements/Sales Charges. The Prospectus contains a general description of how investors may buy shares of the Fund and states whether the Fund offers more than one class of shares. Class A Shares are generally sold with a sales charge payable at the time of purchase.
When purchasing Fund shares, you must specify which Class is being purchased.
Shares of the Fund are offered on a continuous basis at NAV, plus any applicable sales charge, by the Distributor as an investment vehicle for institutions, corporations, fiduciaries and individuals.
The sales load on Class A Shares does not apply in any instance to reinvested dividends or distributions.
From time to time, dealers who receive dealer discounts and broker commissions from the Distributor may reallow all or a portion of such dealer discounts and broker commissions to other dealers or brokers. Dealers may not use sales of the Funds Shares to qualify for the compensation to the extent such may be prohibited by the laws of any state or any self-regulatory agency, such as FINRA. None of the aforementioned compensation is paid for by the Fund or its shareholders.
Stock certificates will not be issued with respect to the shares. The Transfer Agent shall keep accounts upon the book of the Trust for record holders of such shares.
EXCHANGE PRIVILEGE
By contacting the Transfer Agent or his Shareholder Servicing Agent or his Securities Broker, a shareholder of the Fund may exchange some or all of his Shares for shares of a corresponding class of one or more of the HSBC Funds. By contacting the Transfer Agent or his Shareholder Servicing Agent or his Securities Broker, a shareholder of the Class A Shares may be exchanged without a sales charge at NAV for Shares of the same class offered with the same or lower sales charge by any of the Trusts other Funds. Class I Shares may be exchanged for Shares of the same class offered with the same or lower sales charge by any of the Trusts other Funds at NAV without a front-end sales charge provided that the amount to be exchanged meets the applicable minimum investment requirements. Exchanges for Shares with a higher sales charge may be made upon payment of the sales charge differential.
An investor will receive Class A Shares of the Fund in exchange for Class A Shares of other HSBC Funds, unless the investor is eligible to receive Class D Shares of the Money Market Funds, in which case the investor will receive Class D Shares of a Money Market Fund in exchange for Class A Shares of an HSBC Fund. An exchange may result in a change in the number of Shares held, but not in the value of such Shares immediately after the exchange. Each exchange involves the redemption of the Shares to be exchanged and the purchase of the shares of the other HSBC Funds, which may produce a gain or loss for tax purposes.
The exchange privilege (or any aspect of it) may be changed or discontinued upon 60 days written notice to shareholders and is available only to shareholders in states in which such exchanges may be legally made. A shareholder considering an exchange should obtain and read the prospectus of the other HSBC Funds and consider the differences in investment objectives and policies before making any exchange.
An exchange is considered a sale of shares and may result in a capital gain or loss for federal income tax purposes. A Shareholder wishing to exchange his or her Shares may do so by contacting the Trust at 800-782-8183, by contacting his or her broker-dealer or by providing written instruction to the Trust.
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IN-KIND PURCHASES
The Trust, in its discretion, may permit purchases of Fund shares by means of in-kind contributions of portfolio securities under certain circumstances. An in-kind contribution must be made in the form of securities that are permissible investments for the Fund as described in the Prospectus. In connection with an in-kind securities purchase, the Fund will require, among other things, that the securities be valued in the same manner as they would be valued for purposes of computing the Funds NAV; that the Fund receive satisfactory assurances that they will have good and marketable title to the securities received by them; and that the securities be in proper form for transfer to the Fund. In addition, the Fund generally will not accept securities of any issuer unless they are liquid, have a readily ascertainable market value, and are not subject to restrictions on resale.
The Fund will not be liable for any brokerage commission or fee (except for customary transfer fees) in connection with an in-kind purchase of Fund shares. Your broker may impose a fee in connection with processing your in-kind purchase of Fund shares. An investor contemplating an in-kind purchase of Fund shares should consult his or her tax adviser to determine the tax consequences under Federal and state law of making such a purchase.
AUTOMATIC INVESTMENT PLAN
The Trust offers a plan for regularly investing specified dollar amounts ($25.00 minimum in monthly, quarterly, semi-annual or annual intervals) in the Fund. If an Automatic Investment Plan is selected, subsequent investments will be automatic and will continue until such time as the Trust and the investors bank are notified in writing to discontinue further investments. Due to the varying procedures to prepare, process and forward the bank withdrawal information to the Trust, there may be a delay between the time of bank withdrawal and the time the money reaches the Fund. The investment in the Fund will be made at the NAV per share determined on the Fund Business Day that both the check and the bank withdrawal data are received in required form by the Transfer Agent. Further information about the Automatic Investment Plan may be obtained from Citi at the telephone number listed on the front cover.
For further information on how to purchase Shares, an investor should contact the Fund directly at HSBC Funds, PO Box 8106, Boston, MA 02266-8106 or by calling 1-800-782-8183.
PURCHASES THROUGH A SHAREHOLDER SERVICING AGENT OR A SECURITIES BROKER
Shares are being offered to the public, to customers of a Shareholder Servicing Agent and to customers of a Securities Broker. Shareholder Servicing Agents and Securities Brokers may offer services to their customers, including specialized procedures for the purchase and redemption of Shares, such as pre-authorized or automatic purchase and redemption programs. Each Shareholder Servicing Agent and Securities Broker may establish its own terms, conditions and charges, including limitations on the amounts of transactions, with respect to such services. Charges for these services may include fixed annual fees, account maintenance fees and minimum account balance requirements. The effect of any such fees will be to reduce the net return on the investment of customers of that Shareholder Servicing Agent or Securities Broker. Conversely, certain Servicing Agents may (although they are not required by the Trust to do so) credit to the accounts of their customers from whom they are already receiving other fees amounts not exceeding such other fees or the fees received by the Servicing Agent and Securities Broker from the Fund, which will have the effect of increasing the net return on the investment of such customers of those Servicing Agents and Securities Brokers.
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Shareholder Servicing Agents and Securities Brokers may transmit purchase payments on behalf of their customers by wire directly to the Funds custodian bank by following the procedures described above.
For further information on how to direct a Securities Broker or a Shareholder Servicing Agent to purchase Shares, an investor should contact his Securities Broker or his Shareholder Servicing Agent.
SALES CHARGES
CLASS A SHARES
The public offering price of the Class A Shares of the Fund equals NAV plus the applicable sales charge. The Distributor receives this sales charge and may reallow it as dealer discounts and brokerage commissions as follows:
| Sales Charges as a | ||
| Size of Transaction at Offering | Percentage of Offering | Percentage of Net |
| Price | Price | Amount Invested |
| Less than $50,000 | 5.00% | 5.26% |
| $50,000 but less than $100,000 | 4.50% | 4.71% |
| $100,000 but less than $250,000 | 3.75% | 3.90% |
| $250,000 but less than $500,000 | 2.50% | 2.56% |
| $500,000 but less than $1,000,000 | 2.00% | 2.04% |
| $1,000,000 and over | None | None |
SALES CHARGE WAIVERS
The Fund may waive sales charges for the purchase of Class A Shares of the Fund by or on behalf of: (1) purchasers for whom HSBC or one of its affiliates acts in a fiduciary, advisory, custodial or similar capacity, (2) employees and retired employees (including spouses, children and parents of employees and retired employees) of HSBC, and any affiliates thereof, (3) Trustees of the Trust, (4) directors and retired directors (including spouses and children of directors and retired directors) of HSBC and any affiliates thereof, (5) purchasers who use proceeds from an account for which HSBC or one of its affiliates acts in a fiduciary, advisory, custodial or similar capacity, to purchase Class A Shares of the Fund, (6) brokers, dealers and agents who have a sales agreement with the Distributor, and their employees (and the immediate family members of such individuals), (7) investment advisers or financial planners that have entered into an agreement with the Distributor and that place trades for their own accounts or the accounts of eligible clients and that charge a fee for their services, and clients of such investment advisers or financial planners who place trades for their own accounts if such accounts are linked to the master account of the investment adviser or financial planner on the books and records of a broker or agent that has entered into an agreement with the Distributor, (8) orders placed on behalf of other investment companies distributed by Foreside or its affiliated companies, and (9) shares purchased by tax-qualified employee benefit plans. The Fund may also waive sales charges for the purchase of Class A Shares that were subject to a sales charge or sales charges for the purchase of the Fund Class A Shares with the proceeds from the recent redemption of Class B Shares. The purchase must be made within 60 days of the redemption, and the Transfer Agent must be notified in writing by the investor, or by his or her financial institution, at the time the purchase is made. A copy of the investors account statement showing such redemption must accompany such notice. To receive a sales charge waiver in conjunction with any of the above categories, shareholders must, at the time of purchase, give the Transfer Agent sufficient information to permit confirmation of qualification.
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CONCURRENT PURCHASES
For purposes of qualifying for a lower sales charge, investors have the privilege of combining concurrent purchases of Class A Shares of any fund in the HSBC Family of Funds. For example, if a shareholder concurrently purchases Class A Shares in one of the Funds of the Trust sold with a sales charge at the total public offering price of $25,000 and Class A Shares in another Fund sold with a sales charge at the total public offering price of $75,000, the sales charge would be that applicable to a $100,000 purchase as shown in the appropriate table above. The investors concurrent purchases described above shall include the combined purchases of the investor, the investors spouse and children under the age of 21 and the purchasers retirement plan accounts. To receive the applicable public offering price pursuant to this privilege, shareholders must, at the time of purchase, give the Transfer Agent sufficient information to permit confirmation of qualification. This privilege, however, may be modified or eliminated at any time or from time to time by the Trust without notice.
LETTER OF INTENT
An investor may obtain a reduced sales charge by means of a written Letter of Intent, which expresses the intention of such investor to purchase Class A Shares of the Fund at a designated total public offering price within a designated 13-month period. Each purchase of Class A Shares under a Letter of Intent will be made at the NAV plus the sales charge applicable at the time of such purchase to a single transaction of the total dollar amount indicated in the Letter of Intent (the Applicable Sales Charge). A Letter of Intent may include purchases of Class A Shares made not more than 90 days prior to the date such investor signs a Letter of Intent; however, the 13-month period during which the Letter of Intent is in effect will begin on the date of the earliest purchase to be included. An investor will receive as a credit against his/her purchase(s) of Class A Shares during this 90-day period at the end of the 13-month period, the difference, if any, between the sales load paid on previous purchases qualifying under the Letter of Intent and the Applicable Sales Charge.
A Letter of Intent is not a binding obligation upon the investor to purchase the full amount indicated. The minimum initial investment under a Letter of Intent is 5% of such amount. Class A Shares purchased with the first 5% of such amount will be held in escrow (while remaining registered in the name of the investor) to secure payment of the higher sales charge applicable to the Class A Shares actually purchased if the full amount indicated is not purchased, and such escrowed Class A Shares will be involuntarily redeemed to pay the additional sales charge, if necessary. Dividends on escrowed Class A Shares, whether paid in cash or reinvested in additional Class A Shares, are not subject to escrow. The escrowed Class A Shares will not be available for disposal by the investor until all purchases pursuant to the Letter of Intent have been made or the higher sales charge has been paid. When the full amount indicated has been purchased, the escrow will be released. To the extent that an investor purchases more than the dollar amount indicated in the Letter of Intent and qualifies for a further reduced sales charge, the sales charge will be adjusted for the entire amount purchased at the end of the 13-month period. The difference in sales charge will be used to purchase additional Class A Shares of the Fund at the then-current public offering price subject to the rate of sales charge applicable to the actual amount of the aggregate purchases. For further information about Letters of Intent, interested investors should contact the Trust at 1-800-782-8183. This program, however, may be modified or eliminated at any time or from time to time by the Trust without notice.
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RIGHT OF ACCUMULATION
Pursuant to the right of accumulation, investors are permitted to purchase Class A Shares of the Fund at the public offering price applicable to the total of: (a) the total public offering price of the Class A Shares of the Fund then being purchased; plus (b) an amount equal to the then-current NAV of the purchasers combined holdings of the Class A Shares of the Fund that were subject to a sales charge, and any Class B Shares and/or Class C Shares held. Class A Shares sold to purchasers for whom HSBC or one of its affiliates acts in a fiduciary, advisory, custodial (other than retirement accounts), agency, or similar capacity are not presently subject to a sales charge. The purchasers combined holdings described above shall include the combined holdings of the purchaser, the purchasers spouse and children under the age of 21 and the purchasers retirement plan accounts. To receive the applicable public offering price pursuant to the right of accumulation, shareholders must, at the time of purchase, give the Transfer Agent sufficient information to permit confirmation of qualification. This right of accumulation, however, may be modified or eliminated at any time or from time to time by the Trust without notice.
REDEMPTION OF SHARES
A shareholder may redeem all or any portion of the shares in his account at any time at the NAV next determined after a redemption order in good order is furnished by the shareholder to the Transfer Agent, with respect to shares purchased directly through the Fund, or to his Securities Broker or his Shareholder Servicing Agent, and is transmitted to and received by the Transfer Agent. Shares may be redeemed without charge and are effected on the same day the redemption order is received by the Transfer Agent provided such order is received prior to the close of trading on the Exchange, on any Fund Business Day. See Determination of Net Asset Value above. Shares redeemed earn dividends up to and including the day prior to the day the redemption is effected.
The proceeds of a redemption are normally paid from the Fund in U.S. dollars within a week following the date on which the redemption is effected. The Fund may suspend the right of redemption and postpone for more than seven days the date of payment upon redemption: (i) during periods when the Exchange is closed other than for weekends and certain holidays or when trading on such Exchange is restricted; (ii) during periods in which, as a result of emergency, disposal, or evaluation of the NAV of the portfolio securities is not reasonably practicable; or (iii) for such other periods as the SEC may permit. To be in a position to eliminate excessive expenses, the Trust reserves the right to redeem upon not less than 30 days notice all shares in an account which has a value below $50, provided that such involuntary redemptions will not result from fluctuations in the value of Fund shares. A shareholder will be allowed to make additional investments prior to the date fixed for redemption to avoid liquidation of the account.
Unless shares have been purchased directly from the Fund, a shareholder may redeem shares only by authorizing his Securities Broker, if applicable, or his Shareholder Servicing Agent to redeem such Shares on his behalf (since the account and records of such a shareholder are established and maintained by his Securities Broker or his Shareholder Servicing Agent). For further information as to how to direct a Securities Broker or a Shareholder Servicing Agent to redeem shares, a shareholder should contact his Securities Broker or his Shareholder Servicing Agent.
The Board of Trustees of the Trust has adopted Redemption-in-Kind Procedures that provide that redemptions by affiliated shareholders may be satisfied by the distribution of portfolio securities in-kind, reflecting the shareholders proportionate interest in the relevant Fund, subject to certain adjustments. The Board of Trustees, including a majority of the Trustees who are not interested persons of the Trust, is required under the Procedures to determine no less frequently than quarterly that all redemptions-in-kind to affiliated shareholders made during the preceding quarter (if any) (a) were effected in accordance with the procedures; (b) did not favor the affiliated shareholder to the detriment of any other shareholder; and (c) were in the best interests of the distributing Fund.
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Redemption proceeds are generally paid in cash, but the Fund reserves the right to pay all or part of any redemption proceeds in-kind. However, the Fund has made an election pursuant to Rule 18f-1 under the 1940 Act to redeem shares of the Fund solely in cash up to the lesser of $250,000 or 1.00% of the NAV of the Fund during any 90-day period for any one shareholder. The Fund reserves the right to pay all or part of other redemptions by a distribution of portfolio securities in kind from the applicable Funds portfolio. The securities distributed in kind would be valued at the same value as that assigned to them in calculating the NAV of the shares being redeemed. In the event a shareholder receives an in-kind distribution of portfolio securities, it would be the responsibility of the shareholder to dispose of the securities. The shareholder would be subject to the risks that the value of the securities would decline prior to their sale, that it would be difficult to sell the securities, and that brokerage fees could be incurred.
SYSTEMATIC WITHDRAWAL PLAN
Any shareholder who owns shares with an aggregate value of $10,000 or more may establish a Systematic Withdrawal Plan under which he redeems at NAV the number of full and fractional shares that will produce the monthly, quarterly, semi-annual or annual payments specified (minimum $50.00 per payment). Depending on the amounts withdrawn, systematic withdrawals may deplete the investors principal. Investors contemplating participation in this Systematic Withdrawal Plan should consult their tax advisers. No additional charge to the shareholder is made for this service.
REDEMPTION OF SHARES PURCHASED DIRECTLY THROUGH THE FUND
Redemption by Letter. Redemptions may be made by letter to the Transfer Agent specifying the dollar amount or number of shares to be redeemed, account number and the Fund. The letter must be signed in exactly the same way the account is registered (if there is more than one owner of the Shares, all must sign). In connection with a written redemption request, all signatures of all registered owners or authorized parties must be guaranteed by an Eligible Guarantor Institution, which includes a domestic bank, broker, dealer, credit union, national securities exchange, registered securities association, clearing agency or savings association. The Funds transfer agent, however, may reject redemption instructions if the guarantor is neither a member nor a participant in a signature guarantee program (currently known as STAMP, SEMP, or NYSE MSP). Corporations, partnerships, trusts or other legal entities may be required to submit additional documentation.
Redemption by Wire or Telephone. An investor may redeem shares of the Fund by wire or by telephone if he has checked the appropriate box on the Purchase Application or has filed a Telephone Authorization Form with the Trust. These redemptions may be paid from the applicable Fund by wire or by check. The Trust reserves the right to refuse telephone wire redemptions and may limit the amount involved or the number of telephone redemptions. The telephone redemption procedure may be modified or discontinued at any time by the Trust. Instructions for wire redemptions are set forth in the Purchase Application. The Trust employs reasonable procedures to confirm that instructions communicated by telephone are genuine. For instance, the following information must be verified by the shareholder or securities broker at the time a request for a telephone redemption is effected: (1) shareholders account number; (2) shareholders social security number; and (3) name and account number of shareholders designated securities broker or bank. If the Trust fails to follow these or other established procedures, it may be liable for any losses due to unauthorized or fraudulent instructions.
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RETIREMENT PLANS
Shares of the Fund are offered in connection with tax-deferred retirement plans. Application forms and further information about these plans, including applicable fees, are available from the Trust or the Sponsor upon request. The tax law governing tax-deferred retirement plans is complex and changes frequently. Before investing in the Fund through one or more of these plans, an investor should consult his or her tax adviser.
INDIVIDUAL RETIREMENT ACCOUNTS (IRAs)
Shares of the Fund may be used as a funding medium for an IRA. An Internal Revenue Service-approved IRA plan may be available from an investors Servicing Agent. In any event, such a plan is available from the Sponsor naming Citi as custodian. The minimum initial investment for an IRA is $250; the minimum subsequent investment is $100. In general, IRAs are available to individuals who receive compensation or earned income and their spouses whether or not they are active participants in a tax-qualified or Government-approved retirement plan. In general, an IRA contribution by an individual who participates, or whose spouse participates, in a tax-qualified or Government-approved retirement plan may not be deductible, in whole or in part, depending upon the individuals income. Individuals also may establish an IRA to receive a rollover contribution of distributions from another IRA or a qualified plan. Tax advice should be obtained before planning a rollover or determining contribution limits.
DEFINED CONTRIBUTION PLANS
Investors who are self-employed may purchase shares of the Fund for retirement plans for self-employed persons that are known as defined contribution plans (formerly Keogh or H.R. 10 Plans). HSBC offers a prototype plan for money purchase and profit sharing defined contribution plans. The rules governing these plans are complex, and a tax adviser should be consulted.
SECTION 457 PLAN, 401(K) PLAN, 403(B) PLAN
The Fund may be used as investment vehicles for certain deferred compensation plans provided for by Section 457 of the Code with respect to service for state governments, local governments, rural electric cooperatives and political subdivisions, agencies, instrumentalities, tax-exempt organizations and certain affiliates of such entities. The Fund may also be used as investment vehicles for both 401(k) plans and 403(b) plans.
DIVIDENDS AND DISTRIBUTIONS
Generally, the Funds net investment income consists of the interest and dividend income it earns, less expenses. In computing interest income, premiums are not amortized nor are discounts accrued on long-term debt securities in the Fund, except as required for federal income tax purposes. The Funds net realized capital gains, if any, are distributed to shareholders annually. Additional distributions are also made to the Funds shareholders to the extent necessary to avoid application of the 4% non-deductible federal excise tax on certain undistributed income and net capital gains of regulated investment companies. Shares begin accruing dividends on the day they are purchased.
Dividends are distributed annually. Unless a shareholder elects to receive dividends in cash (subject to the policies of the shareholders Shareholder Servicing Agent or Securities Broker), dividends are distributed in the form of additional full and fractional shares of the Fund.
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Dividends substantially equal to the Funds net investment income earned during the month are distributed in that month to the Funds shareholders of record.
Unless a shareholder elects to receive dividends in cash (subject to the policies of the shareholders Shareholder Servicing Agent or Securities Broker), dividends are distributed in the form of additional full and fractional shares of the Fund.
DESCRIPTION OF SHARES, VOTING RIGHTS, AND LIABILITIES
The Trusts Agreement and Declaration of Trust permits the Trustees to issue an unlimited number of full and fractional shares of beneficial interest (par value $0.001 per share) and to divide or combine the shares into a greater or lesser number of shares without thereby materially changing the proportionate beneficial interests in the Trust. Currently, the Trust has 21 series of shares, each of which constitutes a separately managed Fund. The Trust reserves the right to create additional series of shares. Currently, the Fund issues separate classes of shares as described under General Information.
Subject to the distinctions permitted among classes of the Trust or any series as established by the Trustees consistent with the requirements of the 1940 Act, each share of the Trust or any series shall represent an equal beneficial interest in the net assets of the Trust or such series, and each shareholder of the Trust or any series shall be entitled to receive such shareholders pro rata share of distributions of income and capital gains, if any, made with respect to the Trust or such series. Upon redemption of the shares of any series, the applicable shareholder shall be paid solely out of the funds and property of such series of the Trust. Except as otherwise provided by the Trustees, shareholders shall have no preemptive or other right to subscribe to any additional shares or other securities issued by the Trust.
The Trustees may require shareholders to redeem shares for any reason under terms set by the Trustees. When issued, shares are fully paid and non-assessable. The Trustees may, however, cause shareholders, or shareholders of a particular series or class, to pay certain transfer agency, servicing or similar agent charges 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.
Shareholders are entitled to one vote for each share held on matters on which they are entitled to vote (and a proportionate fractional vote for each fraction of a share). The Trust is not required and has no current intention to hold annual meetings of shareholders, although the Trust will hold special meetings of Fund shareholders when in the judgment of the Trustees of the Trust it is necessary or desirable to submit matters for a shareholder vote or as otherwise required by the 1940 Act or other applicable federal law. It is not anticipated that the Trust will hold shareholders meetings unless required by law or its Agreement and Declaration of Trust or By-Laws. On any matters submitted to a vote of the shareholders, all shares of the Trust then entitled to vote shall be voted in aggregate, except: (i) when required by the 1940 Act, shares shall be voted by individual series or class; (ii) when the matter involves any action that the Trustees have determined will affect only the interests of one or more series, then only shareholders of such series shall be entitled to vote thereon; and (iii) when the matter involves any action that the Trustees have determined will affect only the interests of one or more classes, then only the shareholders of such class or classes shall be entitled to vote thereon. Accordingly, shareholders of each series generally vote separately, for example, to approve investment advisory contracts or changes in fundamental investment policies or restrictions, but shareholders of all series may vote together to the extent required under the 1940 Act, such as in the election or selection of Trustees, principal underwriters and accountants for the Trust. Under certain circumstances, the shareholders of one or more series could control the outcome of these votes.
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Shares of each class of a series represent an equal pro rata interest in such series and, generally, have identical voting, dividend, liquidation, and other rights, preferences, powers, terms and conditions, except that: (i) each class shall have a different designation; (ii) each class of shares shall bear any class expenses; and (iii) each class shall have separate voting rights on any matter submitted to shareholders in which the interests of one class differ from the interests of any other class. Upon liquidation or dissolution of the Fund, shareholders of the Fund would generally be entitled to share pro rata in the net assets of the Funds available for distribution to shareholders.
The shareholders of the Fund have the power to vote only: (i) for the election or removal of Trustees as and to the extent provided in the Trusts Agreement and Declaration of Trust; (ii) with respect to such additional matters relating to the Trust as may be required by federal law including the 1940 Act, or any registration of the Trust with the SEC (or any successor agency) or any state; and (iii) as the Trustees may otherwise consider necessary or desirable in their sole discretion.
The Trust is an entity of the type commonly known as a Delaware statutory trust. Under Delaware law and the Trusts Agreement and Declaration of Trust, shareholders are entitled to the same limitation of personal liability extended to shareholders of corporations organized under Delaware law. Therefore, shareholders generally will not be subject to personal liability for Fund obligations. The risk that a shareholder will incur personal liability for Fund obligations is limited to the circumstances in which a state court may not apply Delaware law or the terms of the Trusts Agreement and Declaration of Trust.
OWNERSHIP OF THE FUND
As of the date of this SAI, the Fund has not commenced operations, therefore there are no shareholders of the Fund.
TAXATION
Set forth below is a discussion of certain U.S. federal income tax issues concerning the Fund and the purchase, ownership, and disposition of Fund shares. This discussion does not purport to be complete or to deal with all aspects of federal income taxation that may be relevant to shareholders in light of their particular circumstances. This discussion is based upon present provisions of the Code, the regulations promulgated thereunder, and judicial and administrative ruling authorities, all of which are subject to change, which change may be retroactive. Prospective investors should consult their own tax adviser with regard to the federal tax consequences of the purchase, ownership, or disposition of Fund shares, as well as the tax consequences arising under the laws of any state, foreign country, or other taxing jurisdiction.
TAX STATUS OF THE FUND
The Fund intends to be taxed as a regulated investment company under Subchapter M of the Code. Accordingly, the Fund must, among other things: (a) derive in each taxable year at least 90% of its gross income from dividends, interest, payments with respect to certain securities loans, and gains from the sale or other disposition of stock, securities, foreign currencies, net income derived from an interest in a qualified publicly traded partnership or other income derived with respect to its business of investing in such stock, securities or currencies; and (b) diversify its holdings so that, at the end of each fiscal quarter, (i) at least 50% of the value of the Funds total assets is represented by cash and cash items, U.S. Government securities, the securities of other regulated investment companies and other securities, with such other securities limited, in respect of any one issuer, to an amount not greater than 5% of the value of the Funds total assets and 10% of the outstanding voting securities of such issuer, and (ii) not more than 25% of the value of its total assets is invested in the securities of any one issuer (other than U.S. Government securities and the securities of other regulated investment companies), in two or more issuers that the Fund controls and which are engaged in the same or similar trades or businesses or of one or more qualified publicly traded partnerships.
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If for any taxable year the Fund does not qualify for federal tax treatment as a regulated investment company, all of the Funds net taxable investment income would (unless certain cure provisions apply) be subject to federal and, potentially, state income tax at regular corporate rates without any deduction for distributions to its shareholders. In such event, dividend distributions (including amounts derived from interest on municipal securities) would be taxable to the Funds shareholders to the extent of the Funds current and accumulated earnings and profits.
As a regulated investment company, the Fund generally is not subject to U.S. federal income tax on income and gains that it distributes to shareholders, if at least 90% of the Funds investment company taxable income (which includes, among other items, dividends, interest and the excess of any net short-term capital gains over net long-term capital losses) for the taxable year is distributed (i.e., the 90% distribution requirement). The Fund intends to distribute all or substantially all of such income.
Amounts not distributed on a timely basis in accordance with a calendar year distribution requirement are subject to a nondeductible 4% excise tax at the Fund level. To avoid the tax, the Fund must generally distribute during each calendar year an amount equal to the sum of: (1) at least 98% of its ordinary income (taking into account certain deferrals and elections) for the calendar year; (2) at least 98.2% of its capital gains in excess of its capital losses (adjusted for certain ordinary losses) for a one-year period generally ending on October 31 of the calendar year; and (3) all ordinary income and capital gains for previous years that were not distributed or taxed during such years. To avoid application of the excise tax, the Fund intends to make distributions in accordance with the calendar year distribution requirement.
A distribution will be treated as paid on December 31 of a calendar year if it is declared by the Fund in October, November or December of that year with a record date in such a month and paid by the Fund during January of the following year. Such a distribution will be taxable to shareholders in the calendar year in which the distribution is declared, rather than the calendar year in which it is received.
DISTRIBUTIONS IN GENERAL
Distributions of investment company taxable income are generally taxable to a U.S. shareholder as ordinary income, whether paid in cash or shares (see below for information concerning reduced rates of tax for certain dividends exempt-interest dividends and capital gain dividends). Dividends paid by the Fund to a corporate shareholder, to the extent such dividends are attributable to dividends received by the Fund from U.S. corporations, may, subject to limitation, be eligible for the dividends received deduction. However, the alternative minimum tax applicable to corporations may reduce the value of the dividends received deduction.
Generally, the maximum tax rate for individual taxpayers on long-term capital gains and on certain qualifying dividends on corporate stock is 15% or 20%, depending on whether the individuals income exceeds certain threshold amounts. These rates do not apply to corporate taxpayers. The Fund will be able to separately report distributions of any qualifying long-term capital gains or qualifying dividends earned by the Fund that would be eligible for the lower maximum rate. A shareholder would also have to satisfy a more than 60-day holding period as well as other requirements with respect to any distributions of qualifying dividends in order to obtain the benefit of the lower rate. Distributions from Fund investments in bonds and other debt instruments will not generally qualify for the lower rates. Note that distributions of earnings from dividends paid by qualified foreign corporations can also qualify for the lower tax rates on qualifying dividends. Qualified foreign corporations are corporations incorporated in a U.S. possession, corporations whose stock is readily tradable on an established securities market in the U.S., and corporations eligible for the benefits of a comprehensive income tax treaty with the United States, which satisfy certain other requirements. Passive foreign investment companies are not treated as qualified foreign corporations.
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The excess of net long-term capital gains over net short-term capital losses realized, distributed and properly designated by the Fund, whether paid in cash or reinvested in Fund shares, will generally be taxable to shareholders as long-term capital gain, regardless of how long a shareholder has held Fund shares. Capital gain distributions made to individuals are generally subject to a maximum federal income tax rate of 15% or 20%, depending on whether the individuals income exceeds certain threshold amounts. Net capital gains from assets held for one year or less will be taxed as ordinary income.
An additional 3.8% Medicare tax is imposed on certain net investment income (including ordinary dividends and capital gain distributions received from the Fund and net gains from redemptions or other taxable dispositions of Fund shares) of U.S. individuals, estates and trusts to the extent that such persons modified adjusted gross income (in the case of an individual) or adjusted gross income (in the case of an estate or trust) exceeds certain threshold amounts.
Shareholders receiving distributions in the form of additional shares will be taxed on the amount of such distribution and will have a cost basis for federal income tax purposes in each share received equal to the amount of the cash the shareholder could have received. Shareholders will be notified annually as to the U.S. federal tax status of distributions.
If the NAV of shares is reduced below a shareholders cost as a result of a distribution by the Fund, such distribution generally will be taxable even though it represents a partial return of invested capital. Investors should be careful to consider the tax implications of buying shares of the Fund just prior to a distribution. The price of shares purchased at this time will include the amount of the forthcoming distribution, but the distribution will generally be taxable to the shareholder.
SALE, EXCHANGE, OR REDEMPTION OF SHARES
Upon a redemption, sale or exchange of shares of the Fund, a shareholder will realize a taxable gain or loss depending upon his or her basis in the shares. A gain or loss will be treated as capital gain or loss if the shares are capital assets in the shareholders hands, and the rate of tax will depend upon the shareholders holding period for the shares. If an individual shareholder has held the shares as a capital asset for more than one year, the maximum current federal income tax rate is generally 15% or 20%, depending on whether the shareholders income exceeds certain threshold amounts. Any loss realized from a disposition of Fund Shares that were held for six months or less will be disallowed to the extent that dividends received from the Fund are designated as exempt-interest dividends. Any loss realized on a redemption, sale or exchange also will be disallowed to the extent the shares disposed of are replaced (including through reinvestment of dividends) within a period of 61 days, beginning 30 days before and ending 30 days after the shares are disposed of. In such a case, the basis of the shares acquired will be adjusted to reflect the disallowed loss. If a shareholder holds Fund shares for six months or less and during that period receives a distribution taxable to the shareholder as long-term capital gain, any loss realized on the sale of such shares during such six-month period would be a long-term loss to the extent of such distribution.
The Code requires the Fund to report to the Internal Revenue Service, and furnish to Fund shareholders, cost basis information for Fund shares purchased on or after January 1, 2012, and sold on or after that date. The Fund will permit Fund shareholders to elect from among several cost basis methods accepted by the Internal Revenue Service, including average cost. In the absence of an election by a shareholder, the Fund will use the average cost method with respect to that shareholder.
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If, within 90 days after purchasing Fund shares with a sales charge, a shareholder exchanges the shares and acquires new shares at a reduced (or without any) sales charge pursuant to a right acquired with the original shares prior to February 1st of the calendar year following the initial acquisition of Fund shares, prior to February 1st of the calendar year following the initial acquisition of Fund shares, then the shareholder may not take the original sales charge into account in determining the shareholders gain or loss on the disposition of the shares. Gain or loss will generally be determined by excluding all or a portion of the sales charge from the shareholders tax basis in the exchanged shares, and the amount excluded will be treated as an amount paid for the new shares.
BACKUP WITHHOLDING
The Fund generally will be required to withhold federal income tax at a rate of 28% (backup withholding) from dividends paid, capital gain distributions, and redemption proceeds to shareholders if: (1) the shareholder fails to furnish the Fund with the shareholders correct taxpayer identification number or social security number; (2) the IRS notifies the shareholder or the Fund that the shareholder has failed to report properly certain interest and dividend income to the IRS and to respond to notices to that effect; or (3) when required to do so, the shareholder fails to certify that he or she is not subject to backup withholding. Any amounts withheld may be credited against the shareholders federal income tax liability.
OTHER TAXATION
Distributions may be subject to additional state and local taxes, depending on each shareholders particular situation.
FOREIGN SHAREHOLDERS
Taxation of a shareholder who, as to the United States, is a nonresident alien individual, foreign trust or estate, or foreign corporation or foreign partnership ("foreign shareholder"), depends on whether the income from the Fund is "effectively connected" with a U.S. trade or business carried on by such shareholder. If the income from the Fund is not effectively connected with a U.S. trade or business carried on by a foreign shareholder, ordinary income dividends (including distributions of any net short-term capital gains) will generally be subject to U.S. withholding tax at the rate of 30% (or lower treaty rate) upon the gross amount of the dividend. Note that the preferential rate of tax applicable to qualified dividend income (discussed above) does not apply to dividends paid to foreign shareholders. Such a foreign shareholder would generally be exempt from U.S. federal income tax on gains realized on the sale of shares of the Fund, and distributions of net long-term capital gains that are designated as capital gain dividends. If the income from the Fund is effectively connected with a U.S. trade or business carried on by a foreign shareholder, then ordinary income dividends, capital gain dividends and any gains realized upon the sale of shares of the Fund will be subject to U.S. federal income tax at the rates applicable to U.S. citizens or domestic corporations. If the Fund elects to report distributions derived from certain U.S. source interest and short-term capital gains, such distributions may be paid to foreign shareholders free of withholding. However, depending on the circumstances, the Fund may designate all, some or none of the Funds potentially eligible dividends as eligible for this exemption, and a portion of the Funds distributions (e.g. interest from non-U.S. sources or any foreign currency gains) would be ineligible for this potential exemption from withholding.
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The Fund is required to withhold U.S. tax (at a 30% rate) on payments of taxable dividends and (effective January 1, 2019) redemption proceeds and certain capital gain dividends made to certain non-U.S. entities that fail to comply (or be deemed compliant) with extensive new reporting and withholding requirements designed to inform the U.S. Department of the Treasury of U.S.-owned foreign investment accounts. Shareholders may be requested to provide additional information to the Fund to enable the Fund to determine whether withholding is required.
The tax consequences to a foreign shareholder entitled to claim the benefits of an applicable tax treaty may be different from those described herein. Foreign shareholders are urged to consult their own tax advisers with respect to the particular tax consequences to them of an investment in the Fund, including the applicability of the U.S. estate tax and foreign taxes.
FUND INVESTMENTS
Market Discount. If the Fund purchases a debt security in the secondary market at a price lower than the stated redemption price of such debt security, the excess of the stated redemption price at maturity over the purchase price is market discount. If the amount of market discount is more than a de minimis amount, a portion of such market discount must be included as ordinary income (not capital gain) by the Fund in respect of each taxable year in which the Fund owns an interest in such debt security and receives a principal payment on it. In particular, the Fund will be required to allocate that principal payment first to the portion of the market discount on the debt security that has accrued but has not previously been includable in income. In general, the amount of market discount that must be included for each period is equal to the lesser of (i) the amount of market discount accruing during such period (plus any accrued market discount for prior periods not previously taken into account) or (ii) the amount of the principal payment with respect to such period. Generally, market discount accrues on a daily basis for each day the debt security is held by the Fund, at a constant rate over the time remaining to the debt securitys maturity or, at the election of the Fund, at a constant yield to maturity, which takes into account the semi-annual compounding of interest. Gain realized on the disposition of a market discount obligation must be recognized as ordinary interest income (not capital gain) to the extent of the accrued market discount not previously taken into account.
Original Issue Discount. Certain debt securities acquired by the Fund may be treated as debt securities that were originally issued at a discount. Very generally, original issue discount is defined as the difference between the price at which a security was issued and its stated redemption price at maturity. Although the Fund receives no actual cash income from such a discount, original issue discount that accrues on debt securities in a given year generally are treated for federal income tax purposes as interest and, therefore, such income would be subject to the distribution requirements applicable to regulated investment companies. Some debt securities may be purchased by the Fund at a discount that exceeds the original issue discount on such debt securities, if any. This additional discount generally represents market discount for federal income tax purposes (see above).
Options, Futures and Forward Contracts. Any regulated futures contracts and certain options (namely, nonequity options and dealer equity options) in which the Fund may invest may be section 1256 contracts. Gains (or losses) on these contracts generally are considered to be 60% long-term and 40% short-term capital gains or losses. Also, section 1256 contracts held by the Fund at the end of each taxable year (and on certain other dates prescribed in the Code) are marked to market with the result that unrealized gains or losses are treated as though they were realized.
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Transactions in options, futures and forward contracts undertaken by the Fund may result in straddles for federal income tax purposes. The straddle rules may affect the character of gains (or losses) realized by the Fund, and losses realized by the Fund on positions that are part of a straddle may be deferred under the straddle rules rather than being taken into account in calculating the taxable income for the taxable year in which the losses are realized. In addition, certain carrying charges (including any interest expense) associated with positions in a straddle may be required to be capitalized rather than deducted currently. Certain elections that the Fund may make with respect to its straddle positions may also affect the amount, character and timing of the recognition of gains or losses from the affected positions.
Because only a few regulations implementing the straddle rules have been promulgated, the consequences of such transactions to the Fund are not entirely clear. The straddle rules may increase the amount of short-term capital gain realized by the Fund, which are characterized as ordinary income when distributed to shareholders. Because application of the straddle rules may affect the character of gains or losses, defer losses and/or accelerate the recognition of gains or losses from the affected straddle positions, the amount which must be distributed to shareholders as ordinary income or long-term capital gain may be increased or decreased substantially as compared to the Fund that did not engage in such transactions.
Certain hedging activities may cause a dividend that would otherwise be subject to the lower tax rate applicable to a qualifying dividend, to instead be subject to the rate of tax applicable to ordinary income.
Constructive Sales. Under certain circumstances, the Fund may recognize gain from a constructive sale of an appreciated financial position it holds if it enters into a short sale, forward contract or other transaction that substantially reduces the risk of loss with respect to the appreciated position. In that event, the Fund would be treated as if it had sold and immediately repurchased the property and would be taxed on any gain (but not loss) from the constructive sale. The character of gain from a constructive sale would depend upon the Funds holding period in the property. Loss from a constructive sale would be recognized when the property was subsequently disposed of, and its character would depend on the Funds holding period and the application of various loss deferral provisions of the Code. Constructive sale treatment does not apply to transactions if such transaction is closed before the end of the 30th day after the close of the Funds taxable year and the Fund holds the appreciated financial position throughout the 60-day period beginning with the day such transaction was closed.
FOREIGN TAX ISSUES
Passive Foreign Investment Companies. The Fund may invest in stocks of foreign companies that are considered passive foreign investment companies (PFICs) under the Code. In general, a foreign company considered as a PFIC if at least 50% of its assets constitute investment-type assets or 75% or more of its gross income constitutes investment-type income. In general, under the PFIC rules, an excess distribution received with respect to PFIC stock is treated as having been realized ratably over the period during which the Fund held the PFIC stock. The Fund itself will be subject to tax on the portion, if any, of the excess distribution that is allocated to that Funds holding period in prior taxable years (and an interest factor will be added to the tax, as if the tax had actually been payable in such prior taxable years) even though that Fund distributes the corresponding income to shareholders. Excess distributions include any gain from the sale of PFIC stock as well as certain distributions from a PFIC. All excess distributions are characterized as ordinary income.
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The Fund may be able to elect alternative tax treatment with respect to PFIC stock. Under an election that currently may be available, the Fund generally would be required to include in its gross income its share of the earnings of a PFIC on a current basis, regardless of whether any distributions are received from the PFIC. If this election is made, the special rules, discussed above, relating to the taxation of excess distributions, would not apply. Alternatively, the Fund may be able to elect to mark to market its PFIC stock, resulting in the stock being treated as having been sold at fair market value on the last business day of each taxable year. Any resulting gain would be reported by the Fund as ordinary income, and mark-to-market losses and any loss from an actual disposition of the Funds shares would be deductible by the Fund as ordinary losses to the extent of any net mark-to-market gains included in income in prior taxable years.
Alternatively, the Fund may be able to elect to treat a PFIC investment as a qualified electing fund upon the condition precedent that the PFIC furnishes a PFIC annual information statement to the Fund. Under this election, the Fund would be required to annual recognize its pro-rata share of net income and net capital gains of the PFIC regardless of whether they are actually distributed by the PFIC.
Because the application of the PFIC rules may affect, among other things, the character of gains, the amount of gain or loss and the timing of the recognition of income with respect to PFIC stock, as well as subject the Fund itself to tax on certain income from PFIC stock, the amount that must be distributed to shareholders, and which will be taxed to shareholders as ordinary income or long-term capital gain, may be increased or decreased substantially as compared to the fund that did not invest in PFIC stock. Note that distributions from a PFIC are not eligible for the reduced rate of tax on qualifying dividends.
Foreign Taxes. Income received by the Fund from sources within foreign countries may be subject to withholding and other income or similar taxes imposed by such countries. If more than 50% of the value of the Funds total assets at the close of its taxable year consists of securities of foreign corporations, or if at least 50% of the value of the Funds total assets at the close of each quarter of its taxable year is represented by interests in other regulated investment companies, and the Fund distributes at least 90% of its investment company taxable income, that Fund will be eligible and may (or may not) elect to pass through to that Funds shareholders the amount of qualifying foreign taxes paid by the Fund (the pass-through election). Pursuant to this election, a shareholder will be required to include in gross income (in addition to taxable dividends actually received) his pro rata share of the qualifying foreign taxes paid by the Fund, and will be entitled either to deduct (as an itemized deduction) his pro rata share of foreign income and similar taxes in computing his taxable income or to use it as a foreign tax credit against his U.S. federal income tax liability, subject to limitations. No deduction for foreign taxes may be claimed by a shareholder who does not itemize deductions, but such a shareholder may be eligible to claim the foreign tax credit (see below). No credit may be claimed by a shareholder with respect to Fund shares that have been held less than 16 days. Each shareholder will be notified after the close of the Funds taxable year whether the foreign taxes paid by the Fund will pass through for that year.
Generally, a credit for foreign taxes is subject to the limitation that it may not exceed the shareholders U.S. tax attributable to his foreign source taxable income. For this purpose, if the pass-through election is made, the source of the Funds income flows through to its shareholders. With respect to the Fund, gains from the sale of securities may be treated as derived from U.S. sources and certain currency fluctuation gains including fluctuation gains from foreign currency denominated debt securities, receivables and payables, may be treated as derived from U.S. sources. The limitation on the foreign tax credit is applied separately to foreign source passive income (as defined for purposes of the foreign tax credit), including the foreign source passive income passed through by the Fund. Shareholders may be unable to claim a credit for the full amount of their proportionate share of the foreign taxes paid by the Fund. If the Fund is not eligible to, or does not, make the pass-through election, the foreign income taxes it pays generally will reduce investment company taxable income and the distributions by the Fund will be treated as United States source income. Furthermore, the amount of the foreign tax credit that is available to a shareholder may be limited to the extent that dividends from a foreign corporation qualify for the lower tax rate on qualifying dividends.
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Foreign Currency. Under the Code, gains or losses attributable to fluctuations in foreign currency exchange rates which occur between the time the Fund accrues income or other receivables or accrues expenses or other liabilities denominated in a foreign currency and the time the Fund actually collects such receivables or pays such liabilities generally are treated as ordinary income or ordinary loss. Similarly, on disposition of some investments, including debt securities and certain forward contracts denominated in a foreign currency, gains or losses attributable to fluctuations in the value of foreign currency between the date of acquisition of the security or contract and the date of disposition also are treated as ordinary gain or loss. These gains and losses, referred to under the Code as section 988 gains and losses, may increase or decrease the amount of the Funds net investment income to be distributed to its shareholders as ordinary income. For example, fluctuations in exchange rates may increase the amount of income that the Fund must distribute in order to qualify for treatment as a regulated investment company and to prevent application of an excise tax on undistributed income. Alternatively, fluctuations in exchange rates may decrease or eliminate income available for distribution. If section 988 losses exceed other net investment income during a taxable year, the Fund would not be able to make ordinary dividend distributions, and any distributions made before the losses were realized would be recharacterized as a return of capital to shareholders for federal income tax purposes, rather than as an ordinary dividend, reducing each shareholders basis in his or her Fund shares.
As described above, at least 90% of the Funds gross income for each taxable year must be Qualifying Income. The Code expressly confers upon the Secretary of the Treasury of the United States the authority to issue tax regulations that would exclude income and gains from investments in foreign currencies from treatment as Qualifying Income in cases in which the foreign currency income or gains are not directly related to the companys principal business of investing in stocks or securities (or options or futures with respect to such stocks or securities). In light of this grant of regulatory authority, there is no assurance that the Secretary will not issue such regulations. Moreover, there is a remote possibility that such regulations may be applied retroactively, which could affect the ability of the Fund to qualify as a RIC.
OTHER INFORMATION
CAPITALIZATION
The Trust is an open-end, management investment company formed as a statutory trust under the laws of the State of Delaware on March 2, 2016. The Fund was previously a series of HSBC Funds, a different legal entity organized as a Massachusetts business trust (the Predecessor Trust). In 2016, at a special meeting of shareholders, the shareholders of each series of the Predecessor Trust (the Predecessor Funds) approved the reorganization of the Predecessor Funds with and into corresponding shell series of the Trust. The shell series of the Trust succeeded to the accounting and performance histories of the Predecessor Funds. Any historical information provided for the Fund that relates to periods prior to June 24, 2016 is that of the corresponding Predecessor Fund.
The Predecessor Trust was a Massachusetts business trust established under a Declaration of Trust dated April 22, 1987, as a successor to two previously-existing Massachusetts business trusts, Fund Trust Tax-Free Trust (organized on July 30, 1986) and Fund Vest (organized on July 17, 1984, and since renamed Fund Source). Prior to October 3, 1994, the name of the Predecessor Trust was Fund Trust. Prior to April 12, 2001, the name of the Predecessor Trust was Republic Funds. Prior to February 28, 2012, the name of the Predecessor Trust was HSBC Investor Funds.
The capitalization of the Trust consists solely of an unlimited number of shares of beneficial interest with a par value of $0.001 each. The Board of Trustees may establish additional classes or series (with different investment objectives and fundamental policies) and classes of shares within each series at any time in the future. Establishment and offering of additional classes or series will not alter the rights of the Funds shareholders.
81
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Trustees has appointed PricewaterhouseCoopers LLP (PwC) as the independent registered public accounting firm of the Trust. PwC audits the Trusts annual financial statements and prepares the Trusts income tax returns. PwCs address is 300 Madison Ave., New York, NY 10017.
COUNSEL
Dechert LLP, 1900 K Street, N.W., Washington, D.C. 20006, advises on certain legal matters in connection with the shares of the Fund offered by the Trust, and also acts as counsel to the Trust. Stradley Ronon Stevens & Young, LLP, 1250 Connecticut Avenue, N.W. Suite 500, Washington, DC 20036, acts as counsel to the Independent Trustees of the Trust.
CODE OF ETHICS
The Trust, and each of the Adviser, Subadvisers and Citi have adopted a code of ethics, as required by applicable law, including Rule 17j-1 under the 1940 Act, which is designed to prevent affiliated persons of the Trust, the Adviser, Subadvisers and Citi from engaging in deceptive, manipulative, or fraudulent activities in connection with securities held or to be acquired by the Fund (which may also be held by persons subject to a code). Such persons are prohibited from effecting certain transactions, allowed to effect certain exempt transactions, required to pre-clear certain transactions and to report certain transactions on a regular basis.
REGISTRATION STATEMENT
This SAI and the Prospectus do not contain all the information included in the Trusts registration statement filed with the SEC under the 1933 Act with respect to shares of the Fund, certain portions of which have been omitted pursuant to the rules and regulations of the SEC. The registration statement, including the exhibits filed therewith, may be examined at the office of the SEC in Washington, D.C. or on the SECs website at http://www.sec.gov.
Statements contained herein and in the Prospectus as to the contents of any contract or other document referred to are not necessarily complete, and, in each instance, reference is made to the copy of such contract or other document that was filed as an exhibit to the registration statement, each such statement being qualified in all respects by such reference.
FINANCIAL STATEMENTS
As of the date of this SAI, the Fund has not commenced operations and thus does not have audited financial statements.
SHAREHOLDER INQUIRIES
All shareholder inquiries should be directed to the Trust, P.O. Box 8106, Boston, MA 02266-8106.
GENERAL AND ACCOUNT INFORMATION: (800) 782-8183 (TOLL FREE)
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APPENDIX A
DESCRIPTION OF SECURITY RATINGS
STANDARD & POORS
Long-Term Issue Credit Ratings
Issue credit ratings are based, in varying degrees, on Standard & Poor's analysis of the following considerations:
| ● | Likelihood of payment capacity and willingness of the
obligor to meet its financial commitment on an obligation in accordance
with the terms of the obligation; |
| ● | Nature of and provisions of the obligation;
|
| ● | Protection afforded by, and relative position of, the obligation in the event of bankruptcy, reorganization, or other arrangement under the laws of bankruptcy and other laws affecting creditors rights. |
Issue ratings are an assessment of default risk, but may incorporate an assessment of relative seniority or ultimate recovery in the event of default. Junior obligations are typically rated lower than senior obligations, to reflect the lower priority in bankruptcy, as noted above. (Such differentiation may apply when an entity has both senior and subordinated obligations, secured and unsecured obligations, or operating company and holding company obligations.)
AAA An obligation rated AAA has the highest rating assigned by Standard & Poors. The obligors capacity to meet its financial commitment on the obligation is extremely strong.
AA An obligation rated AA differs from the highest-rated obligations only to a small degree. The obligors capacity to meet its financial commitment on the obligation is very strong.
A An obligation rated A is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligations in higher-rated categories. However, the obligors capacity to meet its financial commitment on the obligation is still strong.
BBB An obligation rated BBB exhibits adequate protection parameters. However, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity of the obligor to meet its financial commitment on the obligation.
BB, B, CCC, CC, and C Obligations rated 'BB', 'B', 'CCC', 'CC', and 'C' are regarded as having significant speculative characteristics. 'BB' indicates the least degree of speculation and 'C' the highest. While such obligations will likely have some quality and protective characteristics, these may be outweighed by large uncertainties or major exposures to adverse conditions.
BB An obligation rated 'BB' is less vulnerable to nonpayment than other speculative issues. However, it faces major ongoing uncertainties or exposure to adverse business, financial, or economic conditions which could lead to the obligor's inadequate capacity to meet its financial commitment on the obligation.
B An obligation rated 'B' is more vulnerable to nonpayment than obligations rated 'BB', but the obligor currently has the capacity to meet its financial commitment on the obligation. Adverse business, financial, or economic conditions will likely impair the obligor's capacity or willingness to meet its financial commitment on the obligation.
A-1
CCC An obligation rated 'CCC' is currently vulnerable to nonpayment, and is dependent upon favorable business, financial, and economic conditions for the obligor to meet its financial commitment on the obligation. In the event of adverse business, financial, or economic conditions, the obligor is not likely to have the capacity to meet its financial commitment on the obligation.
CC An obligation rated CC is currently highly vulnerable to nonpayment.
C A 'C' rating is assigned to obligations that are currently highly vulnerable to nonpayment, obligations that have payment arrearages allowed by the terms of the documents, or obligations of an issuer that is the subject of a bankruptcy petition or similar action which have not experienced a payment default. Among others, the 'C' rating may be assigned to subordinated debt, preferred stock or other obligations on which cash payments have been suspended in accordance with the instrument's terms or when preferred stock is the subject of a distressed exchange offer, whereby some or all of the issue is either repurchased for an amount of cash or replaced by other instruments having a total value that is less than par.
D An obligation rated 'D' is in payment default. The 'D' rating category is used when payments on an obligation, including a regulatory capital instrument, are not made on the date due even if the applicable grace period has not expired, unless Standard & Poor's believes that such payments will be made during such grace period. The 'D' rating also will be used upon the filing of a bankruptcy petition or the taking of similar action if payments on an obligation are jeopardized. An obligation's rating is lowered to 'D' upon completion of a distressed exchange offer, whereby some or all of the issue is either repurchased for an amount of cash or replaced by other instruments having a total value that is less than par.
Plus (+) or Minus (-) The ratings from AA to CCC may be modified by the addition of a plus (+) or minus (-) sign to show relative standing within the major rating categories.
NR This indicates that no rating has been requested, that there is insufficient information on which to base a rating, or that Standard & Poor's does not rate a particular obligation as a matter of policy.
Municipal Short-Term Note Ratings
A Standard & Poor's U.S. municipal note rating reflects Standard & Poor's opinion about the liquidity factors and market access risks unique to the notes. Notes due in three years or less will likely receive a note rating. Notes with an original maturity of more than three years will most likely receive a long-term debt rating. In determining which type of rating, if any, to assign, Standard & Poor's analysis will review the following considerations:
| ● | Amortization schedule the larger the final
maturity relative to other maturities, the more likely it will be treated
as a note; and |
| ● | Source of payment the more dependent the issue is on the market for its refinancing, the more likely it will be treated as a note. |
A-2
Note rating symbols are as follows:
SP-1 Strong capacity to pay principal and interest. An issue determined to possess a very strong capacity to pay debt service is given a plus (+) designation.
SP-2 Satisfactory capacity to pay principal and interest, with some vulnerability to adverse financial and economic changes over the term of the notes.
SP-3 Speculative capacity to pay principal and interest.
Short-Term Issue Credit Ratings
A-1 A short-term obligation rated 'A-1' is rated in the highest category by Standard & Poor's. The obligor's capacity to meet its financial commitment on the obligation is strong. Within this category, certain obligations are designated with a plus sign (+). This indicates that the obligor's capacity to meet its financial commitment on these obligations is extremely strong.
A-2 A short-term obligation rated 'A-2' is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligations in higher rating categories. However, the obligor's capacity to meet its financial commitment on the obligation is satisfactory.
A-3 A short-term obligation rated 'A-3' exhibits adequate protection parameters. However, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity of the obligor to meet its financial commitment on the obligation.
Variable Rate Demand Obligations:
Standard & Poor's assigns "dual" ratings to all debt issues that have a put option or demand feature as part of their structure. The first rating addresses the likelihood of repayment of principal and interest as due, and the second rating addresses only the demand feature. The long-term rating symbols are used for bonds to denote the long-term maturity and the short-term rating symbols for the put option (for example, 'AAA/A-1+'). With U.S. municipal short-term demand debt, note rating symbols are used with the short-term issue credit rating symbols (for example, 'SP-1+/A-1+').
MOODYS INVESTORS SERVICE (Moodys)
Long-Term Obligation Ratings
Moodys long-term ratings are opinions of the relative credit risk of financial obligations with an original maturity of one year or more. They address the possibility that a financial obligation will not be honored as promised. Such ratings use Moodys Global Scale and reflect both the likelihood of default and any financial loss suffered in the event of default.
Aaa Obligations rated Aaa are judged to be of the highest quality, with minimal credit risk.
Aa Obligations rated Aa are judged to be of high quality and are subject to very low credit risk.
A Obligations rated A are considered upper-medium grade and are subject to low credit risk.
Baa Obligations rated Baa are subject to moderate credit risk. They are considered medium grade and as such may possess certain speculative characteristics.
A-3
Ba Obligations rated Ba are judged to have speculative elements and are subject to substantial credit risk.
B Obligations rated B are considered speculative and are subject to high credit risk.
Caa Obligations rated Caa are judged to be of poor standing and are subject to very high credit risk.
Ca Obligations rated Ca are highly speculative and are likely in, or very near, default, with some prospect of recovery of principal and interest.
C Obligations rated C are the lowest rated class and are typically in default, with little prospect for recovery of principal or interest.
Note Moodys appends numerical modifiers 1, 2, and 3 to each generic rating classification from Aa through Caa. The modifier 1 indicates that the obligation ranks in the higher end of its generic rating category; the modifier 2 indicates a mid-range ranking; and the modifier 3 indicates a ranking in the lower end of that generic rating category.
U.S. Municipal Short Term Obligation Ratings
MIG 1 This designation denotes superior credit quality. Excellent protection is afforded by established cash flows, highly reliable liquidity support, or demonstrated broad-based access to the market for refinancing.
MIG 2 This designation denotes strong credit quality. Margins of protection are ample, although not as large as in the preceding group.
MIG 3 This designation denotes acceptable credit quality. Liquidity and cash-flow protection may be narrow, and market access for refinancing is likely to be less well-established.
SG This designation denotes speculative-grade credit quality. Debt instruments in this category may lack sufficient margins of protection.
Demand Obligation Ratings
In the case of variable rate demand obligations (VRDOs), a two-component rating is assigned; a long or short-term debt rating and a demand obligation rating. The first element represents Moodys evaluation of the degree of risk associated with scheduled principal and interest payments. The second element represents Moodys evaluation of the degree of risk associated with the ability to receive purchase price upon demand (demand feature), using a variation of the MIG rating scale, the Variable Municipal Investment Grade or VMIG rating.
When either the long- or short-term aspect of a VRDO is not rated, that piece is designated NR, e.g., Aaa/NR or NR/VMIG 1.
VMIG rating expirations are a function of each issues specific structural or credit features.
VMIG 1 This designation denotes superior credit quality. Excellent protection is afforded by the superior short-term credit strength of the liquidity provider and structural and legal protections that ensure the timely payment of purchase price upon demand.
A-4
VMIG 2 This designation denotes strong credit quality. Good protection is afforded by the strong short-term credit strength of the liquidity provider and structural and legal protections that ensure the timely payment of purchase price upon demand.
VMIG 3 This designation denotes acceptable credit quality. Adequate protection is afforded by the satisfactory short-term credit strength of the liquidity provider and structural and legal protections that ensure the timely payment of purchase price upon demand.
SG This designation denotes speculative-grade credit quality. Demand features rated in this category may be supported by a liquidity provider that does not have an investment grade short-term rating or may lack the structural and/or legal protections necessary to ensure the timely payment of purchase price upon demand.
Short-Term Obligation Ratings
Moodys short-term ratings are opinions of the ability of issuers to honor short-term financial obligations. Ratings may be assigned to issuers, short-term programs or to individual short-term debt instruments. Such obligations generally have an original maturity not exceeding thirteen months, unless explicitly noted.
Moodys employs the following designations to indicate the relative repayment ability of rated issuers:
P-1 Issuers (or supporting institutions) rated Prime-1 have a superior ability to repay short-term debt obligations.
P-2 Issuers (or supporting institutions) rated Prime-2 have a strong ability to repay short-term debt obligations.
P-3 Issuers (or supporting institutions) rated Prime-3 have an acceptable ability to repay short term obligations.
NP Issuers (or supporting institutions) rated Not Prime do not fall within any of the Prime rating categories.
Note: Canadian issuers rated P-1 or P-2 have their short-term ratings enhanced by the senior-most long-term rating of the issuer, its guarantor or support-provider.
FITCH, INC. (Fitch Ratings)
Corporate Finance Obligations Long-Term Rating Scales
Ratings of individual securities or financial obligations of a corporate issuer address relative vulnerability to default on an ordinal scale. In addition, for financial obligations in corporate finance, a measure of recovery given default on that liability is also included in the rating assessment. This notably applies to covered bonds ratings, which incorporate both an indication of the probability of default and of the recovery given a default of this debt instrument.
The relationship between issuer scale and obligation scale assumes an historical average recovery of between 30%50% on the senior, unsecured obligations of an issuer. As a result, individual obligations of entities, such as corporations, are assigned ratings higher, lower, or the same as that entity's issuer rating or Issuer Default Rating (IDR).
A-5
AAA Highest credit quality. `AAA denotes the lowest expectation of credit risk. They are assigned only in cases of exceptionally strong capacity for timely payment of financial commitments. This capacity is highly unlikely to be adversely affected by foreseeable events.
AA Very high credit quality. `AA ratings denote expectations of very low credit risk. They indicate very strong capacity for payment of financial commitments. This capacity is not significantly vulnerable to foreseeable events.
A High credit quality. 'A' ratings denote expectations of low credit risk. The capacity for payment of financial commitments is considered strong. This capacity may, nevertheless, be more vulnerable to adverse business or economic conditions than is the case for higher ratings.
BBB Good credit quality. 'BBB' ratings indicate that expectations of credit risk are currently low. The capacity for payment of financial commitments is considered adequate but adverse business or economic conditions are more likely to impair this capacity.
BB Speculative. 'BB' ratings indicate an elevated vulnerability to credit risk, particularly in the event of adverse changes in business or economic conditions over time; however, business or financial alternatives may be available to allow financial commitments to be met.
B Highly speculative. B ratings indicate that material credit risk is present.
CCC Substantial credit risk. CCC ratings indicate that substantial credit risk is present.
CC Very high levels of credit risk. CC ratings indicate very high levels of credit risk.
C Exceptionally high levels of credit risk. C indicates exceptionally high levels of credit risk.
Defaulted obligations typically are not assigned 'D' ratings, but are instead rated in the 'B' to 'C' rating categories, depending upon their recovery prospects and other relevant characteristics. This approach better aligns obligations that have comparable overall expected loss but varying vulnerability to default and loss.
Notes: The modifiers "+" or "-" may be appended to a rating to denote relative status within major rating categories. Such suffixes are not added to the 'AAA' obligation rating category, or to corporate finance obligation ratings in the categories below 'B'.
The subscript 'emr' is appended to a rating to denote embedded market risk which is beyond the scope of the rating. The designation is intended to make clear that the rating solely addresses the counterparty risk of the issuing bank. It is not meant to indicate any limitation in the analysis of the counterparty risk, which in all other respects follows published Fitch criteria for analyzing the issuing financial institution. Fitch does not rate these instruments where the principal is to any degree subject to market risk.
Short-Term Ratings Assigned to Obligations in Corporate, Public and Structured Finance
A short-term issuer or obligation rating is based in all cases on the short-term vulnerability to default of the rated entity or security stream and relates to the capacity to meet financial obligations in accordance with the documentation governing the relevant obligation. Short-Term Ratings are assigned to obligations whose initial maturity is viewed as "short term" based on market convention. Typically, this means up to 13 months for corporate, sovereign, and structured obligations, and up to 36 months for obligations in U.S. public finance markets.
A-6
F-1 Highest short-term credit quality. Indicates the strongest intrinsic capacity for timely payment of financial commitments; may have an added "+" to denote any exceptionally strong credit feature.
F-2 Good short-term credit quality. Good intrinsic capacity for timely payment of financial commitments.
F-3 Fair short-term credit quality. The intrinsic capacity for timely payment of financial commitments is adequate.
B Speculative short-term credit quality. Minimal capacity for timely payment of financial commitments, plus heightened vulnerability to near term adverse changes in financial and economic conditions.
C High short-term default risk. Default is a real possibility.
RD Restricted default. Indicates an entity that has defaulted on one or more of its financial commitments, although it continues to meet other financial obligations. Applicable to entity ratings only.
D Default. Indicates a broad-based default event for an entity, or the default of a short-term obligation.
A-7
APPENDIX B
HSBC FUNDS
The Trust delegates the authority to vote proxies related to portfolio securities of each series (the Funds) of the Trust to HSBC Global Asset Management (USA) Inc. (HSBC), which in turn delegates proxy voting authority for some Funds of the Trust to a Sub-Adviser retained to provide day-to-day portfolio management for that Fund. The Board of Trustees (the Board) adopt the proxy voting policies and procedures of HSBC and the Sub-Advisers as the proxy voting policies and procedures that will be used by each of these respective entities when exercising voting authority on behalf of each Fund. These policies and procedures are attached hereto.
There may be circumstances, notably in non-U.S. jurisdictions, where HSBC or the Sub-Adviser refrains from voting proxies when the cost of voting the proxies exceeds the benefits expected to the Funds or when voting is subject to restrictions and limitations that impede or make impractical the exercise of shareholder rights (such as when voting would restrict the Funds rights to trade the securities, non-public information about Fund holdings is requested to vote proxies, or local laws restrict voting by non-local shareholders).
The Board will provide the Trusts consent to vote in matters where HSBC or a Sub-Adviser seeks such consent because of a conflict of interest that arises in connection with a particular vote, or for other reasons.
B-1
APPENDIX C
Proxy Voting Policy and
Procedures HSBC Global
Asset Management
(USA) Inc.
Regulatory Compliance
FINAL
Version 2.0
Last Reviewed Date
November 2015

INTERNAL - No part of this
publication may be reproduced, stored in a retrieval system, or transmitted, on
any form or by any means, electronic, mechanical, photocopying, recording, or
otherwise, without the prior written permission HSBC North America.
Effective Date: November 1, 2015
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| HSBC Global Asset Management (USA) Inc. Regulatory Compliance | Version 2.0 |
| Proxy Voting Policy and Procedures | November 2015 |
Table of Contents
| Section 1: Introduction | 4 |
| 1.1 Purpose and Scope | 4 |
| 1.2 Definitions and Abbreviations | 4 |
| 1.3 Roles and Responsibilities Areas Impacted | 4 |
| 1.4 Retention and Change Management | 5 |
| 1.5 Reporting | 5 |
| 1.6 Dispensation | 5 |
| 1.7 Governing Documents | 6 |
| Section 2: Standards and Procedures | 7 |
| 2.1 Proxy Voting by Channel | 7 |
| 2.2 Oversight of Third Party Proxy Voting Services | 8 |
| 2.3 Oversight of AMUS Proxy Voting activities, policies, and procedures | 8 |
| 2.4 Availability of Policies and Procedures | 8 |
| 2.5 Disclosure of Votes | 8 |
| 2.6 Record Keeping | 9 |
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| Proxy Voting Policy and Procedures | November 2015 |
Section 1: Introduction
Individuals and institutions that hold stock on behalf of others have a fiduciary responsibility to act in the interest of those beneficiaries. The basic fiduciary duties are loyalty and care. Under common law, the duty of loyalty means that proxy voting should be based exclusively on what the fiduciary believes to be in the best interest of the beneficiary while the duty of care means that the fiduciary must carefully analyze the implications of proxy proposals before voting.
The natures of the proposals that are voted upon have changed in recent years. Often we must vote on anti-takeover provisions that can have implications on future stock returns. Provisions such as those which restrict the right for shareholders to call a special meeting, reincorporation, dual voting classes of shares and supermajority voting requirements can be harmful to shareholders according to many studies.
Although the natures of the proposals have changed, our role as fiduciary has not; as fiduciary, we continue to vote in a way that solely benefits our advised funds.
AMUS has adopted and implemented policies and procedures that we believe are reasonably designed to ensure that proxies are voted in the best interest of clients, in accordance with our fiduciary duties and SEC Rule 204(4)-6 under the Investment Advisers Act of 1940. Our authority to vote the proxies of our clients is established by our advisory contracts or comparable documents, and our proxy voting guidelines have been tailored to reflect these specific contractual obligations. AMUS has established a Proxy Committee to review proxy voting guidelines being applied are in line with Group Standards, as well as to review all applicable policies, processes and procedures, voting practices, adequacy of records, and the general use of third party proxy voting service providers at least annually.
1.1 Purpose and Scope
The AMUS has adopted and implemented the AMUS Proxy Voting Policy and Procedures (the Proxy Voting Procedures) that we believe are reasonably designed to ensure that proxies are voted in the best interest of clients, in accordance with our fiduciary duties and SEC Rule 204(4)-6 under the Investment Advisers Act of 1940. Our authority to vote the proxies of our clients is established by our advisory contracts or comparable documents, and our proxy voting guidelines have been tailored to reflect these specific contractual obligations.
1.2 Definitions and Abbreviations
| ● |
AMUS HSBC Asset Management (USA)
Inc. |
| ● |
BRCM Business Risk
and Control Management |
| ● |
RCO Regulatory Compliance Officer |
| ● |
MPA Managed
Portfolio Account |
| ● |
SMA Separately
Managed Account |
| ● |
UMA Unified Managed
Account |
| ● |
WPM Wealth Portfolio Management |
1.3 Roles and Responsibilities Areas Impacted
The names and/or departments listed in the following table all have some responsibility related to this procedure. Whenever this procedure is changed, these names and departments need to be informed.
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| Proxy Voting Policy and Procedures | November 2015 |
| Name or Position | Department |
| CCO | AMUS Compliance |
| RCOs | AMUS Compliance |
| AMUS Product | |
| Wealth Portfolio Management | |
| AMUS Client Services |
1.4 Retention and Change Management
AMUS Compliance is responsible for maintaining version series, requests for changes, other supporting documentation, and approvals of this procedure.
The owner of this procedure is responsible for the retention of this version for a period of seven years from cancellation or revision as outlined in the Group Standards Manual.
1.5 Reporting
The Proxy Voting Procedures will be part of a comprehensive list of all approved AMUS Compliance procedures. This list will be submitted to the US North America Risk BRCM on a periodic basis, as defined by the BRCM.
1.6 Dispensation
This Proxy Voting Procedure is under the authority of AMUS Compliance. Management expects all applicable business teams, lines and functions to comply with it. If a business team, line or function should wish to seek an exception from Proxy Voting Procedures, the business Executive Owner (GCB 3 or higher) shall formally request a dispensation. The AMUS Compliance department shall review and grant any dispensations, if warranted.
A formal action and monitoring plan must be in place to support resolution within the six-month time frame.
Requests for dispensation where compliance is expected to exceed six months shall be granted for no longer than one year from the date of approval, Dispensation requests must be supported with action plans that will get the exception item into compliance within the one-year time frame. The business executive approving the dispensation must acknowledge and accept the risk it poses to his/her business and to HSBC.
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1.7 Governing Documents
The following documents provide guidance or detail requirements related to this procedure. This procedure adheres to all the pertinent specifics outlined in these documents.
| GOVERNING DOCUMENTS | |||
| Title | Section / Ref # | Description | Location |
| 04-2015 Proxy Committee Terms of Reference April 2015 FINAL | Outlines the terms under which the Proxy Committee meets and oversees proxy voting | T:\Special\AMUS\Compliance\Pro xy Voting\2015\F. Proxy Committee and other meeting materials\Proxy Committee TOR | |
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Section 2: Standards and Procedures
Third party voting services vote proxies based on HSBC Global Asset Management Proxy Voting Guidelines (the Proxy Guidelines). However, certain accounts may warrant specialized treatment in voting proxies. Contractual stipulations and individual client direction will dictate how voting will be done in these cases.
2.1 Proxy Voting by Channel
| A. | Spectrum: | |
| Spectrum is a mutual fund wrap program that includes ETFs. As stated in the client agreement, proxies are voted by clients | ||
| 1. | ERISA Accounts | |
| Responsibilities for voting ERISA accounts include: the duty of loyalty, prudence, compliance with the plan, as well as a duty to avoid prohibited transactions. | ||
| B. | Managed Portfolio Accounts (MPAs) | |
| 1. | Unified Managed Accounts (UMAs) | |
| UMA accounts are
multi-sleeve managed by the Private Bank. Third party managers provide
model portfolios to the Private Bank for implementation as Overlay
manager. Mutual funds may be used as fulfilment options if a third party
manager is not available in certain strategies. In UMA accounts, where AMUS is acting as overlay manager, AMUS will vote the proxies through a third party voting service on the clients behalf. Pursuant to the MPA client agreement, AMUS will not vote proxies in respect of pooled investment vehicles advised or administered by AMUS or its affiliates. | ||
| The UMA account information is submitted to the third party voting service by Pershing. The third party voting service votes all proxies on UMA accounts unless there is a conflict of interest or need for clarification due to options available based on HSBC policy. If there is a conflict or need for clarification and the third party voting service cant vote a proxy for MPA or any other product (e.g. World Selection Funds), AMUS Compliance or AMUS Product will request WPM to review and determine how to vote on the proxy. WPM will utilize any research provided by the third party voting service in rendering its decision. AMUS Compliance and AMUS Product will be notified of WPMs decision. AMUS Compliance will submit the proxy vote to the third party voting service. For instance, there may be a standard type of vote according to HSBC policy that is not available on a proxy. ISS will contact HSBC for a decision on the vote. | ||
| 2. | Separately Managed Accounts (SMAs) | |
| Pursuant to the MPA, SMA and UMA client agreements, AMUS is authorized to vote proxies for the securities held in MPA client accounts. AMUS has delegated this authority to the MPA third party managers in SMA accounts. | ||
| C. | Segregated Mandates | |
| Segregated mandates are institutional accounts invested in a specific strategy managed by HSBC. | ||
C-6
| HSBC Global Asset Management (USA) Inc. Regulatory Compliance | Version 2.0 |
| Proxy Voting Policy and Procedures | November 2015 |
| D. | HSBC Funds |
| HSBC Funds are governed by the funds proxy policy which is provided to ISS. The underlying securities are voted by ISS. The sub-advised fund (HSBC Growth Fund and HSBC Opportunity Fund, are voted by the sub-adviser, Winslow and Westfield respectively. | |
| Proxies will be voted in accordance with the requirements of the Securities Act of 1933, the Securities Exchange Act of 1934, and the Investment Company Act of 1940. Proxies of portfolio companies voted will be subject to any applicable investment restrictions of the fund and voted in accordance with any resolutions or other instructions approved by authorized persons of the fund. | |
2.2 Oversight of Third Party Proxy Voting Services
Not less than annually, AMUS Compliance will confirm the engagement of any third party proxy voting service providers for the voting of proxies in accordance with their respective guidelines. The Proxy Voting Committee (the Committee) will provide ongoing oversight of the approved third party proxy voting service providers. AMUS Compliance, with oversight from the Committee, will request and review any conflicts of interest policies from third party service(s) for reasonableness.
2.3 Oversight of AMUS Proxy Voting activities, policies, and procedures
Not less than annually, WPM with support from AMUS Compliance will provide the Committee with appropriate metrics on voting activity, including voting where potential or perceived conflict(s) of interest were identified. These metrics should be organized by channel, as referenced in section 2.1 of this procedure.
In addition, AMUS Compliance will verify updates made to the Proxy Guidelines, if any, and will also review and update these Proxy Voting Procedures appropriately. Updated Proxy Guidelines should be distributed to the third party proxy voting service(s) accordingly.
These Proxy Voting Procedures, voting metrics, and any additional materials specified by the Committee, must be presented to the Committee for review and approval.
2.4 Availability of Policies and Procedures
AMUS provides its clients with a copy of its Proxy Voting Policy and Procedures upon request, with the provision that these policies and procedures may be updated from time to time. In addition, clients may request at any time a copy of the firms voting records for their respective account(s) by making a formal request to AMUS. AMUS will make the information available within a reasonable time and in a manner appropriate to the nature of the advisory business.
2.5 Disclosure of Votes
AMUS will send a written report upon a clients request that will disclose how the clients proxy was voted. Reports will be available for securities voted.
C-7
| HSBC Global Asset Management (USA) Inc. Regulatory Compliance | Version 2.0 |
| Proxy Voting Policy and Procedures | November 2015 |
2.6 Record Keeping
AMUS will designate one person, the AMUS CCO or designee, who will not be the same person as the person who decides how proxies are voted, who will be responsible for record-keeping requirements. AMUS will maintain records of proxies voted pursuant to Section 204-2 of the Advisers Act. Such records will include:
| (a) | a copy of its policies and procedures; | |
| (b) | proxy statements received regarding client securities; | |
| (c) | a record of each vote cast; | |
| (d) | a copy of any document created by the adviser that was material to making a decision how to vote proxies on behalf of a client or that memorializes the basis for that decision; and | |
| (e) | each written request for proxy voting records | |
C-8
HSBC Global Asset
Management (UK) Ltd.
Global voting guidelines
Our
approach
We believe that high
standards of corporate governance help companies to deliver sustainable returns
to shareholders.
In our dealings with investee companies, and in our voting, we encourage adherence to international and local best practice standards in corporate governance. Our application of these guidelines reflects different perceptions of best practice across different markets.
We recognise that different governance structures have evolved across the markets in which we invest. We seek to uphold the principles set out in this document to ensure that these structures can work most effectively.
Our predisposition is to support the management of the companies in which we invest.
Board
leadership
We believe that
boards should provide clear leadership and oversight of companies.
Chairmen have a key role in driving the work of the board and ensuring that it provides effective leadership and oversight of the company.
We favour the separation of the roles of Chairman and Chief Executive. Companies reverting to a combination of these roles should provide both an explanation and shareholder safeguards such as a strong lead independent director.
Shareholders expect directors to provide effective stewardship and ensure that companies act in the interests of all shareholders.
Independent representation is an important element in ensuring that the interests of all shareholders are advanced. We believe that at least one third of a board or supervisory board should comprise independent directors. Where a higher local standard exists, we encourage companies to meet that standard. For emerging markets, where having one third independent directors may not be realistic, our voting reflects the importance of independent representation nonetheless.
In assessing independence, we consider a candidates current or former employment with the company, family links with other directors, commercial links with the company, significant shareholding in the company and tenure in excess of 12 years.
We favour annual re-election of individual directors but recognise that this does not reflect current practice in many markets. We would not normally support measures to increase the terms for which directors are elected or the grouping of directors elections.
We normally regard discharge of directors as a routine matter, unless there are significant concerns about the conduct of an individual director or the protection of shareholder interests.
Boards should establish committees to consider remuneration and audit issues. These should be at least majority independent, with full independence the standard in some markets. For emerging markets, our voting will encourage independent representation, whilst recognising that majority independence may not yet be realistic. Nomination committees should include independent representation.
C-9
Board
remuneration
Remuneration
should be set at the level required to reward and motivate company management.
Remuneration linked to short and long-term performance measures have an
important role in incentivising management. Such measures should be challenging.
They should be publicly available in a full disclosure of individual and overall
directors remuneration.
We welcome share-based incentives that underpin the alignment of interest between management and shareholders.
Non-executive directors remuneration may include or comprise shares but should not be linked to particular performance criteria.
We welcome schemes which encourage the participation of all staff in a companys equity.
Companies should be mindful of the dilutive impact of share-based remuneration. The overall impact of such plans should normally be limited to 10 per cent in ten years.
Executive directors should not be involved in the determination of their own remuneration.
Companies should avoid excessive payments to departing directors.
Capital
issues
Shareholders are
amongst the principal providers of the capital which companies need to grow and
flourish. Companies should be mindful of the interests of existing shareholders
as they contemplate changes to their capital structure.
Existing shareholders should have a pre-emptive right to participate in significant capital increases. We would not normally support share issuance authority without pre-emption which would result in dilution of more than 15 per cent. We recognise that pre-emption is not an established concept in some markets.
Whilst companies need flexibility to issue new capital in response to new opportunities, we would not normally support a general share issuance authority with pre-emption in excess of 35 per cent. We believe that opportunities requiring new capital above this level should be brought to a shareholders meeting for specific approval. In a small number of markets we apply higher or lower limits to reflect market practice / investor concerns.
We would normally support convertible debt issuance authorities that operate within these equity issuance limits.
We would normally support an authority to repurchase shares as long this would not be at a premium in excess of 5 per cent, could not be used during a takeover period and no more that 15 per cent of issued capital could be held in treasury, with shares repurchased above that level to be cancelled.
Shareholder
rights
We believe that all
shareholders should have equal voting and other rights. We would not normally
support resolutions to maintain or extend existing inequalities.
We would normally vote against the introduction or continuation of poison pill defences.
We do not support measures to require shareholders to disclose their shareholding below the level required in local company regulations.
C-10
Companies should ensure that they have adequate mechanisms to avoid conflicts of interest in transactions with related parties. This may include specific shareholder votes.
Shareholders need sufficient information to exercise their votes. This should be provided in a timely manner. We may vote against resolutions where insufficient information has been provided to allow an informed vote.
Resolutions for shareholder approval should not bundle together separate matters.
We would normally support resolutions relating to the administrative arrangements of a company unless these would be detrimental to the rights of minority shareholders.
Audit &
accounts
We would normally
support the re-election of external or statutory auditors unless there are
concerns about their independence or commitment to protecting shareholder
interests. Such concerns could include excessive non-audit fees paid to the
auditors.
Approval of the annual accounts is normally a routine matter, unless concerns have been raised about the accounts presented. It is sometimes an opportunity to express broader concerns about the companys governance or information available to shareholders.
Transactions
Significant corporate
transactions are assessed on a case-by-case basis to determine investors best
interest. For quantitatively-managed holdings where our investment process would
not evaluate particular transactions, our default position is to abstain.
Shareholder
proposals
Our approach to
governance-based shareholder proposals reflects the principles set out above.
Our approach to environmental and social resolutions is set out in a separate
voting policy.
April 2012
C-11
STATEMENT OF ADDITIONAL INFORMATION
HSBC FUNDS
| Class A | Class B | Class C | Class D | Class E | |
| HSBC U.S. Government
Money Market Fund |
FTRXX | HUBXX | HUMXX | HGDXX | HGEXX |
| HSBC U.S. Treasury Money
Market Fund |
HWAXX | --- | HUCXX | HTDXX | HTEXX |
| Class I | Intermediary Class |
Intermediary Service Class |
Class Y | ||
| HSBC U.S. Government
Money Market Fund |
HGIXX | HGGXX | HGFXX | RGYXX | |
| HSBC U.S. Treasury Money
Market Fund |
HBIXX | HTGXX | HTFXX | HTYXX |
P.O. Box 8106
Boston, MA
02266-8106
General and Account Information - (800) 782-8183 (Toll Free)
| HSBC Global Asset Management (USA) Inc. | Citi Fund Services Ohio, Inc. |
| Investment Adviser and Administrator of the Funds | Sub-Administrator of the Funds |
| ( Adviser or Administrator) | (Citi or Sub-Administrator) |
THIS STATEMENT OF ADDITIONAL INFORMATION IS NOT A PROSPECTUS AND IS ONLY AUTHORIZED FOR DISTRIBUTION WHEN PRECEDED OR ACCOMPANIED BY THE PROSPECTUS FOR THE FUNDS DATED FEBRUARY 28, 2017 (the Prospectus). This Statement of Additional Information (SAI) contains additional and more detailed information than that set forth in the Prospectus and should be read in conjunction with the Prospectus. The Prospectus and SAI may be obtained without charge by writing or calling the HSBC Funds (the Trust) at the address and telephone number printed above.
References in this SAI to the Prospectus are to the Prospectus dated February 28, 2017 of the Trust by which shares of the funds listed above (each a Fund and, collectively, the Funds) are being offered. Unless the context otherwise requires, terms defined in the Prospectus have the same meaning in this SAI as in the Prospectus.
The Funds current audited financial statements dated October 31, 2016 are incorporated herein by reference from the Annual Report of the Funds dated October 31, 2016 as filed with the Securities and Exchange Commission (SEC). Copies of this Annual Report may be obtained without charge by writing or calling the Trust at the address and telephone number printed above.
February 28, 2017
TABLE OF CONTENTS
| Page | |
| GENERAL INFORMATION | 1 |
| INVESTMENT OBJECTIVE, POLICIES AND RESTRICTIONS | 1 |
| U.S. Government Money Market Fund | 2 |
| U.S. Treasury Money Market Fund | 2 |
| Qualifying as a Regulated Investment Company | 3 |
| INVESTMENT TECHNIQUES AND RISKS | 3 |
| Cyber Security Risk | 4 |
| Fixed Income Instruments | 4 |
| Investments In Other Investment Companies | 5 |
| Liquidity | 5 |
| Mortgage-Related Securities | 6 |
| Operational Risk | 12 |
| Repurchase Agreements | 12 |
| Selection of Money Market Investments | 13 |
| U.S. Government Securities | 14 |
| PORTFOLIO TRANSACTIONS | 14 |
| DISCLOSURE OF PORTFOLIO HOLDINGS | 17 |
| INVESTMENT RESTRICTIONS | 18 |
| U.S. Government Money Market Fund | 19 |
| U.S. Treasury Money Market Fund | 21 |
| Diversification and Other Measures | 21 |
| Percentage and Rating Restrictions | 22 |
i
| MANAGEMENT OF THE TRUST | 22 |
| Board of Trustees | 22 |
| Committees | 26 |
| Fund Ownership | 27 |
| Trustee and Officer Compensation | 28 |
| Investment Adviser | 29 |
| Distribution Plans - Class A, Class B, Class C, and Class D Shares Only | 31 |
| The Distributor | 31 |
| Payments to Financial Intermediaries | 32 |
| Administrator and Sub-Administrator | 34 |
| Transfer Agent | 35 |
| Custodian | 36 |
| Fund Accounting Agent | 37 |
| Shareholder Services Plan | 37 |
| Federal Banking Law | 38 |
| Expenses | 39 |
| Proxy Voting | 39 |
| DETERMINATION OF NET ASSET VALUE | 39 |
| PURCHASE OF SHARES | 40 |
| Exchange Privilege | 41 |
| In-Kind Purchases | 42 |
| Automatic Investment Plan | 42 |
| Purchases Through a Shareholder Servicing Agent or a Securities Broker | 43 |
| Contingent Deferred Sales Charge (CDSC) - Class B Shares | 43 |
| Conversion Feature - Class B Shares and Class C Shares | 44 |
| Level Load Alternative - Class C Shares | 44 |
| REDEMPTION OF SHARES | 44 |
| Systematic Withdrawal Plan | 45 |
| Redemption of Shares Purchased Directly Through the Funds | 45 |
| Check Redemption Service | 46 |
| RETIREMENT PLANS | 46 |
| Individual Retirement Accounts (IRAs) | 47 |
| Defined Contribution Plans | 47 |
| Section 457 Plan, 401(k) Plan, 403(b) Plan | 47 |
| DIVIDENDS AND DISTRIBUTIONS | 47 |
| DESCRIPTION OF SHARES, VOTING RIGHTS, AND LIABILITIES | 48 |
| TAXATION | 53 |
ii
| Federal Income Tax | 53 |
| Distributions in General | 54 |
| Sale, Exchange or Redemption of Shares | 55 |
| Original Issue Discount/Market Discount | 55 |
| Backup Withholding | 56 |
| Other Taxation | 56 |
| Foreign Shareholders | 56 |
| OTHER INFORMATION | 57 |
| Capitalization | 57 |
| Independent Registered Public Accounting Firm | 57 |
| Counsel | 57 |
| Code of Ethics | 58 |
| Registration Statement | 58 |
| Financial Statements | 58 |
| Shareholder Inquiries | 58 |
| APPENDIX A: DESCRIPTION OF SECURITIES RATINGS | A-1 |
| APPENDIX B: HSBC FUNDS PROXY VOTING POLICY | B-1 |
| APPENDIX C: HSBC GLOBAL ASSET
MANAGEMENT (USA) INC. PROXY VOTING POLICY |
C-1 |
iii
GENERAL INFORMATION
The HSBC U.S. Government Money Market Fund (Government Money Market Fund) and HSBC U.S. Treasury Money Market Fund (U.S. Treasury Money Market Fund), are separate series of the Trust, an open-end management investment company. Each Fund is a money market fund that must comply with the requirements of the SECs Rule 2a-7 under the Investment Company Act of 1940, as amended (the 1940 Act) and, by virtue of compliance with the diversification requirements of Rule 2a-7, is deemed to have satisfied the diversification requirements of the 1940 Act. Each Fund has its own distinct investment objective and policies. Each Fund is described in this SAI. The Trust includes certain equity and fixed income funds that are covered in separate SAIs. Shares of the Government Money Market Fund are divided into nine separate classes: Class A (the Class A Shares), Class B (the Class B Shares), Class C (the Class C Shares), Class D (the Class D Shares), Class E (the Class E Shares), Institutional Shares (the Class I Shares), Intermediary Class (the Intermediary Shares), Intermediary Service Class (the Intermediary Service Shares), and Class Y (the Class Y Shares) and shares of the U.S. Treasury Money Market Fund are divided into eight separate classes: Class A Shares, Class C Shares, Class D Shares, Class E Shares, Class I Shares, Intermediary Class, Intermediary Service Class, and Class Y. The U.S. Treasury Money Market Fund does not offer Class B Shares. Class B Shares of the Government Money Market Fund may no longer be purchased or acquired by any new or existing Class B shareholder, except through dividend and/or capital gains reinvestment. See Purchase of Shares for information about the various classes and eligibility to invest therein.
INVESTMENT OBJECTIVE, POLICIES AND RESTRICTIONS
The following information supplements the discussion of the investment objective, policies, and risks of each Fund in the Funds Prospectus.
Each Fund covered by this SAI is a money market fund that follows investment and valuation policies designed to maintain a stable net asset value (NAV) of $1.00 per share. There is no assurance that any Fund will be able to maintain a stable NAV of $1.00 per share. In addition, there can be no assurance that the investment objective of a Fund will be achieved. Except as otherwise indicated, the investment objective and related policies and strategies of a Fund are not fundamental and may be changed by the Board of Trustees of the Trust without the approval of Fund shareholders. Shareholders will be given advance notice of material changes to a Fund's investment objective or other non-fundamental investment policies. If there is a change, shareholders should consider whether a Fund remains an appropriate investment in light of their then-current financial position and needs.
1
U.S. GOVERNMENT MONEY MARKET FUND
The Fund is a government money market fund and seeks to maintain a stable price of $1.00 per share. The Fund seeks to achieve its investment objective by investing at least 99.5% of its total assets in cash, securities issued or guaranteed by the United States or certain U.S. government agencies or instrumentalities (U.S. Government Securities) and/or repurchase agreements that are collateralized fully by these types of obligations. In addition, the Fund must invest, under normal circumstances, at least 80% of its net assets, plus any borrowings for investment purposes, U.S. Government Securities and repurchase agreements collateralized fully by these types of obligations. This policy is not fundamental and may be changed by the Board of Trustees of the Trust upon 60 days notice to Fund shareholders. If there is a change, shareholders should consider whether the Fund remains an appropriate investment in light of their then-current financial position and needs. All investments on behalf of the Fund (i.e., 100% of the Funds investments) mature or are deemed to mature within 397 days from the date of acquisition, as calculated in accordance with Rule 2a-7. The Fund also must have a dollar-weighted average portfolio maturity of 60 days or less and a dollar-weighted average portfolio life of 120 days or less, each as calculated in accordance with Rule 2a-7.
The Fund invests in obligations of, or obligations guaranteed by, the U.S. Government, its agencies or instrumentalities. These include issues of the U.S. Treasury, such as bills, notes and bonds, and issues of agencies and instrumentalities established under the authority of an Act of Congress. Some of the latter category of obligations are supported by the full faith and credit of the United States, others are supported by the right of the issuer to borrow from the U.S. Treasury, and still others are supported only by the credit of the agency or instrumentality. Examples of each of the three types of obligations described in the preceding sentence are (i) obligations guaranteed by the Government National Mortgage Association (GNMA), (ii) obligations of the Federal National Mortgage Association (FNMA), and (iii) obligations of the Federal Farm Credit Bank, respectively.
U.S. TREASURY MONEY MARKET FUND
The Fund is a government money market fund and seeks to maintain a stable price of $1.00 per share. The Fund seeks to achieve its investment objective by investing, under normal market conditions, exclusively in direct obligations of the U.S. Treasury. In addition, the Fund must invest, under normal circumstances, at least 80% of its net assets, plus any borrowings for investment purposes, in direct obligations of the U.S. Treasury. This policy is not fundamental and may be changed by the Board of Trustees of the Trust upon 60 days notice to Fund shareholders. If there is a change, shareholders should consider whether the Fund remains an appropriate investment in light of their then-current financial position and needs. All investments on behalf of the Fund (i.e., 100% of the Funds investments) mature or are deemed to mature within 397 days from the date of acquisition, as calculated in accordance with Rule 2a-7. The Fund also must have a dollar-weighted average portfolio maturity of 60 days or less and a dollar-weighted average portfolio life of 120 days or less, as calculated in accordance with Rule 2a-7.
The Fund may not enter into loans of its portfolio securities, invest in obligations issued or guaranteed by agencies or instrumentalities of the U.S. Government, or invest in repurchase agreements. However, the Fund may temporarily invest in repurchase agreements collateralized by U.S. Treasury obligations.
The U.S. Treasury issues various types of marketable securities consisting of bills, notes, bonds and other debt securities. They are direct obligations of the U.S. Government and differ primarily in the length of their maturity. Treasury bills, the most frequently issued marketable U.S. Government security, have a maturity of up to one year and are issued on a discount basis.
2
QUALIFYING AS A REGULATED INVESTMENT COMPANY
The Trust intends for each Fund to maintain its qualification as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended (the Code). In order to maintain such qualification, among other things, at the close of each quarter of each Funds taxable year, at least 50% of the Funds total assets must be represented by cash, U.S. Government Securities, investment company securities and other securities limited in respect of any one issuer to not more than 5% in value of the total assets of the Fund and not more than 10% of the outstanding voting securities of such issuer. In addition, at the close of each quarter of its taxable year, not more than 25% of a Funds total assets may be invested in securities of one issuer (or two or more issuers which are controlled by the Fund and which are determined to be engaged in the same or similar trades or businesses or related businesses) other than U.S. Government securities or the securities of other regulated investment companies or in the securities of one or more qualified publicly traded partnerships.
INVESTMENT TECHNIQUES AND RISKS
Each Fund invests in a variety of securities in accordance with its investment objectives and policies (as described in the Prospectus and above in this SAI) and employs a number of investment techniques. Each type of security and technique involves certain risks. The following is an alphabetical list of the investment techniques used by the Funds as indicated in the table, and the main risks associated with those techniques.
The table below indicates the types of investments and techniques that are material to the investment strategies employed by each Fund. In some cases, the omission of a Fund is not intended to imply that the Fund is precluded from investing in the types of investments or employing the techniques indicated below. Generally, if a particular type of investment or technique is not indicated as being applicable to a particular Fund, the particular type of investment or technique will not be material to the investment strategies employed by the Fund, although any risk factors that are stated more generally with respect to any broader category of investment or technique may still apply.
|
Type of Investment Technique or Risk |
U.S.
Government |
U.S.
Treasury |
| Cyber Security Risk | X | X |
| Fixed Income Securities | X | X |
| Investments in Other Investment Companies | X | |
| Liquidity | X | X |
| Mortgage-Related Securities | X | |
| Operational Risk | X | X |
| Repurchase Agreements | X | X* |
| Selection of Money Market Investments | X | X |
| U.S. Government Securities | X | X |
| * |
The U.S. Treasury Money Market Fund, under adverse market conditions, temporarily may invest in repurchase agreements collateralized by U.S. Treasury obligations. |
3
CYBER SECURITY RISK
The Funds face greater risks of cyber security breaches because of the broad use of technology, such as computer systems and the internet, that has developed in the course of business. In general, cyber-attacks result from deliberate attacks but other events may have effects similar to those caused by cyber-attacks. Cyber-attacks include, among others, stealing or corrupting data that is maintained online or digitally, denial-of-service attacks on websites, and the unauthorized release of confidential information. Cyber-attacks affecting a Fund or its investment adviser, subadviser, custodian, transfer agent, intermediary or other third-party service provider may adversely impact the Fund. These cyber-attacks have the ability to cause disruptions and impact business operations, to result in financial losses, to prevent shareholders from transacting business, and to lead to violations of applicable privacy and other laws, regulatory fines, penalties, reputational damage, reimbursement or other compensation costs, and/or additional compliance costs. Similar to operational risk in general, the Funds and their investment adviser have instituted risk management systems designed to minimize the risks associated with cyber security. However, it is not certain that these systems will succeed, especially because the Funds do not directly control the cyber security systems of the service providers to the Funds, their trading counterparties, or the issuers in which a Fund may invest. Moreover, there is a risk that the cyber-attacks will not be detected.
FIXED INCOME INSTRUMENTS
The Funds may invest in fixed income securities. The value of a Funds investment in fixed income instruments may change as prevailing interest rates fluctuate. When interest rates decline, the value of fixed income securities can be expected to rise. Conversely, when interest rates rise, the value of fixed income securities can be expected to decline. The Funds investments in fixed income securities with longer terms to maturity or greater duration are subject to greater volatility than shorter-term obligations. Fluctuations in interest rates may affect the yield, liquidity and value of investments in income-producing or fixed income securities. A wide variety of factors can cause interest rates to rise (e.g., central bank monetary policies, inflation rates, general economic conditions, etc.). The risks associated with rising interest rates are heightened given that interest rates are near historic lows, but may increase in the future with unpredictable effects on the markets and a Funds investments.
Recent outflows in the fixed income market could impose difficulties on dealers because the increase over the past decade of assets in bond mutual funds and exchange traded funds has not been matched with a proportionate increase in dealer capacity. As such, dealer inventories appear to be at an all-time low, relative to the market size. This reduction in market-making capacity by dealers has the potential to decrease liquidity and increase volatility in fixed income markets.
Following the financial crisis in 2007, the Board of Governors of the Federal Reserve System (the Federal Reserve) has attempted to stabilize the U.S. economy and support the U.S. economic recovery by keeping the federal funds rate at or near zero percent. The Federal Reserve has further regulated interest rates and the monetary bases by purchasing large quantities of securities issued or guaranteed by the U.S. government, its agencies or instrumentalities on the open market (Quantitative Easing). While the Federal Reserve finalized its Quantitative Easing Program towards the end of October 2014, the central bank has continued to keep interest rates low. However, the Federal Reserve has recently raised the federal funds rate. As the Federal Reserve continues to raise the federal funds rate, there will be a risk that interest rates across the U.S. financial system will rise. These policy changes may expose debt instrument and related markets to heightened volatility and may reduce liquidity for certain Fund investments, which could cause the value of a Funds investments and share price to decline. To the extent a Fund experiences high redemptions because of these policy changes, a Fund may experience increased portfolio turnover, which will increase the costs that a Fund incurs and may lower a Funds performance. The liquidity levels of a Funds portfolio may also be affected.
4
After purchase by a Fund, a fixed income security may cease to be rated or its rating may be reduced below the minimum required for purchase. A fixed income security which has had its rating downgraded or revoked may be subject to greater risk to principal and income, and often involve greater volatility of price, than instruments in the higher rating categories. Such instruments are also subject to greater credit risks (including, without limitation, the possibility of default by or bankruptcy of its issuers of such securities) than securities in higher rating categories.
INVESTMENTS IN OTHER INVESTMENT COMPANIES
Subject to certain restrictions, the Government Money Market Fund may invest in securities issued by other investment companies. Such securities will be acquired by the Fund within the limits prescribed by the 1940 Act and the rules thereunder. Investors should recognize that the purchase of securities of other investment companies results in duplication of expenses such that investors indirectly bear a proportionate share of the expenses of such companies including operating costs, and investment advisory and administrative services fees.
The Trust may, in the future, seek to achieve the Government Money Market Funds investment objective (subject to applicable investment restrictions) by investing all of the Funds assets in an open-end management investment company having substantially the same investment objective, policies and restrictions as those applicable to the Fund. In such event, the investment advisory contract for the Fund would be terminated and the administrative services fees paid by the Fund would be reduced. Such investment would be made only if the Trustees of the Trust believe that the aggregate per share expenses of the Fund and such other investment company will be less than or approximately equal to the expenses which the Fund would incur if the Trust were to continue to retain the services of an investment adviser for the Fund and the assets of the Fund were to continue to be invested directly in portfolio securities.
In cases where (i) the Fund has an investment policy to invest under normal circumstances at least 80% of its net assets in a particular type or category of securities, and (ii) the Fund invests in another investment company that has a similar investment policy requiring it to invest under normal circumstances at least 80% of its net assets in that type or category of securities, the Fund will treat 80% of its investment in the other investment company as meeting the requirements of the Funds policy concerning the investment of at least 80% of the Funds net assets.
LIQUIDITY
The Funds will comply with the liquidity requirements under Rule 2a-7, including the weekly and daily liquidity requirements. In addition, each Fund will not acquire an illiquid security (as defined below) if, immediately after the acquisition, the Fund would have invested more than 5% of its total assets in illiquid securities. An illiquid security is a security that cannot be sold or disposed of within seven calendar days in the ordinary course of business at approximately the amount at which a Fund has valued the security.
The policy with respect to the purchase of illiquid securities does not limit the acquisition of securities eligible for resale to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the 1933 Act) or commercial paper issued pursuant to Section 4(a)(2) under the 1933 Act that are determined to be liquid in accordance with guidelines established by the Board of Trustees. There may be delays in selling these securities, and sales may be made at less favorable prices.
The Adviser may determine that a particular Rule 144A or Section 4(a)(2) security is liquid and thus not subject to the limitation on investments in illiquid securities, pursuant to guidelines adopted by the Board of Trustees. Factors that the Adviser must consider in determining whether a particular Rule 144A security is liquid include the frequency of trades and quotes for the security, the number of dealers willing to purchase or sell the security and the number of other potential purchasers, dealer undertakings to make a market in the security, and the nature of the security and the nature of the market for the security (i.e., the time needed to dispose of the security, the method of soliciting offers and the mechanics of transfer). Investing in Rule 144A securities could have the effect of increasing the level of a Funds illiquidity to the extent that qualified institutions might become, for a time, uninterested in purchasing these securities.
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MORTGAGE-RELATED SECURITIES
The Government Money Market Fund may invest in mortgage-backed certificates and other securities representing ownership interests in mortgage pools, including collateralized mortgage obligations (CMOs). Interest and principal payments on the mortgages underlying mortgage-backed securities are passed through to the holders of the mortgage-backed securities. Mortgage-backed securities currently offer yields higher than those available from many other types of fixed-income securities, but because of their prepayment aspects, their price volatility and yield characteristics will change based on changes in prepayment rates.
There are two methods of trading mortgage-backed securities. A specific pool transaction is a trade in which the pool number of the security to be delivered on the settlement date is known at the time the trade is made. This is in contrast with the typical mortgage transaction, called a TBA (to be announced) transaction, in which the type of mortgage securities to be delivered is specified at the time of trade but the actual pool numbers of the securities that will be delivered are not known at the time of the trade. For example, in a TBA transaction an investor could purchase $1 million of 30-year Federal National Mortgage Association (FNMA) 9% mortgages and receive up to three pools on the settlement date. The pool numbers of the pools to be delivered at settlement will be announced shortly before settlement takes place. The terms of the TBA trade may be made more specific if desired. For example, an investor may request pools with particular characteristics, such as those that were issued prior to January 1, 1990. The most detailed specification of the trade is to request that the pool number be known prior to purchase. In this case, the investor has entered into a specific pool transaction. Generally, agency pass-through mortgage-backed securities are traded on a TBA basis. The specific pool numbers of the securities purchased do not have to be determined at the time of the trade.
Mortgage-backed securities have yield and maturity characteristics that are dependent on the mortgages underlying them. Thus, unlike traditional debt securities, which may pay a fixed rate of interest until maturity when the entire principal amount comes due, payments on these securities include both interest and a partial payment of principal. In addition to scheduled loan amortization, payments of principal may result from the voluntary prepayment, refinancing or foreclosure of the underlying mortgage loans. Such prepayments may significantly shorten the effective durations of mortgage-backed securities, especially during periods of declining interest rates. Similarly, during periods of rising interest rates, a reduction in the rate of prepayments may significantly lengthen the effective durations of such securities.
Investment in mortgage-backed securities poses several risks, including interest rate, prepayment, market, and credit risk. Interest rate risk reflects the risk that, as interest rates rise, the value of mortgage-backed securities generally can be expected to fall. Prepayment risk reflects the risk that borrowers may prepay their mortgages faster than expected, thereby affecting the investments average life and perhaps its yield. Whether or not a mortgage loan is prepaid is almost entirely controlled by the borrower. Borrowers are most likely to exercise prepayment options at the time when it is least advantageous to investors, generally prepaying mortgages as interest rates fall, and slowing payments as interest rates rise. Besides the effect of prevailing interest rates, the rate of prepayment and refinancing of mortgages may also be affected by home value appreciation, ease of the refinancing process and local economic conditions.
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Market risk reflects the risk that the price of the security may fluctuate over time. The price of mortgage-backed securities may be particularly sensitive to prevailing interest rates, the length of time the security is expected to be outstanding, and the liquidity of the issue. In a period of unstable interest rates, there may be decreased demand for certain types of mortgage-backed securities, and a Fund invested in such securities wishing to sell them may find it difficult to find a buyer, which may in turn decrease the price at which they may be sold.
Credit risk reflects the risk that the Government Money Market Fund may not receive all or part of its principal because the issuer or credit enhancer has defaulted on its obligations. Obligations issued by U.S. Government-related agencies or instrumentalities may not be backed by the full faith and credit of the U.S. Government. The performance of private label mortgage-backed securities, issued by private institutions, is based on the financial health of those institutions.
The recent financial downturnparticularly the increase in delinquencies and defaults on residential mortgages, falling home prices, and unemploymenthas adversely affected the market for mortgage-related securities. In addition, various market and governmental actions may impair the ability to foreclose on or exercise other remedies against underlying mortgage holders, or may reduce the amount received upon foreclosure. These factors have caused certain mortgage-related securities to experience lower valuations and reduced liquidity. There is also no assurance that the U.S. Government will take further action to support the mortgage-related securities industry, as it has in the past, should the economic downturn continue or the economy experience another downturn. Further, recent legislative action and any future government actions may significantly alter the manner in which the mortgage-related securities market functions. Each of these factors could ultimately increase the risk that the Government Money Market Fund could realize losses on mortgage-related securities.
Mortgage Pass-Through Securities. Interests in pools of mortgage-related securities differ from other forms of debt securities, which normally provide for periodic payment of interest in fixed amounts with principal payments at maturity or specified call dates. Instead, these securities provide a monthly payment that consists of both interest and principal payments. In effect, these payments are a pass-through of the monthly payments made by the individual borrowers on their residential or commercial mortgage loans, net of any fees paid to the issuer or guarantor of such securities. Additional payments are caused by repayments of principal resulting from the sale of the underlying property, refinancing or foreclosure, net of fees or costs that may be incurred. Some mortgage-related securities (such as securities issued by the Government National Mortgage Association (GNMA)) are described as modified pass-through. These securities entitle the holder to receive all interest and principal payments owed on the mortgage pool, net of certain fees, at the scheduled payment dates regardless of whether or not the mortgagor actually makes the payment.
The principal governmental guarantor of mortgage-related securities is GNMA. GNMA is a wholly owned U.S. Government corporation within the Department of Housing and Urban Development. GNMA is authorized to guarantee, with the full faith and credit of the U.S. Government, the timely payment of principal and interest on securities issued by institutions approved by GNMA (such as savings and loan institutions, commercial banks and mortgage bankers) and backed by pools of Federal Housing Administration (FHA) insured or Department of Veterans Affairs (VA) guaranteed mortgages. Government-related guarantors (i.e., not backed by the full faith and credit of the U.S. Government) include the FNMA and the Federal Home Loan Mortgage Corporation (FHLMC). FNMA is a government-sponsored corporation. FNMA purchases conventional (i.e., not insured or guaranteed by any government agency) residential mortgages from a list of approved seller/servicers which include state and federally chartered savings and loan associations, mutual savings banks, commercial banks and credit unions and mortgage bankers. Pass-through securities issued by FNMA are guaranteed as to timely payment of principal and interest by FNMA but are not backed by the full faith and credit of the U.S. Government.
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FHLMC was created by Congress in 1970 for the purpose of increasing the availability of mortgage credit for residential housing. It is a government-sponsored corporation formerly owned by the Federal Home Loan Banks. FHLMC issues participation certificates (PCs) which represent interests in conventional mortgages from FHLMCs national portfolio. FHLMC guarantees the timely payment of interest and ultimate collection of principal, but PCs are not backed by the full faith and credit of the U.S. Government.
In September 2008, the Federal Housing Finance Agency (FHFA) placed FNMA and FHMLC into conservatorship. As the conservator, FHFA succeeded to all rights, titles, powers and privileges of FNMA and FHLMC and of any stockholder, officer or director of FNMA and FHLMC with respect to FNMA and FHLMC and the assets of FNMA and FHLMC. FHFA selected a new chief executive officer and chairman of the board of directors for each of FNMA and FHLMC. The FHFA has indicated that the conservatorship of each enterprise will end when the director of FHFA determines that FHFAs plan to restore the enterprise to a safe and solvent condition has been completed. FNMA and FHLMC are continuing to operate as going concerns while in conservatorship and each remain liable for all of its obligations, including its guaranty obligations, associated with its mortgage-backed securities. The steps taken in connection with the conservatorship are both intended to enhance each of FNMAs and FHLMCs ability to meet its obligations.
Under the Federal Housing Finance Regulatory Reform Act of 2008 (the Reform Act), which was included as part of the Housing and Economic Recovery Act of 2008, FHFA, as conservator or receiver, has the power to repudiate any contract entered into by FNMA or FHLMC prior to FHFAs appointment as conservator or receiver, as applicable, if FHFA determines, in its sole discretion, that performance of the contract is burdensome and that repudiation of the contract promotes the orderly administration of FNMAs or FHLMCs affairs. The Reform Act requires FHFA to exercise its right to repudiate any contract within a reasonable period of time after its appointment as conservator or receiver.
FHFA, in its capacity as conservator, has indicated that it has no intention to repudiate the guaranty obligations of FNMA or FHLMC because FHFA views repudiation as incompatible with the goals of the conservatorship. However, in the event that FHFA, as conservator or if it is later appointed as receiver for FNMA or FHLMC, were to repudiate any such guaranty obligation, the conservatorship or receivership estate, as applicable, would be liable for actual direct compensatory damages in accordance with the provisions of the Reform Act. Any such liability could be satisfied only to the extent of FNMAs or FHLMCs assets available therefor.
In the event of repudiation, the payments of interest to holders of FNMA or FHLMC mortgage-backed securities would be reduced if payments on the mortgage loans represented in the mortgage loan groups related to such mortgage-backed securities are not made by the borrowers or advanced by the servicer. Any actual direct compensatory damages for repudiating these guaranty obligations may not be sufficient to offset any shortfalls experienced by such mortgage-backed security holders.
Further, in its capacity as conservator or receiver, FHFA has the right to transfer or sell any asset or liability of FNMA or FHLMC without any approval, assignment or consent. Although FHFA has stated that it has no present intention to do so, if FHFA, as conservator or receiver, were to transfer any such guaranty obligation to another party, holders of FNMA or FHLMC mortgage-backed securities would have to rely on that party for satisfaction of the guaranty obligation and would be exposed to the credit risk of that party.
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In addition, certain rights provided to holders of mortgage-backed securities issued by FNMA and FHLMC under the operative documents related to such securities may not be enforced against FHFA, or enforcement of such rights may be delayed, during the conservatorship or any future receivership. The operative documents for FNMA and FHLMC mortgage-backed securities may provide (or with respect to securities issued prior to the date of the appointment of the conservator may have provided) that upon the occurrence of an event of default on the part of FNMA or FHLMC, in its capacity as guarantor, which includes the appointment of a conservator or receiver, holders of such mortgage-backed securities have the right to replace FNMA or FHLMC as trustee if the requisite percentage of mortgage-backed securities holders consent. The Reform Act prevents mortgage-backed security holders from enforcing such rights if the event of default arises solely because a conservator or receiver has been appointed. The Reform Act also provides that no person may exercise any right or power to terminate, accelerate or declare an event of default under certain contracts to which FNMA or FHLMC is a party, or obtain possession of or exercise control over any property of FNMA or FHLMC, or affect any contractual rights of FNMA or FHLMC, without the approval of FHFA, as conservator or receiver, for a period of 45 or 90 days following the appointment of FHFA as conservator or receiver, respectively.
In addition, in a February 2011 report to Congress from the Treasury Department and the Department of Housing and Urban Development, the Obama administration provided a plan to reform Americas housing finance market. The plan would reduce the role of and eventually eliminate FNMA and FHLMC. Notably, the plan does not propose similar significant changes to GNMA, which guarantees payments on mortgage-related securities backed by federally insured or guaranteed loans such as those issued by the Federal Housing Association or guaranteed by the Department of Veterans Affairs. The report also identified three proposals for Congress and the administration to consider for the long-term structure of the housing finance markets after the elimination of FNMA and FHLMC, including implementing: (i) a privatized system of housing finance that limits government insurance to very limited groups of creditworthy low- and moderate-income borrowers; (ii) a privatized system with a government backstop mechanism that would allow the government to insure a larger share of the housing finance market during a future housing crisis; and (iii) a privatized system where the government would offer reinsurance to holders of certain highly-rated mortgage-related securities insured by private insurers and would pay out under the reinsurance arrangements only if the private mortgage insurers were insolvent.
Commercial banks, savings and loan institutions, private mortgage insurance companies, mortgage bankers and other secondary market issuers also create pass-through pools of conventional residential mortgage loans. Such issuers may, in addition, be the originators and/or servicers of the underlying mortgage loans as well as the guarantors of the mortgage-related securities. Pools created by such nongovernmental issuers generally offer a higher rate of interest than government and government-related pools because there are no direct or indirect government or agency guarantees of payments in the former pools. However, timely payment of interest and principal of these pools may be supported by various forms of insurance or guarantees, including individual loan, title, pool and hazard insurance and letters of credit. The insurance and guarantees are issued by governmental entities, private insurers and the mortgage poolers. Such insurance and guarantees and the creditworthiness of the issuers thereof will be considered in determining whether a mortgage-related security meets the Funds investment quality standards. There can be no assurance that the private insurers or guarantors can meet their obligations under the insurance policies or guarantee arrangements. Although the market for such securities is becoming increasingly liquid, securities issued by certain private organizations may not be readily marketable. The Funds are subject to the liquidity requirements described above.
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The assets underlying mortgage-related securities may be represented by a portfolio of first lien residential mortgages (including both whole mortgage loans and mortgage participation interests) or portfolios of mortgage pass-through securities issued or guaranteed by GNMA, FNMA or FHLMC. Mortgage loans underlying a mortgage-related security may in turn be insured or guaranteed by the FHA or the VA. In the case of private issue mortgage-related securities whose underlying assets are neither U.S. Government securities nor U.S. Government-insured mortgages, to the extent that real properties securing such assets may be located in the same geographical region, the security may be subject to a greater risk of default than other comparable securities in the event of adverse economic, political or business developments that may affect such region and, ultimately, the ability of residential homeowners to make payments of principal and interest on the underlying mortgages.
Collateralized Mortgage Obligations (CMOs). A CMO is a hybrid between a mortgage-backed bond and a mortgage pass-through security. Similar to a bond, interest and prepaid principal is paid, in most cases, semiannually. CMOs may be collateralized by whole mortgage loans, but are more typically collateralized by portfolios of mortgage pass-through securities guaranteed by GNMA, FHLMC or FNMA, and their income streams.
CMOs are structured into multiple classes, each bearing a different stated maturity. Actual maturity and average life will depend upon the prepayment experience of the collateral. CMOs provide for a modified form of call protection through a de facto breakdown of the underlying pool of mortgages according to how quickly the loans are repaid. Monthly payment of principal received from the pool of underlying mortgages, including prepayments, is first returned to investors holding the shortest maturity class. Investors holding the longer maturity classes receive principal only after the first class has been retired. An investor is partially guarded against a sooner than desired return of principal because of the sequential payments. In a typical CMO transaction, a corporation (issuer) issues multiple series (e.g., A, B, C, Z) of CMO bonds (Bonds). Proceeds of the Bond offering are used to purchase mortgages or mortgage pass-through certificates (Collateral). The Collateral is pledged to a third party trustee as security for the Bonds. Principal and interest payments from the Collateral are used to pay principal on the Bonds in the order A, B, C, Z. The Series A, B and C Bonds all bear current interest. Interest on the Series Z Bond is accrued and added to principal and a like amount is paid as principal on the Series A, B or C Bond currently being paid off. When the Series A, B and C Bonds are paid in full, interest and principal on the Series Z Bond begins to be paid currently. With some CMOs, the issuer serves as a conduit to allow loan originators (primarily builders or savings and loan associations) to borrow against their loan portfolios.
FHLMC CMOs. FHLMC CMOs are debt obligations of FHLMC issued in multiple classes having different maturity dates that are secured by the pledge of a pool of conventional mortgage loans purchased by FHLMC. Unlike FHLMC PCs, payments of principal and interest on the CMOs are made semiannually, as opposed to monthly. The amount of principal payable on each semiannual payment date is determined in accordance with FHLMCs mandatory sinking fund schedule, which, in turn, is equal to approximately 100% of FHA prepayment experience applied to the mortgage collateral pool. All sinking fund payments in the CMOs are allocated to the retirement of the individual classes of bonds in the order of their stated maturities. Payment of principal on the mortgage loans in the collateral pool in excess of the amount of FHLMCs minimum sinking fund obligation for any payment date are paid to the holders of the CMOs as additional sinking fund payments. Because of the pass-through nature of all principal payments received on the collateral pool in excess of FHLMCs minimum sinking fund requirement, the rate at which principal of the CMOs is actually repaid is likely to be such that each class of bonds will be retired in advance of its scheduled maturity date.
If collection of principal (including prepayments) on the mortgage loans during any semiannual payment period is not sufficient to meet FHLMCs minimum sinking fund obligation on the next sinking fund payment date, FHLMC agrees to make up the deficiency from its general funds. Criteria for the mortgage loans in the pool backing the FHLMC CMOs are identical to those of FHLMC PCs. FHLMC has the right to substitute collateral in the event of delinquencies and/or defaults.
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Stripped Mortgage-Backed Securities (SMBS). SMBS are derivative multi-class mortgage securities. SMBS may be issued by agencies or instrumentalities of the U.S. Government or by private originators of, or investors in, mortgage loans, including savings and loan associations, mortgage banks, commercial banks, investment banks and special purpose entities of the foregoing.
SMBS are usually structured with two classes that receive different proportions of the interest and principal distributions on a pool of mortgage assets. A common type of SMBS will have one class receiving some of the interest and most of the principal from the mortgage assets, while the other class will receive most of the interest and the remainder of the principal. In the most extreme case, one class will receive all of the interest (the interest-only or IO class), while the other class will receive all of the principal (the principal-only or PO class). The cash flow and yields on IO and PO classes can be extremely sensitive to the rate of principal payments (including prepayments) on the related underlying mortgage assets, and a rapid rate of principal payments may have a material adverse effect on the Government Money Market Funds yield to maturity from these securities. If the underlying mortgage assets experience greater than anticipated prepayments of principal, the Government Money Market Fund may fail to fully recoup its initial investment in these securities even if the security is in one of the highest rating categories.
Although SMBS are typically purchased and sold by institutional investors through several investment banking firms acting as brokers or dealers, these securities were only recently developed. As a result, established trading markets have not yet developed and, accordingly, these securities may be deemed illiquid and subject to the Government Money Market Funds limitations on investment in illiquid securities.
Mortgage-Backed Securities and Asset-Backed Securities - Types of Credit Support. Mortgage-backed securities and asset-backed securities are often backed by a pool of assets representing the obligations of a number of different parties. To lessen the effect of failure by obligors on underlying assets to make payments, such securities may contain elements of credit support. Such credit support falls into two categories: (i) liquidity protection and (ii) protection against losses resulting from ultimate default by an obligor on the underlying assets. Liquidity protection refers to the provision of advances, generally by the entity administering the pool of assets, to ensure that the pass-through of payments due on the underlying pool occurs in a timely fashion. Protection against losses resulting from ultimate default enhances the likelihood of ultimate payment of the obligations on at least a portion of the assets in the pool. Such protection may be provided through guarantees, insurance policies or letters of credit obtained by the issuer or sponsor from third parties, through various means of structuring the transaction or through a combination of such approaches. However, the Fund is subject to the credit risk of a person or entities providing the credit enhancements.
The ratings of mortgage-backed securities and asset-backed securities for which third-party credit enhancement provides liquidity protection or protection against losses from default are generally dependent upon the continued creditworthiness of the provider of the credit enhancement. The ratings of such securities could be subject to reduction in the event of deterioration in the creditworthiness of the credit enhancement provider even in cases where the delinquency and loss experience on the underlying pool of assets is better than expected.
Examples of credit support arising out of the structure of the transaction include senior-subordinated securities (multiple class securities with one or more classes subordinate to other classes as to the payment of principal thereof and interest thereon, with the result that defaults on the underlying assets are borne first by the holders of the subordinated class), creation of reserve funds (where cash or investments, sometimes funded from a portion of the payments on the underlying assets, are held in reserve against future losses) and overcollateralization (where the scheduled payments on, or the principal amount of, the underlying assets exceed those required to make payment of the securities and pay any servicing or other fees). The degree of credit support provided for each issue is generally based on historical information with respect to the level of credit risk associated with the underlying assets. Delinquency or loss in excess of that which is anticipated could adversely affect the return on an investment in such a security.
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OPERATIONAL RISK
The Funds investments or their service providers may be negatively impacted due to operational risks arising from factors such as processing errors and human errors, inadequate or failed internal or external processes, failures in systems and technology, changes in personnel, and errors caused by third-party service providers or trading counterparties. The use of certain investment strategies that involve manual or additional processing increases these risks. Although the Funds attempt to minimize such failures through controls and oversight, it is not possible to identify all of the operational risks that may affect a Fund or to develop processes and controls that completely eliminate or mitigate the occurrence of such failures. A Fund and its shareholders could be negatively impacted as a result.
In addition, the Funds rely on various sources to calculate their NAV. Therefore, each Fund is subject to certain operational risks associated with reliance on third party service providers and data sources. NAV calculation may be impacted by operational risks arising from factors such as failures in systems and technology. Such failures may result in delays in the calculation of a Funds NAV and/or the inability to calculate NAV over extended time periods. Each Fund may be unable to recover any losses associated with such failures.
REPURCHASE AGREEMENTS
The Funds may invest in repurchase agreements. The U.S. Treasury Money Market Fund may invest in repurchase agreements only in respect of direct obligations of the U.S. Treasury. A repurchase agreement arises when a buyer purchases an obligation and simultaneously agrees with the vendor to resell the obligation to the vendor at an agreed-upon price and time, which is usually not more than seven days from the date of purchase. The resale price of a repurchase agreement is greater than the purchase price, reflecting an agreed-upon market rate which is effective for the period of time the buyers funds are invested in the obligation and which is not related to the coupon rate on the purchased obligation. Obligations serving as collateral for each repurchase agreement are delivered to a Funds custodian bank either physically or in book entry form and the collateral is marked to market daily to ensure that each repurchase agreement is fully collateralized at all times. A buyer of a repurchase agreement runs a risk of loss if, at the time of default by the issuer, the value of the collateral securing the agreement is less than the price paid for the repurchase agreement. A Fund may enter into repurchase agreements only with a vendor which is a member bank of the Federal Reserve System or which is a primary dealer (as designated by the Federal Reserve Bank of New York) in U.S. Government obligations. The restrictions and procedures that govern the investment of a Funds assets in repurchase obligations are designed to minimize the Funds risk of losses from those investments. Repurchase agreements are considered collateralized loans under the 1940 Act.
The repurchase agreement provides that, in the event the seller fails to pay the price agreed upon on the agreed upon delivery date or upon demand, as the case may be, the Fund will have the right to liquidate the securities. If, at the time a Fund is contractually entitled to exercise its right to liquidate the securities, the seller is subject to a proceeding under the bankruptcy laws or its assets are otherwise subject to a stay order, the Funds exercise of its right to liquidate the securities may be delayed and result in certain losses and costs to the Fund. The Funds have each adopted and follow procedures which are intended to minimize the risks of repurchase agreements. For example, each Fund only enters into repurchase agreements after the Adviser has determined that the seller is creditworthy, and the Adviser monitors that sellers creditworthiness on an ongoing basis. Moreover, under such agreements, the value of the securities (which are marked to market every business day) is required to be greater than the repurchase price, and the Funds have the right to make margin calls at any time if the value of the securities falls below the agreed upon margin.
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All repurchase agreements entered into by the Funds are fully collateralized at all times during the period of the agreement in that the value of the underlying security is at least equal to the amount of the loan, including the accrued interest thereon, and the Fund or its custodian bank has possession of the collateral, which the Trusts Board of Trustees believes gives the Fund a valid, perfected security interest in the collateral. The Trusts Board of Trustees believes that the collateral underlying repurchase agreements may be more susceptible to claims of the sellers creditors than would be the case with securities owned by a Fund. Repurchase agreements give rise to income which does not qualify as tax-exempt income when distributed to Fund shareholders.
Repurchase agreements involving obligations other than U.S. Government Securities (such as commercial paper, corporate bonds, mortgage loans and equities) may be subject to special risks and may not have the benefit of certain protections in the event of the counterpartys insolvency. Moreover, repurchase agreements secured by obligations that are not eligible for direct investment under Rule 2a-7 under the 1940 Act or a Funds investment strategies and limitations, may require the Fund to promptly dispose of such collateral if the seller or guarantor becomes insolvent. If the seller or guarantor becomes insolvent, a Fund may suffer delays, costs and possible losses in connection with the disposition of collateral.
SELECTION OF MONEY MARKET INVESTMENTS
The Funds invest in fixed income securities. The value of the fixed income securities in a Funds portfolio can be expected to vary inversely with changes in prevailing interest rates. Although each Funds investment policies are designed to minimize these changes and to maintain an NAV of $1.00 per share, there is no assurance that these policies will be successful. Withdrawals by shareholders could require the sale of portfolio investments at a time when such a sale might not otherwise be desirable.
Securities issued or guaranteed as to principal and interest by the U.S. Government include a variety of Treasury securities, which differ in their interest rates, maturities and dates of issue. Securities issued or guaranteed by agencies or instrumentalities of the U.S. Government may or may not be supported by the full faith and credit of the United States or by the right of the issuer to borrow from the Treasury.
Considerations of portfolio quality, maturity, diversification and liquidity, as well as preservation of capital, mean that a Fund may not necessarily invest in money market instruments paying the highest available yield at a particular time. Consistent with its investment objectives, the Funds will each attempt to maximize yields by portfolio trading and by buying and selling portfolio investments in anticipation of, or in response to, changing economic and money market conditions and trends. The Funds will each also invest to take advantage of what the Adviser believes to be temporary disparities in yields of different segments of the high-grade money market or among particular instruments within the same segment of the market. In purchasing and selling securities for the Funds, portfolio managers consider the Advisers credit analysis. Portfolio managers select investments from an approved credit list compiled by the Advisers global credit analysts, who have conducted an independent qualitative and quantitative review of each issuer on the list. Safety is prioritized, with additional emphasis placed on liquidity and yield. These policies, as well as the relatively short maturity of obligations purchased by a Fund, may result in frequent changes in the Funds portfolio. Portfolio turnover may give rise to taxable gains. The Funds do not usually pay brokerage commissions in connection with the purchase or sale of portfolio securities.
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U.S. GOVERNMENT SECURITIES
The Funds may each invest in U.S. Government Securities. U.S. Government Securities include bills, notes, and bonds issued by the U.S. Treasury and securities issued or guaranteed by agencies or instrumentalities of the U.S. Government. The U.S. Treasury Money Market Fund invests only in obligations of the U.S. Treasury and therefore may not invest in obligations issued or guaranteed by agencies or instrumentalities of the U.S. Government.
Some U.S. Government securities are supported by the direct full faith and credit pledge of the U.S. Government; others are supported by the right of the issuer to borrow from the U.S. Treasury; others, such as securities issued by the FNMA, are supported by the discretionary authority of the U.S. Government to purchase the agencies obligations; and others are supported only by the credit of the issuing or guaranteeing instrumentality. There is no assurance that the U.S. Government will be able or willing to repay any principal or interest when due, or will provide financial support to a U.S. Government agency, authority, instrumentality or sponsored enterprise when it is not obligated by law to do so.
Regarding certain federal agency securities or government sponsored entity securities (such as debt securities or mortgage-backed securities issued by FNMA, FHLMC, Federal Home Loan Banks, and other government sponsored agencies), you should be aware that although the issuer may be chartered or sponsored by an Act of Congress, the issuer is not funded by congressional appropriations, and its securities are neither guaranteed nor insured by the U.S. Treasury. This risk does not apply to the Treasury Money Market Fund, which invests only in obligations of the U.S. Treasury and does not invest in obligations issued or guaranteed by agencies or instrumentalities of the U.S. government.
PORTFOLIO TRANSACTIONS
Purchases and sales of securities will usually be principal transactions. Portfolio securities normally will be purchased or sold from or to issuers directly or from or to dealers serving as market makers for the securities at a net price. Generally, money market securities are traded on a principal basis and do not involve brokerage commissions. The cost of executing portfolio securities transactions for each Fund primarily consists of dealer spreads and underwriting commissions. The Adviser is primarily responsible for portfolio decisions and the placing of portfolio transactions. The Trust has no obligation to deal with any dealer or group of dealers in the execution of transactions in portfolio securities for each Fund. Allocation of transactions, including their frequency, to various dealers is determined by the Adviser in its best judgment and in a manner deemed to be in the best interest of each Funds shareholders rather than by any formula. In placing orders for each Fund, the primary consideration is prompt execution of orders in an effective manner at the most favorable price, although the Fund does not necessarily pay the lowest spread or commission available. Other factors taken into consideration are the dealers general execution and operational facilities, the type of transaction involved and other factors, such as the dealers risk in positioning the securities. To the extent consistent with applicable legal requirements, the Adviser may place orders for the purchase and sale of Fund investments for a Fund with a broker-dealer affiliate of the Adviser.
The Adviser may, in circumstances in which two or more dealers are in a position to offer comparable results and subject to certain conditions, give preference to a dealer that has provided statistical or other research services to the Adviser. By allocating transactions in this manner, the Adviser is able to supplement its research and analysis with the views and information of securities firms. These services, which in some cases may also be purchased for cash, include such matters as general economic and security market reviews, industry and company reviews, evaluations of securities and recommendations as to the purchase and sale of securities. Some of these services are of value to the Adviser in advising several of its clients (including the Funds), although not all of these services are necessarily useful and of value in managing each Fund. The management fee paid from each Fund is not reduced because the Adviser and its affiliates receive such services.
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Under the 1940 Act, persons affiliated with HSBC Bank USA, the Adviser, the Trust or Foreside Distribution Services, L.P. (Foreside or Distributor) are generally prohibited from dealing with a Fund as a principal in the purchase and sale of securities. A Fund may purchase securities from underwriting syndicates of which the Distributor or other affiliate is a member under certain conditions in accordance with the provisions of a rule adopted under the 1940 Act. Under the 1940 Act, persons affiliated with the Adviser, a Fund or Foreside may act as a broker for the Fund. In order for such persons to effect any portfolio transactions for a Fund, the commissions, fees or other remuneration received by such persons must be reasonable and fair compared to the commissions, fees or other remunerations paid to other brokers in connection with comparable transactions involving similar securities being purchased or sold on an exchange during a comparable period of time. This standard would allow the affiliate to receive no more than the remuneration that would be expected to be received by an unaffiliated broker in a commensurate arms-length transaction. The Trustees of the Trust regularly review any commissions paid by the Funds to affiliated brokers. The Funds will not do business with nor pay commissions to affiliates of the Adviser in any portfolio transactions where they act as principal.
As permitted by Section 28(e) of the Securities Exchange Act of 1934, as amended (1934 Act), the Adviser may cause each Fund to pay a broker-dealer which provides brokerage and research services (as defined in the 1934 Act) to the Adviser an amount of commission for effecting a securities transaction for the Fund in excess of the commission which another broker-dealer would have charged for effecting that transaction, provided that the Adviser determines in good faith that the greater commission is reasonable in relation to the value of the brokerage and research services provided by the executing broker-dealer viewed in terms of either a particular transaction or its respective overall responsibilities to the Fund or to its other clients. Not all of such services are useful or of value in advising each Fund.
The term brokerage and research services includes advice as to the value of securities, the advisability of investing in, purchasing, or selling securities, and the availability of securities or of purchasers or sellers of securities; furnishing analyses and reports concerning issues, industries, securities, economic factors and trends, portfolio strategy and the performance of accounts; and effecting securities transactions and performing functions incidental thereto, such as clearance and settlement. Although commissions paid on every transaction will, in the judgment of the Adviser, be reasonable in relation to the value of the brokerage services provided, commissions exceeding those which another broker might charge may be paid to broker-dealers who were selected to execute transactions on behalf of the Funds and the Advisers other clients in part for providing advice as to the availability of securities or of purchasers or sellers of securities and services in effecting securities transactions and performing functions incidental thereto, such as clearance and settlement. The SEC has published interpretative guidance that tightened previously existing standards concerning the types of expenses that qualify for the Section 28(e) safe harbor and set forth certain steps that investment advisers would need to take in order to ensure such qualification.
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Investment decisions for each Fund and for the other investment advisory clients of the Adviser are made with a view to achieving their respective investment objectives. Investment decisions are the product of many factors in addition to basic suitability for the particular client involved. Thus, a particular security may be bought for certain clients even though it could have been sold for other clients at the same time, and a particular security may be sold for certain clients even though it could have been bought for other clients at the same time. Likewise, a particular security may be bought for one or more clients when one or more other clients are selling that same security. In some instances, one client may sell a particular security to another client. Two or more clients may simultaneously purchase or sell the same security, in which event each days transactions in that security are, insofar as practicable, averaged as to price and allocated between such clients in a manner which in the Advisers opinion is equitable to each and in accordance with the amount being purchased or sold by each. In addition, when purchases or sales of the same security for a Fund and for other clients of the Adviser occur contemporaneously, the purchase or sale orders may be aggregated in order to obtain any price advantage available to large denomination purchases or sales. There may be circumstances when purchases or sales of portfolio securities for one or more clients will have an adverse effect on other clients in terms of the price paid or received or of the size of the position obtainable. It is recognized that, in some cases, this system could have a detrimental effect on the price or volume of the security as far as a Fund is concerned. In other cases, however, the Adviser believes that the Funds ability to participate in volume transactions will produce better executions for the Funds.
The Board of Trustees has adopted a policy to ensure compliance with Rule 12b-1(h) under the 1940 Act in the selection of broker-dealers to execute portfolio transactions for the Funds. Generally, Rule 12b-1(h) prohibits the Funds from compensating a broker-dealer for promotion or sale of Fund shares by directing to the broker-dealer securities transactions or remuneration received or to be received from such portfolio securities transactions.
Since the Funds invest primarily in fixed-income securities, it is anticipated that most purchases and sales will be with the issuer or with underwriters of or dealers in those securities, acting as principal. Accordingly, the Funds would not ordinarily pay significant brokerage commissions with respect to their securities transactions.
In the United States and in some other countries debt securities are traded principally in the over-the-counter market on a net basis through dealers acting for their own account and not as brokers. In other countries, both debt and equity securities are traded on exchanges at fixed commission rates. The cost of securities purchased from underwriters includes an underwriters commission or concession, and the prices at which securities are purchased and sold from and to dealers include a dealers mark-up or mark-down. The Adviser normally seeks to deal directly with the primary market makers or on major exchanges unless, in its opinion, better prices are available elsewhere. Subject to the requirement of seeking execution at the best available price, securities may, as authorized by each investment advisory contract, be bought from or sold to dealers who have furnished statistical, research and other information or services to the Adviser. At present, no arrangements for the recapture of commission payments are in effect.
During the fiscal year ended October 31, 2016, the Funds acquired securities issued by their regular brokers or dealers, or their parent companies, as reflected in the table below. The following shows the aggregate holdings of the securities of each such issuer as of October 31, 2016. (For these purposes a regular broker or dealer includes any of the (a) ten brokers or dealers that received the greatest dollar amount of brokerage commissions by virtue of direct or indirect participation in the Trusts portfolio transactions during the most recent fiscal year, (b) ten brokers or dealers that engaged as principal in the largest dollar amount of portfolio transactions of the Trust during its most recent fiscal year, or (c) ten brokers or dealers that sold the largest dollar amount of securities of the Funds during the Trust's most recent fiscal year.)
| RBS | Federal | |||||||
| Merrill | BNP | Goldman | Toronto | Societe | Securities, | Reserve | ||
| Fund | Citigroup | Lynch | Paribas | Sachs | Dominion | Generale | Inc. | Bank, N.Y. |
| U.S. Government Money Market Fund |
$100,000,000 | $150,000,000 | $300,000,000 | $400,000,000 | $100,000,000 | $550,000,000 | $400,000,000 | $2,275,000,000 |
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DISCLOSURE OF PORTFOLIO HOLDINGS
The Board of Trustees of the Trust has adopted policies and procedures relating to the disclosure of the Trusts portfolio securities (the Policy). The Policy is designed to ensure that the disclosure of holdings information is necessary to the Trusts operation or useful to the Trusts shareholders without compromising the integrity or performance of the Trust. Disclosure of information regarding the portfolio holdings of the Funds occurs only upon the determination, by the Trusts Chief Compliance Officer (CCO), that such disclosure is in the best interests of the Funds shareholders and that it does not present a conflict of interest between the shareholders and the Adviser, principal underwriter, or any affiliated person of the Fund, the Adviser, its principal underwriter, or any subadviser of the Funds.
Pursuant to applicable law, the Trust is required to disclose its complete portfolio holdings quarterly, within 60 days of the end of each fiscal quarter. The Trust discloses a complete schedule of investments in each Semi-Annual Report and Annual Report to Shareholders or, following the first and third fiscal quarters, in quarterly holdings reports filed with the SEC on Form N-Q. Semi-Annual and Annual Reports are distributed to shareholders. Quarterly holdings reports filed with the SEC on Form N-Q are not distributed to shareholders, but are also available, free of charge, on the EDGAR database on the SECs website at www.sec.gov. These reports are also available, free of charge, on the Trusts website at www.investorfunds.us.hsbc.com. The Funds will also disclose on the Advisers Web site: (i) within five business days after the end of each month, a complete schedule of portfolio holdings and certain other information regarding the dollar-weighted average portfolio maturity and dollar-weighted average portfolio life of each Fund; (ii) each business day, (a) the percentage of each Funds total assets that are invested daily and weekly liquid assets, (b) each Funds daily net inflows or outflows, and (c) each Funds marked-to-market NAV per share. In addition, each Fund will file with the SEC on Form N-MFP, within five business days after the end of each month, more detailed portfolio holdings information of the Fund. The Funds Form N-MFP filings will be available on the SECs Web site, and the Advisers Web site will contain a link to such filings.
The Funds will also publicly disclose the complete schedule of each Funds portfolio holdings on a weekly or monthly basis. This information, which will include portfolio holdings, sector holdings and other characteristics, will generally be available on the Advisers Web site subject to a delay of five (5) business days. The disclosure of weekly portfolio holdings information, however, may not occur when monthly portfolio holdings information will be available shortly before or after the date on which the weekly portfolio holdings information would otherwise be available. Portfolio holdings information will be available until it is updated as of the following period. The information on the Advisers Web site is publicly available to all categories of persons.
The Trust or the Adviser may share non-public holdings information of the Trust on a more frequent basis with the Adviser and other service providers to the Trust (including the Trusts custodian; the Sub-Administrator; and pricing services such as FT Interactive). In addition, the Trust may share non-public holdings information with mutual fund ranking and rating services, including Standard & Poors Corporation, Morningstar, Lipper Analytical Services and Bloomberg L.P. These service providers and other entities owe contractual, fiduciary, or other legal duties of confidentiality to the Trust or the Adviser that foster reasonable expectations that holdings information will not be misused. The Trusts officers may authorize disclosure of the Trusts holdings portfolio information to service providers where such service provider needs information to fulfill its duties.
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The Trust may also disclose information about portfolio holdings to mutual fund evaluation services that agree not to disclose the information to third parties and that enter into a Confidentiality Agreement. Such Confidentiality Agreement provides, among other things, that non-public portfolio holdings information will be kept confidential and that such information will be used solely for the purpose of analysis and evaluation of the portfolio. Disclosures may be made to other third parties under a Confidentiality Agreement satisfactory to Fund counsel and the Trusts CCO. The Confidentiality Agreement prohibits anyone in possession of non-public holdings information from purchasing or selling securities based on such information, or from disclosing such information to other persons, except for those who are actually engaged in, and need to know, such information to perform services for the portfolio.
Currently, the Trust has arrangements to provide additional disclosure of holdings information to the following evaluation services: Lipper Analytical Services (10 days after the end of each month), Morningstar (between 60-70 days after the end of each quarter), Bloomberg L.P. (60 days after the end of each quarter) and Standard & Poors Corporation (between 3-5 days after the end of each week).
No compensation or other consideration is paid to or received by any party in connection with the disclosure of holdings information, including the Trust, the Adviser and its affiliates.
Pursuant to the Policy, the CCO may authorize exceptions and allow disclosures under other circumstances he or she deems appropriate. In addition, a Fund may disclose its holdings, as appropriate, in conformity with the foregoing principles. Compliance with the Policy (including the use of the portfolio holdings information) will be monitored by the CCO or his or her designee on a regular basis, and any violations constituting a Material Compliance Matter as defined under Rule 38a-1 under the 1940 Act will be reported by the CCO to the Board.
INVESTMENT RESTRICTIONS
Each Fund has adopted certain fundamental and non-fundamental investment restrictions. Fundamental investment restrictions may not be changed without approval by holders of a majority of the outstanding shares of the Fund, which, as used in this SAI, means the vote of the lesser of (i) 67% or more of the outstanding voting securities of the Fund present at a meeting, if the holders of more than 50% of the outstanding voting securities of the Fund are present or represented by proxy, or (ii) more than 50% of the outstanding voting securities of the Fund. The term voting securities as used in this paragraph has the same meaning as in the 1940 Act.
Notwithstanding anything contained herein to the contrary, the Funds will seek to comply with the maturity, quality, liquidity and diversification requirements of Rule 2a-7 under the 1940 Act, including the prohibition from acquiring an illiquid security if, immediately after the acquisition, a Fund would have more than 5% of its total assets invested in illiquid securities.
NON-FUNDAMENTAL RESTRICTIONS
Each of the Funds is subject to the following non-fundamental restriction, in addition to the fundamental restrictions set forth below under the headings for each Fund:
1. The Fund may not directly purchase securities or other instruments issued by companies that manufacture cluster munitions or anti-personnel mines. The Adviser uses the definitions within the 1997 Mine Ban Treaty and the 2008 Convention on Cluster Bombs for guidance and implementation. The Fund may purchase securities of registered investment companies, ETNs or other pooled vehicles that invest in companies that manufacture cluster munitions or anti-personnel mines.
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FUNDAMENTAL RESTRICTIONS
U.S. GOVERNMENT MONEY MARKET FUND
As a matter of fundamental policy, the Trust, on behalf of the Fund:
1. may not borrow money, except that, as a temporary measure for extraordinary or emergency purposes, the Fund may borrow from banks in an amount not to exceed 1/3 of the value of the net assets of the Fund including the amount borrowed (moreover, the Trust (on behalf of the Fund) may not purchase any securities at any time at which borrowings exceed 5% of the total assets of the Fund) taken in each case at market value;
2. may not purchase any security or evidence of interest therein on margin, except that the Trust may obtain such short-term credit for the Fund as may be necessary for the clearance of purchases and sales of securities;
3. may not act as an underwriter of securities issued by others, except to the extent it could be considered an underwriter in the acquisition and disposition of restricted securities;
4. may make loans to the extent permitted under the 1940 Act and the rules and regulations thereunder;
5. may not purchase or sell real estate (including limited partnership interests, but excluding securities secured by real estate or interests therein), interests in oil, gas or mineral leases, commodities or commodity contracts in the ordinary course of business (the Trust reserves the freedom of action to hold and to sell for the Fund real estate acquired as a result of its ownership of securities);
6. may not concentrate its investments in any one industry (excluding the U.S. Government, its agencies or instrumentalities and repurchase agreements collateralized by such investments), except to the extent permitted under the 1940 Act and the rules and regulations thereunder; provided, however, that the Fund may invest without limitation in U.S. dollar-denominated obligations of U.S. banks, foreign branches of U.S. banks and U.S. branches of foreign banks;
7. may issue senior securities to the extent permitted under the 1940 Act and the rules and regulations thereunder;
8. may not pledge, mortgage or hypothecate for any purpose in excess of 10% of the net assets of the Fund (taken at market value);
9. may not sell any security which it does not own, unless, by virtue of its ownership of other securities, it has at the time of sale a right to obtain securities, without payment of further consideration, equivalent in kind and amount to the securities sold; and provided, that, if such right is conditional, the sale is made upon the same conditions;
10. may not invest for the purpose of exercising control or management;
11. may not purchase securities issued by any registered investment company, except by purchase in the open market where no commission or profit to a sponsor or dealer results from such purchase other than the customary brokers commission and except when such purchase, though not made in the open market, is part of a plan of merger or consolidation; provided, however, that the Trust (on behalf of the Fund) will not purchase the securities of any registered investment company if such purchase at the time thereof would cause more than 10% of the total assets of the Fund (taken at the greater of cost or market value) to be invested in the securities of such issuers or would cause more than 3% of the outstanding voting securities of any such issuer to be held by the Fund; and provided, further, that the Fund shall not purchase securities issued by any open-end investment company (for purposes of this Investment Restriction, securities of foreign banks shall be treated as investment company securities, except that debt securities and nonvoting preferred stock of foreign banks are not subject to the 10% limitation described herein);
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12. may not, taken together with any investments described in Investment Restriction (15) below, invest more than 10% of the net assets of the Fund in securities that are not readily marketable, including debt securities for which there is no established market and fixed time deposits and repurchase agreements maturing in more than seven days;
13. may not purchase or retain any securities issued by an issuer any of whose officers, directors, trustees or security holders is an officer or Trustee of the Trust, or is an officer or director of the Adviser, if after the purchase of the securities of such issuer by the Trust, on behalf of the Fund, one or more of such persons owns beneficially more than 1/2 of 1% of the shares or securities, or both, all taken at market value, of such issuer, and such persons owning more than 1/2 of 1% of such shares or securities together own beneficially more than 5% of such shares or securities, or both, all taken at market value;
14. may not write, purchase or sell any put or call option or any combination thereof;
15. may not, taken together with any investments described in Investment Restriction (12) above, invest in securities which are subject to legal or contractual restrictions on resale (other than fixed time deposits and repurchase agreements maturing in not more than seven days) if, as a result thereof, more than 10% of the net assets of the Fund, (taken at market value) would be so invested (including fixed time deposits and repurchase agreements maturing in more than seven days);
16. may not purchase securities of any issuer if such purchase at the time thereof would cause more than 10% of the voting securities of such issuer to be held for the Fund; or
17. may not make short sales of securities or maintain a short position, unless, at all times when a short position is open, the Fund owns an equal amount of such securities or securities convertible into or exchangeable, without payment of any further consideration, for securities of the same issue as, and equal in amount to, the securities sold short, and unless not more than 10% of the net assets of the Fund (taken at market value) is held as collateral for such sales at any one time.
For the purposes of interpreting the fundamental policies, securities deemed to be liquid in accordance with the procedures adopted by the Board of Trustees are not included in the limitation set forth in Items 12 and 15.
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U.S. TREASURY MONEY MARKET FUND
As a matter of fundamental policy, the Trust, on behalf of the Fund:
1. may not purchase securities on margin (except for short-term credits necessary for the clearance of transactions) or make short sales of securities (the deposit or payment by the Fund of initial or maintenance margin in connection with futures contracts or related options transactions is not considered the purchase of a security on margin);
2. may not underwrite securities of other issuers, to the extent that the purchase of municipal obligations, or other permitted investments, directly from the issuer thereof or from an underwriter for an issuer and the later disposition of such securities in accordance with the Funds investment program may be deemed to be an underwriting;
3. may not invest an amount equal to 10% or more of the value of its net assets in investments which are illiquid (including repurchase agreements and fixed time deposits not subject to withdrawal penalties having maturities of more than seven calendar days);
4. may not issue senior securities, borrow money or pledge or mortgage its assets, except the Fund may borrow from banks up to 33 1/3% of the current value of the total assets of the Fund and pledge up to 33 1/3% of its assets to secure such borrowings;
5. may not make loans or lend its portfolio securities;
6. may not purchase securities other than direct obligations of the U.S. Treasury or repurchase agreements pertaining thereto (there being no limit on the amount of the assets of the U.S. Treasury Fund which may be invested in the securities of any one issuer of such obligations); and
7. may not purchase or sell real estate (including limited partnership interests but excluding securities secured by real estate or interests therein), interests in oil, gas or mineral leases, commodities or commodity contracts in the ordinary course of business (the Trust reserves the freedom of action to hold and to sell for the Fund real estate acquired as a result of its ownership of securities).
For the purposes of interpreting the fundamental policies, securities deemed to be liquid in accordance with the procedures adopted by the Board of Trustees are not included in the limitations set forth in Item 3.
DIVERSIFICATION AND OTHER MEASURES
Each Funds diversification tests are measured at the time of initial purchase and calculated as specified in Rule 2a-7 under the 1940 Act, which may allow a Fund to exceed the limits specified in the Prospectus for certain securities subject to guarantees or demand features. A Fund will be deemed to satisfy the maturity requirements described in the Prospectus to the extent that the Fund satisfies the applicable maturity requirements in Rule 2a-7 under the 1940 Act. The definition of issuer for purposes of these investment restrictions is the same as that described under Investment Objective, Policies and Restrictions in this SAI for the purpose of diversification under the 1940 Act.
It is the intention of each Fund, unless otherwise indicated, that with respect to the Funds policies that are the result of the application of law, the Fund will take advantage of the flexibility provided by rules or interpretations of the SEC currently in existence or promulgated in the future or changes to such laws.
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PERCENTAGE AND RATING RESTRICTIONS
If a percentage restriction or a rating restriction on investment or utilization of assets set forth above or referred to in a Funds Prospectus is adhered to at the time an investment is made or assets are so utilized, a later change in percentage resulting from changes in the value of the securities held by a Fund or a later change in the rating of a security held by a Fund is not considered a violation of policy. However, the Adviser will consider such change in its determination of whether to continue to hold the security and provided further, that the Adviser will take appropriate steps, which may include the disposition of portfolio securities, as may be necessary to satisfy the applicable requirements of the 1940 Act and/or the rules thereunder with respect to the Funds investments in illiquid securities or any borrowings by the Fund.
MANAGEMENT OF THE TRUST
BOARD OF TRUSTEES
Overall responsibility for management of HSBC Funds (the Trust) rests with the Board of Trustees (the Board). The Trustees elect the officers of the Trust and appoint service providers to manage the Trusts day-to-day operations. The Trustees meet regularly to discuss and consider matters concerning the Trust and to oversee the Trusts activities, including the investment performance of the Funds and the operation of the Trusts compliance program, and to evaluate and address potential conflicts and risks associated with the Trusts activities.
Board Composition And Leadership Structure
The Trust has a Board of Trustees. The Board consists of five Trustees, four of whom are not interested persons (as that term is defined by Section 2(a)(19) of the 1940 Act) of the Trust (the Independent Trustees), and one of whom is an interested person of the Trust (the Interested Trustee) by virtue of her employment with the Adviser. The Board is responsible for the overall management of the Trust, including general supervision and review of the Trusts investment activities. The Board elects the officers of the Trust who are responsible for administering the Trusts day-to-day operations.
The Chairman of the Board, Mr. Robards, is an Independent Trustee, and, among other duties and responsibilities, serves as a point person for communications between the Trustees and the Trusts management. The Trustees interact directly with the Chairman, Chairs of the Trusts standing Committees, each other, the Trusts officers, and senior management of the Adviser and other service providers of the Trust at scheduled meetings and between meetings, as appropriate.
The Board has established the following standing committees: the Audit Committee; the Valuation and Investment Oversight Committee; and the Nominating and Corporate Governance Committee (the Committees) to facilitate the Trustees effective oversight of the management of those aspects of the Trusts operations. Each Committee has a Chair, who is an Independent Trustee. Each Committees responsibilities are discussed in greater detail below. By assigning areas of responsibility to committees of Trustees, and to the full Board, the Boards leadership structure enables it to exercise informed and independent judgment over the matters within its purview.
Boards Role In Risk Oversight Of The Trust
The Board, as a whole, considers risk management issues as part of its general oversight responsibilities throughout the year at regular Board meetings, as does each Committee of the Trust. The Board and its Committees consider risk management through, among other things, regular reports that have been developed by management, in consultation with the Board, its Committees, and counsel. These reports address investment, valuation, operations, and compliance matters. The Board and its Committees may also receive special written reports or presentations on a variety of risk issues, either upon request or upon the managers initiative. In addition, the Valuation and Investment Oversight Committee of the Board meets regularly with the managers internal risk department to review reports on their examinations of liquidity risks to the Funds investment portfolios.
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With respect to investment risk, the Board receives regular written reports describing and analyzing the investment performance of the Funds, which may include the comparison of the Funds performance to their respective benchmarks and/or peer groups when applicable. In addition, investment personnel for the Funds meet regularly with the Board to discuss Fund performance, including investment risk, liquidity and market updates. Also, to the extent that a Fund changes a particular investment strategy or invests in a new type of security that could have a material effect on the Funds risk profile, the Board generally is consulted.
With respect to valuation, the Board receives regular written reports summarizing the discussions from the Advisers internal Pricing and Valuation Committee meetings. The Trusts sub-administrator provides regular written reports to the Board that enable the Board to monitor the number of fair valued securities in a particular Fund, the reasons for the fair valuation and the methodology used to arrive at the fair value. In addition, the Trusts Audit Committee reviews certain valuation matters with the Funds Treasurer and the Trusts independent auditors in connection with the Committees review of the results of the audit of the Funds annual financial statements.
With respect to compliance risks, the Board and the Audit Committee receive regular compliance reports and meets regularly with the CCO to discuss compliance issues, including compliance risks. In accordance with SEC rules, the Independent Trustees meet regularly in executive session with the CCO, and the CCO prepares and presents an annual written compliance report to the Board. The Board also meets regularly with the Chief Compliance Officer of the Adviser. The Board adopts compliance policies and procedures for the Trust and approves such procedures of certain of the Trusts service providers, such as the Adviser and the Subadvisers (as applicable). The compliance policies and procedures are specifically designed to detect and prevent violations of the federal securities laws.
Qualifications Of The Trustees
The names of the Trustees, their addresses, ages, positions held with the Trust, principal occupation(s) during the past five years, number of portfolios in the fund complex overseen, and other directorships held by each Trustee are set forth below.
TRUSTEES
| Name1 | Position(s) Held With Trust |
Length of
Time Served |
Principal Occupation(s) During Past 5 Years |
Portfolios in Fund Complex Overseen by Trustee2 |
Other Directorships Held By Trustee During the Past 5 Years3 |
| Independent Trustees | |||||
Thomas F.
Robards Age: 70 |
Trustee | 2005 to present | Private Investor (2003 present) |
21 | Ellington Residential Mortgage REIT (NYSE listed real estate investment trust) (2013 present); Ellington Financial LLC (NYSE listed financial services company) (2007 present); and Overseas Shipholding Group (OSG) (NYSE listed company) (2005- 2014) |
23
| Name1 | Position(s) Held With Trust |
Length of
Time Served |
Principal Occupation(s) During Past 5 Years |
Portfolios in Fund Complex Overseen by Trustee2 |
Other Directorships Held By Trustee During the Past 5 Years3 |
Marcia L. Beck
Age: 61 |
Trustee | 2008 to present | Private Investor (1999 present) |
21 | None |
Susan C. Gause
Age: 64 |
Trustee | 2013 to present | Private Investor (2003 present) |
21 | Metropolitan Series Fund (2012 present); and Met Investors Series Trust (2008 present) |
Susan S. Huang
Age: 62 |
Trustee | 2008 to present | Private Investor (2000 present) |
21 | None |
| Interested Trustee | |||||
Deborah A.
Hazell4 Age: 53 |
Trustee | 2011 to present | Director and Chief Executive Officer, HSBC Global Asset Management (USA) Inc. (2011 present); President and Chief Executive Officer, Fischer Francis Trees & Watts (FFTW) (investment adviser) (2008 2011) |
21 | None |
| 1 | Each Independent Trustee may be contacted by writing to the Trustee, c/o Boston Financial Data Services, Inc., P.O. Box 8106, Boston, MA 02266-8106, Attn: Richard A. Fabietti. Ms. Hazell may be contacted by writing to 452 Fifth Avenue New York, NY 10018. |
| 2 | The Fund Complex is comprised of the 21 portfolios of HSBC Funds. |
| 3 | This column includes only directorships of companies required to report to the SEC under the Securities Exchange Act of 1934 (i.e., public companies) or other investment companies registered under the 1940 Act. |
| 4 | Ms. Hazell is considered to be an Interested Trustee because she holds positions with HSBC Global Asset Management (USA) Inc. |
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OFFICERS
| Name, Address and Age | Position(s) Held With Funds |
Term of Office and Length of Time Served |
Principal Occupation(s)
During Past 5 Years |
Richard A. Fabietti
452 Fifth Avenue New York, NY 10018 Age: 58 |
President | One
year; 2004 to present |
Senior Vice President, HSBC Global Asset Management (USA) Inc. (1998 present) |
James D. Levy
452 Fifth Avenue New York, NY 10018 Age: 53 |
Vice President | One
year; 2014 to present |
Vice President, Product Management, HSBC Global Asset Management (USA) Inc. (2014 present); Vice President, Mutual Funds Product Development, GE Asset Management Inc. (2007 2014) |
Ioannis Tzouganatos*
Prudential Center 800 Boylston Street, 24th Floor Boston, MA 02199 Age: 40 |
Secretary | One
year; 2015 to present |
Vice
President, Regulatory Administration, Citi Fund Services (2008 present) |
Allan Shaer*
Prudential Center 800 Boylston Street, 24th Floor Boston, MA 02199 Age:
51 |
Treasurer | One year; 2017 to present |
Senior Vice President, Citi Investor Services (2016-present); Vice President, Mutual Fund Administration, JP Morgan Chase Bank (2011-2016) |
Charles L. Booth*
4400 Easton Commons, Suite
200
Columbus, OH 43219 Age: 56 |
Chief Compliance Officer |
One year; 2015 to present |
Director and Compliance Officer, Citi Fund Services (1988 present) |
Trustee Experience, Qualifications, Attributes or Skills
The following provides an overview of the considerations that led the Board to conclude that each individual serving as a Trustee of the Trust should so serve. The current members of the Board joined at different points in time since 2005. Generally, no one factor was decisive in the original selection of an individual to join the Board. Among the factors the Board considered when concluding that an individual should serve on the Board were the following: (i) the individuals business and professional experience and accomplishments, including prior experience in the financial services and investment management fields or on other boards; (ii) the individuals ability to work effectively with other members of the Board; and (iii) how the individuals skills, experiences and attributes would contribute to an appropriate mix of relevant skills and experience on the Board.
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In addition to personal qualities, such as integrity, the role of an effective Trustee inherently requires the ability to comprehend, discuss and critically analyze materials and issues presented in exercising judgments and reaching informed conclusions relevant to his or her duties and obligations. The Board believes that the specific background of each Board member (including as set forth above) evidences such ability and is appropriate to his or her serving on the Board. The Chairman of the Board, Mr. Robards, has governance and operating experience in banking, brokerage and specialty finance companies. In addition, Mr. Robards serves and has served as a director of several public companies. Mses. Beck and Huang each have experience managing risk as well as portfolios of money market and fixed income instruments, respectively. Ms. Beck has asset management operating and leadership experience, having served as President and Trustee of the Goldman Sachs Mutual Funds, an unaffiliated mutual fund complex. Ms. Huang has asset management operating and leadership experience, having served as Senior Vice President of Schroder Investment Management, a global asset management company. Ms. Gause has significant experience in the financial services industry, having served as, among other things, Chief Executive Officer of Dresdner RCM Global Investors and Allianz Dresdner Asset Management, a global asset management company. In that position, Ms. Gause was responsible for the day-to-day activities of the investment adviser of various registered open-end funds. Ms. Hazell has significant experience in the financial services industry and is currently the Chief Executive Officer of HSBC Global Asset Management (USA) Inc. Previously, Ms. Hazell was the President and Chief Executive Officer of a global investment management firm that provided active, fixed income capabilities to institutional investors.
COMMITTEES
The Board of Trustees of the Trust currently has three standing committees: Audit Committee, Valuation and Investment Oversight Committee, and Nominating and Corporate Governance Committee.
Audit Committee
The Audit Committee is comprised of all of the Independent Trustees of the Trust. The Audit Committee is currently chaired by Ms. Beck. Ms. Beck, Mr. Robards and Ms. Gause are audit committee financial experts of the Trust. The primary purpose of the Audit Committee is to oversee the accounting and financial reporting policies, practices and internal controls of the Trust. The Audit Committee, among other things: (i) recommends to the Board the selection, retention, and termination of an independent public accounting firm; (ii) annually reviews the scope of the proposed audit and generally, the audit procedures to be utilized and the proposed audit fees; (iii) reviews the results of the annual audit with the independent auditors, as presented to the Audit Committee; (iv) reviews the annual financial statements of the Funds with management and the independent auditors; (v) approves the fees to be paid by the Trust to the independent auditors for its services; and (vi) reviews the adequacy and effectiveness of internal controls and procedures with management and the independent auditors. Committee responsibility for the Trusts compliance program is also housed within the Audit Committee. The Audit Committee of the Trust met four times during the most recently completed fiscal year.
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Valuation and Investment Oversight Committee
The Valuation and Investment Oversight Committee is comprised of all of the Trustees of the Trust. The Committee is currently chaired by Ms. Huang. The Valuation and Investment Oversight Committee, among other things: (i) oversees Fund management, investment risk management, performance and brokerage practices relating to the Funds; (ii) reviews certain proposals that the Adviser may wish to make concerning the Funds and their investments; (iii) oversees the implementation and operation of the Trusts Valuation Procedures, including the amortized cost method of valuation pursuant to Rule 2a-7 under the 1940 Act with respect to the HSBC Money Market Funds; (iv) reviews the proxy voting guidelines, policies, and procedures and makes related recommendations to the Board; and (v) oversees the performance of the investment sub-advisers to the applicable series of the Trust. The Valuation and Investment Oversight Committee met five times during the most recently completed fiscal year.
Nominating and Corporate Governance Committee
The Nominating and Corporate Governance Committee is comprised of all of the Independent Trustees of the Trust. The Committee is currently chaired by Ms. Gause. This Committee, among other things: (i) makes nominations for trustee membership on the Board or a Committee; (ii) evaluates on a periodic basis the operations and effectiveness of the Board as a whole; (iii) periodically reviews the composition of the Board to determine whether it may be appropriate to add individuals with different backgrounds or skills from those already on the Board; (iv) periodically reviews Board governance procedures and recommends appropriate changes to the full Board; (v) periodically reviews Trustee compensation and Committee responsibilities and recommends any appropriate changes to the full Board; and (vi) reviews the retention of professional liability insurance (D&O/E&O Insurance) and investment company fidelity bonds. The Nominating and Corporate Governance Committee also considers nominees recommended by shareholders. Such recommendations should be forwarded to the President of the Trust. The Nominating and Corporate Governance Committee met four times during the most recently completed fiscal year.
When evaluating a person as a potential nominee to serve as an Independent Trustee, the Nominating and Corporate Governance Committee may consider, among other factors: (i) whether or not the person is independent and whether the person is otherwise qualified under applicable laws and regulations to serve as a Trustee; (ii) whether or not the person is willing to serve, and willing and able to commit the time necessary for the performance of the duties of an Independent Trustee; (iii) the contribution that the person can make to the Board, with consideration being given to the persons business experience, education and such other factors as the Committee may consider relevant; (iv) the character and integrity of the person; (v) the desirable personality traits, including independence, leadership and the ability to work with the other members of the Board; and (vi) consistency with the 1940 Act.
The process of identifying nominees involves the consideration of candidates recommended by one or more of the following: current Independent Trustees, officers, and other sources that the Committee deems appropriate.
FUND OWNERSHIP
Listed below for each Trustee is a dollar range of securities beneficially owned in the Funds together with the aggregate dollar range of equity securities in all registered investment companies overseen by each Trustee in the HSBC Family of Funds, including those in the Trust, as of December 31, 2016.
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| Name of Trustee | Dollar Range of Equity Securities in the Funds |
Aggregate Dollar Range of Equity Securities in All Registered Investment Companies Overseen By Trustee in HSBC Family of Funds |
| Independent Trustees | ||
| Marcia L. Beck(1) | None | $10,001-$50,000 |
| Susan C. Gause | None | $10,001-$50,000 |
| Susan S. Huang | None | $50,001-$100,000 |
| Thomas Robards | None | $50,001-$100,000 |
| Interested Trustee | ||
| Deborah A. Hazell | None | Over $100,000 |
(1) Information as of January 7, 2017.
As of February 3, 2017, the Trustees and officers of the Trust as a group beneficially owned less than 1% of the outstanding shares of the Funds.
TRUSTEE AND OFFICER COMPENSATION
For the fiscal year ended October 31, 2016, the following compensation was paid to the Trustees:
| Compensation From the Funds |
Independent Trustees (1) | |||
| Marcia
L. Beck |
Susan
C. Gause |
Susan
S. Huang |
Thomas
F. Robards | |
| U.S.
Government Money Market Fund |
$89,513.94 | $88,047.35 | $88,047.35 | $98,367.38 |
| U.S.
Treasury Money Market Fund |
$18,352.34 | $18,051.74 | $18,051.74 | $20,120.06 |
| Pension Or Retirement Benefits Accrued As Part Of The Funds Expenses(2) |
N/A | N/A | N/A | N/A |
| Estimated Annual Benefits Upon Retirement |
N/A | N/A | N/A | N/A |
| Total Compensation From Funds And Fund Complex(3) Paid To Trustees |
$182,500 | $179,500 | $179,500 | $200,000 |
| (1) | Ms. Hazell, an Interested Trustee, is not compensated from the Trust for her service as an Interested Trustee. | |
| (2) | The Trust does not accrue pension or retirement benefits as part of Fund expenses, and Trustees of the Trust are not entitled to retirement benefits upon retirement from the Board of Trustees. | |
| (3) | For these purposes, the Fund Complex consisted of the 21 portfolios of HSBC Funds as of October 31, 2016. |
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None of the officers receive compensation directly from the Funds. Under a Compliance Services Agreement between the Trust and Citi (Compliance Agreement), Citi makes a Citi employee available to serve as the Trusts CCO. Under the Compliance Agreement, Citi also provides infrastructure and support in implementing the written policies and procedures comprising the Funds Compliance Program. This includes providing support services to the CCO, developing standards for reports to the Board by Citi and other service providers, and assisting in preparing or providing documentation for the Board to make findings and conduct reviews pertaining to the Trusts compliance program and related policies and procedures of Fund service providers. The Compliance Agreement also covers arrangements under which Citi employees serve the Trust in certain other officer capacities, which may include the Chief Financial Officer. For the services provided under the Compliance Agreement, the Trust currently pays Citi $306,857 per annum, plus certain out of pocket expenses. Citi pays the salary and other compensation earned by any such individuals as employees of Citi.
INVESTMENT ADVISER
HSBC Global Asset Management (USA) Inc. is the investment adviser to the Funds pursuant to an investment advisory contract (the Advisory Contract) with the Trust. For investment advisory services, the Adviser is entitled to a fee from each Fund, which is accrued daily and paid monthly, and which is based on the Funds daily net assets, at an annual rate of 0.10%.
For the fiscal years ended October 31, 2016, 2015, and 2014, the aggregate amount of advisory fees incurred by each Fund was:
| Fund | 2016^ | 2015^ | 2014^ |
| U.S. Government Money Market Fund | $5,930,144 | $6,384,798 | $4,805,824 |
| U.S. Treasury Money Market Fund | $1,446,940 | $1,807,955 | $1,923,816 |
| ^ | Expense does not include deductions for waivers. |
The Advisory Contract for each Fund will continue in effect through December 31, 2017. Thereafter, the Advisory contract will continue in effect with respect to each Fund for successive periods not to exceed one (1) year, and continue thereafter provided such continuance is approved at least annually by (i) the holders of a majority of the outstanding voting securities of the Funds or by the Trusts Board of Trustees, and (ii) a majority of the Trustees of the Trust who are not parties to the Advisory Contract or interested persons (as defined in the 1940 Act) of any such party. Notwithstanding the foregoing, the Advisory Contract may be terminated with respect to a Fund without penalty by either party on 60 days written notice and will terminate automatically in the event of its assignment within the meaning of the 1940 Act.
The Adviser, located at 452 Fifth Avenue, New York, New York 10018, is a wholly-owned subsidiary of HSBC Bank, which is a wholly-owned subsidiary of HSBC USA Inc., a registered bank holding company. No securities or instruments issued by HSBC USA Inc. or HSBC Bank USA, N.A. will be purchased for a Fund.
The Advisory Contract for the Funds provides that the Adviser will manage the portfolio of each Fund and will furnish to each of the Funds investment guidance and policy direction in connection therewith. The Adviser has agreed to provide the Trust with, among other things, information relating to composition, credit conditions and average maturity of the portfolio of each Fund. Pursuant to the Advisory Contract, the Adviser also furnishes to the Trusts Board of Trustees periodic reports on the investment performance of each Fund.
The Adviser and the Trust have also entered into an Operational Support Services Agreement, under which the Adviser provides certain support services in connection with the operation of certain Classes of shares of the Funds. For its services, the Adviser is entitled to a fee from each Fund, computed daily and paid monthly, equal on an annual basis to 0.10% of the Funds average daily net assets, with the exception of assets attributable to Class E and Class I Shares.
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For the fiscal years ended October 31, 2016, 2015, and 2014, the aggregate amount of operational support services fees incurred by each Fund was:
| Fund | 2016^ | 2015^ | 2014^ |
| U.S. Government Money Market Fund | $4,492,816 | $4,760,813 | $3,830,025 |
| U.S. Treasury Money Market Fund | $1,053,336 | $1,247,026 | $1,375,564 |
^ Expense does not include deductions for waivers. | |||
If the Adviser were prohibited from performing any of its services for the Trust under the Advisory Contract or the Support Services Agreement, it is expected that the Board of Trustees would recommend to the Funds shareholders that they approve new agreements with another entity or entities qualified to perform such services and selected by the Board.
The investment advisory services of the Adviser to the Funds are not exclusive under the terms of the Advisory Contract. The Adviser is free to and does render investment advisory services to others.
The Trust and the Adviser have each received an exemptive order from the SEC that allows the Adviser to enter into new investment sub-advisory contracts and to make material changes to existing sub-advisory contracts with certain unaffiliated subadvisers with the approval of the Board of Trustees of the Trust, but without shareholder approval. This authority is subject to certain conditions, including the requirement that the Trustees (including a majority of Independent Trustees) of the Trust must approve any new or amended agreements with subadvisers. In accordance with the exemptive order received from the SEC, an information statement providing details about the appointment of the new subadviser will be mailed to shareholders within 90 days of the change in subadviser. Shareholders will also receive an information statement describing material changes to a sub-advisory contract between the Adviser and a subadviser within 90 days of the material change. The Adviser remains responsible for the performance of each Fund, oversees subadvisers to ensure compliance with each Funds investment policies and guidelines, and monitors each subadvisers adherence to its investment style and performance results in order to recommend any changes in a subadviser to the Trusts Board of Trustees.
In the future, the Trust and the Adviser may, on behalf of the Government Money Market Fund, receive an additional exemptive order that would allow the Adviser to implement new investment sub-advisory contracts and to make material changes to existing sub-advisory contracts with subadvisers that are affiliated with the Adviser with the approval of the Board of Trustees, but without shareholder approval. As with the current order, the new order would be subject to certain conditions, including that the Government Money Market Fund would notify shareholders and provide them with certain information upon the hiring of a subadviser.
None of the Funds covered by this SAI currently uses a subadviser.
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DISTRIBUTION PLANS-CLASS A, CLASS B, CLASS C, AND CLASS D SHARES ONLY
The Trust has adopted Distribution Plans (the Distribution Plans) with respect to the Class A Shares (the Class A Plan), the Class B Shares (the Class B Plan), the Class C Shares (the Class C Plan), and the Class D Shares (the Class D Plan) of the Funds. The Distribution Plans provide that they may not be amended to increase materially the costs which the Class A Shares, Class B Shares, Class C Shares and Class D Shares may bear pursuant to the Class A Plan, Class B Plan, Class C Plan or Class D Plan without approval by shareholders of the Class A Shares, Class B Shares, Class C Shares or Class D Shares, respectively, and that any material amendments of the Distribution Plans must be approved by the Board of Trustees, and by the Independent Trustees of the Trust that have no direct or indirect financial interest in the operation of the Distribution Plans or in any related agreement (Qualified Trustees), by vote cast in person at a meeting called for the purpose of considering such amendments. The selection and nomination of the Qualified Trustees has been committed to the discretion of the Independent Trustees. The Distribution Plans have been approved, and are subject to annual approval, by the Board of Trustees and by the Qualified Trustees, by vote cast in person at a meeting called for the purpose of voting on the Distribution Plans. The Board approved the Distribution Plans to stimulate sales of shares of the Funds in the face of competition from a variety of other investment companies and financial products. In approving the Distribution Plans, the Board considered the potential advantages to shareholders of the Funds of continued growth of the asset bases of the Funds (including greater liquidity, more investment flexibility and possible achievement of greater economies of scale.) In adopting the Class A Plan, Class B Plan, Class C Plan and Class D Plan, the Trustees considered alternative methods to distribute the Class A Shares, Class B Shares, Class C Shares and Class D Shares and to reduce each class expense ratio. The Trustees concluded that there was a reasonable likelihood that each Distribution Plan will benefit the respective class and that class shareholders. The Distribution Plans are terminable with respect to the Class A Shares, Class B Shares, Class C Shares or Class D Shares at any time by a vote of a majority of the Qualified Trustees or by vote of the holders of a majority of that class.
For the fiscal years ended October 31, 2016, 2015, and 2014, the aggregate amount of distribution fees incurred by each Fund was:
| Fund | 2016^ | 2015^ | 2014^ |
| U.S. Government Money Market Fund | $366 | $366 | $365 |
| U.S. Treasury Money Market Fund | $0 | $0 | $0 |
| ^ Expense does not include deductions for waivers. | |||
THE DISTRIBUTOR
Foreside Distribution Services, L.P., a member of FINRA, whose address is Three Canal Plaza, Suite 100, Portland, ME 04101 serves as distributor to the Funds under a Distribution Agreement with the Trust. Under the terms of the Distribution Agreement, Foreside acts as the agent of the Trust in connection with the continuous offering of shares of the Funds. The Distributor continually distributes shares of the Funds on a best efforts basis. The Distributor is not affiliated with the Adviser, Citi, or any of their affiliates. The Distributor is compensated for its services through the Distribution Services Agreement with the Adviser. The Distributor has no obligation to sell any specific quantity of Fund shares. The Distributor and its officers have no role in determining the investment policies or which securities are to be purchased or sold by the Trust.
Foreside has entered into a Distribution Services Agreement with the Adviser in connection with Foresides services as distributor of the Funds pursuant to which the Adviser undertakes to pay Foreside amounts owed to Foreside under the terms of the Distribution Agreement to the extent that the Funds are not otherwise authorized to make such payments. The payments made by the Adviser to the Distributor do not represent an additional expense to a Fund or its shareholders.
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Pursuant to the Distribution Plans adopted by the Trust, the Distributor is reimbursed by the Funds monthly for costs and expenses incurred by the Distributor in connection with the distribution of Class A Shares, Class B Shares, Class C Shares and Class D Shares of the Funds and for the provision of certain shareholder services with respect to these Shares. Payments to the Distributor are for various types of activities, including: (1) payments to broker-dealers which advise shareholders regarding the purchase, sale or retention of Class A Shares, Class B Shares, Class C Shares and Class D Shares of the Funds and which provide shareholders with personal services and account maintenance services (service fees), (2) payments to employees of the Distributor, and (3) printing and advertising expenses. Pursuant to the Class A and Class D Plans, the amount of the Distributors reimbursement from a Fund may not exceed, on an annual basis, 0.25% of the average daily net assets of the Fund represented by Class A Shares and Class D Shares, respectively, outstanding during the period for which payment is being made. Pursuant to the Class B Plan and Class C Plan, respectively, such payments by the Distributor to broker-dealers may be in amounts on an annual basis of up to 0.75% of a Funds average daily net assets as presented by Class B Shares and Class C Shares, respectively, outstanding during the period for which payment is being made. The aggregate fees paid to the Distributor pursuant to the Distribution Plans, and to shareholder servicing agents (Shareholder Servicing Agents) pursuant to the Shareholder Services Plan (as discussed below), will not exceed, on an annual basis, 0.60%, 1.00%, 1.00%, 0.25%, 0.10%, 0.05% and 0.10%, of a Funds average daily net assets represented by Class A Shares, Class B Shares, Class C Shares, Class D Shares, Class E Shares, Intermediary Shares and Intermediary Service Shares, respectively, outstanding during the period for which payment is being made. Salary expenses of Foreside personnel who are responsible for marketing shares of the various series of the Trust may be allocated to such series on the basis of average net assets; travel expenses are allocated to, or divided among, the particular series for which they are incurred. The distribution fees collected from the Funds by Foreside are used to pay commissions for the sale of Fund shares.
The Funds are not liable for distribution and shareholder servicing expenditures made by the Distributor in any given year in excess of the maximum amount payable under the Distribution Plans in that year.
PAYMENTS TO FINANCIAL INTERMEDIARIES
The Adviser and/or its affiliates may, out of their own resources, and without cost to any Fund, provide compensation, which may be significant, to selected financial intermediaries to promote the sale, distribution and/or servicing of shares of the Funds (Payments). These arrangements are sometimes referred to as revenue sharing arrangements. Since these Payments are made out of the resources of the Adviser and/or its affiliates, they do not represent an additional charge to the Funds or their shareholders. Accordingly, these Payments are not reflected in the fee and expense tables in the Prospectus. In addition, these Payments do not change the price paid by investors for the purchase of a Funds shares or the amount a Fund receives as proceeds from such purchases. These Payments are in addition to commissions and 12b-1 fees, shareholder servicing fees and sales charges borne by shareholders.
The Adviser and/or its affiliates make these Payments primarily to compensate financial intermediaries for, among other things: marketing shares of the Funds, which may consist of Payments relating to the inclusion of the Funds on preferred or recommended fund lists or in certain sales programs from time to time sponsored by the financial intermediaries; educational programs; scheduled interactions with the financial intermediaries registered representatives or salespersons, including at conferences or seminars; provision of training and educational programs; marketing support fees for providing assistance in promoting the sale of Fund shares; and/or other specified and relevant services intended to assist in the sale, distribution, and/or servicing of Fund shares. With respect to certain financial intermediaries and related fund supermarket platform arrangements, the Funds and/or the Adviser, rather than the Distributor, typically enter into such agreements. These financial intermediaries may charge a fee for their services. These financial intermediaries may otherwise act as processing agents and are responsible for promptly transmitting purchase, redemption and other requests to the Funds.
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In addition, the Adviser and/or its affiliates may, out of their own resources, and without cost to any Fund, make Payments (including through sub-transfer agency and networking arrangements) for sub-accounting, administrative and/or shareholder processing services that are in addition to the transfer agent, shareholder administration, servicing and processing fees paid by the Funds. These Payments may exceed amounts earned on these assets by the Adviser and/or its affiliates for the performance of these or similar services.
Generally, the Adviser and/or its affiliates negotiate the amount of Payments on an individual basis with each financial intermediary. In determining the amount of Payments to be made, the Adviser and/or its affiliates may consider a number of factors, including, without limitation, asset mix and length of relationship with the financial intermediary; the size of the customer/shareholder base of the financial intermediary; the manner in which customers of the financial intermediary make investments in the Funds; the nature and scope of services provided by the financial intermediary; and the costs incurred by the financial intermediary in connection with maintaining the infrastructure necessary or desirable to support investments in the Funds along with any other relevant factor that the Funds deem appropriate. Historically, these Payments have generally been structured as a percentage of average net assets attributable to the financial intermediary, but may also be structured as a fixed dollar amount, or a combination of the two, or may be calculated on another appropriate basis. Typically, the annual Payments to a financial intermediary are not expected to exceed 0.15% of a Funds average net assets. The Adviser and/or its affiliates expect to periodically determine the advisability of continuing these Payments.
For the year ended December 31, 2016, the Adviser and/or its affiliates made Payments, relating to 2016, out of their own assets to approximately 18 financial intermediaries, totaling approximately $3.2 million (excluding Payments made through sub-transfer agency and networking arrangements and certain other types of Payments described below), with respect to all funds of the Trust (including the Funds in this SAI). During this time, the Adviser has also made similar payments to its affiliates.
Periodically, and where appropriate, the Adviser and/or its affiliates may enter into similar arrangements with other financial intermediaries. Thus, the number of financial intermediaries that receive Payments is subject to change at any time without notice.
From time to time, and subject to applicable regulations, the Adviser and/or its affiliates may also be involved in cash and non-cash compensation arrangements with financial intermediaries to promote the sale of Fund shares in the form of, for example: occasional gifts; occasional meals, tickets or other entertainment; sales contests and/or promotions; and/or sponsorship support of regional or national events. Subject to applicable FINRA regulations, the Adviser and/or its affiliates may pay costs and expenses associated with these efforts (e.g., travel, lodging, entertainment and meals). Other compensation may also be offered from time to time to the extent not prohibited by applicable federal or state laws or FINRA regulations. This compensation is not included in, and is made in addition to, the Payments described above.
The Adviser and/or its affiliates may be incentivized to make Payments since they promote the sale and retention of Fund shares to clients of the financial intermediaries. When financial intermediaries sell or retain more shares of the Funds, the Adviser and/or its affiliates benefit from the incremental management and other fees paid by the Funds with respect to those assets.
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The compensation or reimbursement received by financial intermediaries through commissions, sales charges, fees payable from the Funds, and/or revenue sharing arrangements may be more or less than the overall compensation or reimbursement on similar or other products and may influence your financial intermediary to introduce and recommend the Funds over other similar investment options. In addition, depending on the arrangements in place at any particular time, this compensation or reimbursement creates a conflict of interest for financial intermediaries as they may have a financial incentive for recommending a Fund (or a particular share class of a Fund) over another investment.
Although a Fund may use financial intermediaries that sell Fund shares to effect transactions for the Funds portfolio, the Fund and the Adviser will not consider the sale of Fund shares as a factor when choosing financial intermediaries to effect those transactions.
Shareholders may obtain more information about these arrangements, including the conflicts of interests that such arrangements create, from their financial intermediaries and should so inquire if they would like additional information. Shareholders are encouraged to ask their financial intermediary how their respective financial intermediary will be compensated for investments made in the Funds
Investors who purchase shares through financial intermediaries will be subject to the procedures of those intermediaries through which they purchase shares, which may include charges, investment minimums, cutoff times and other restrictions in addition to, or different from, those listed herein. Information concerning any charges or services will be provided to customers by the financial intermediary through whom they purchase shares. Investors purchasing shares of the Funds through financial intermediaries should acquaint themselves with their financial intermediarys procedures and should read the Prospectus in conjunction with any materials and information provided by their financial intermediary. The financial intermediary, and not its customers, will be the shareholder of record, although costumers may have the right to vote shares depending upon their arrangement with the financial intermediary. The Distributor does not receive compensation from the Funds for its distribution services except the distribution/service fees with respect to the shares of those classes for which a Rule 12b-1 Plan is effective. However, the Adviser pays the Distributor a fee for certain distribution-related services.
ADMINISTRATOR AND SUB-ADMINISTRATOR
Pursuant to an Administration Services Agreement, the Adviser serves as the Trusts administrator (the Administrator), and in that role oversees and coordinates the activities of other service providers, and monitors certain aspects of the Trusts operations. Pursuant to a Sub-Administration Agreement (the Master Services Agreement), the Administrator has retained Citi, whose address is 4400 Easton Commons, Suite 200, Columbus, Ohio 43219, as sub-administrator (the Sub-Administrator). Citi served as the administrator (rather than sub-administrator) through June 30, 2006. Management and administrative services of the Administrator and Sub-Administrator include providing office space, equipment and clerical personnel to the Funds and supervising custodial, auditing, valuation, bookkeeping, regulatory and dividend disbursing services.
Pursuant to the Master Services Agreement, Citi provides the Funds with various services, which include sub-administration of the Trust and the Funds. Citis services also include certain regulatory and compliance services, as well as fund accounting services. The Administrator and Citi provide certain persons satisfactory to the Board of Trustees to serve as officers of the Trust. Such officers, as well as certain other employees of the Trust, may be directors, officers or employees of the Administrator, Citi or their affiliates. Citi may waive a portion of its fee.
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The Administration Services Agreement was renewed for the one (1) year period ending December 31, 2017, and may be terminated upon not more than 60 days written notice by either party. The Administration Agreement provides that the Administrator shall not be liable to the Trust except for willful misfeasance, bad faith or negligence in the performance of its duties or by reason of reckless disregard of its obligations and duties under the Agreement. The Master Services Agreement and Sub-Administration Agreement provide that Citi shall not be liable to the Trust except for willful misfeasance, bad faith or negligence in the performance of its duties or by reason of reckless disregard of its obligations and duties under the respective agreements.
The administration fee primarily consists of an asset-based fee accrued daily and paid monthly at an annual rate of:
| $0-$10 billion | 0.0400% | |
| $10 billion - $ 20 billion | 0.0350% | |
| $20 billion - $ 50 billion | 0.0265% | |
| In excess of $50 billion | 0.0245% |
The sub-administration fee primarily consists of an asset-based fee payable to Citi by the Administrator on the first business day of each month, or at such times as Citi shall request, at an annual rate of:
| Up to $10 billion | 0.0200% | |
| $10 billion - $ 20 billion | 0.0150% | |
| $20 billion - $ 50 billion | 0.0065% | |
| In excess of $50 billion | 0.0045% |
The fee rate and breakpoints are determined on the basis of the aggregate average daily net assets of the HSBC Family of Funds. The total administration fee to be paid to the Administrator and Citi is allocated to each of the funds in the fund complex based upon its proportionate share of the aggregate net assets of the fund complex, and then allocated to each class of shares on a class basis.
For the fiscal years ended October 31, 2016, 2015, and 2014, the aggregate amount of administration fees incurred by each Fund was:
| Fund | 2016* | 2015^ | 2014^ |
| U.S. Government Money Market Fund | $2,509,625 | $3,075,596 | $2,425,280 |
| U.S. Treasury Money Market Fund | $608,744 | $869,639 | $973,036 |
|
* The Administration and Sub-Administration Agreements were amended on April 1, 2016 to modify the administration and sub-administration fees. | |||
|
^ Expense does not include deductions for waivers. | |||
TRANSFER AGENT
Under a Transfer Agency Services Agreement, Boston Financial Data Services, Inc. acts as transfer agent (Transfer Agent) for the Trust. The Transfer Agent maintains an account for each shareholder of record, performs other transfer agency functions and acts as dividend disbursing agent for the Trust. The principal business address of Boston Financial Data Services, Inc. is 2000 Crown Colony Drive, Quincy, Massachusetts 02169-0953.
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CUSTODIAN
Pursuant to a Custodian Agreement, Northern Trust Company, 50 South LaSalle Street, Chicago, Illinois 60603, acts as the custodian of each Funds assets (the Custodian). The Custodians responsibilities include safeguarding and controlling each Funds cash and securities, handling the receipt and delivery of securities, determining income and collecting interest on each Funds investments, maintaining books of original entry for portfolio and fund accounting and other required books and accounts in order to calculate the daily NAV of Shares of each Fund. Securities held for each Fund may be deposited into the Federal Reserve-Treasury Department Book Entry System or the Depository Trust Company. The Custodian does not determine the investment policies of the Funds or decide which securities will be purchased or sold for a Fund. For its services, the Custodian receives such compensation as may from time to time be agreed upon by it and the Trust.
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FUND ACCOUNTING AGENT
Pursuant to the Master Services Agreement, Citi also serves as fund accounting agent to each Fund. For the fiscal years ended October 31, 2016 and October 31, 2015, the aggregate amount of fund accounting fees incurred by each Fund was:
| Fund | 2016 | 2015^ |
| U.S. Government Money Market Fund | $64,266 | $67,339 |
| U.S. Treasury Money Market Fund | $59,189 | $58,877 |
| ^ Expense does not include deductions for waivers. |
SHAREHOLDER SERVICES PLAN
The Trust has adopted a Shareholder Services Plan with respect to the Class A Shares, Class B Shares, Class C Shares, Class D Shares, Class E Shares, Intermediary Shares and Intermediary Service Shares which provides that the Trust may obtain the services of certain financial institutions and securities brokers, as Shareholder Servicing Agents that shall, as agents for their customers who purchase the Funds Class A Shares, Class B Shares, Class C Shares, Class D, Class E Shares, Intermediary Shares and Intermediary Service Shares, perform certain shareholder account, administrative and service functions for such customers, and may enter into agreements providing for the payment of fees for such services. The Shareholder Services Plan continues in effect indefinitely if such continuance is specifically approved at least annually by a vote of both a majority of the Trustees and a majority of the Trustees who are not interested persons of the Trust and who have no direct or indirect financial interest in the operation of the Shareholder Services Plan or in any agreement related to such Plan (Qualified Trustees). The Shareholder Services Plan may be terminated at any time by a vote of a majority of the Qualified Trustees or with respect to a particular Class of Shares by a majority vote of the outstanding voting securities of that class. The Shareholder Services Plan may not be amended to increase materially the amount of permitted expenses thereunder with respect to the Class A Shares, Class B Shares, Class C Shares, Class D Shares, Class E Shares, Intermediary Shares or Intermediary Service Shares without the approval of a majority of shareholders of the particular class, and may not be materially amended in any case without a vote of the majority of both the Trustees and the Qualified Trustees.
The Trust has entered into a shareholder servicing agreement (a Servicing Agreement) with certain Shareholder Servicing Agents, including HSBC, pursuant to which the Shareholder Servicing Agent, as agent for its customers, among other things: answers customer inquiries regarding account status and history, the manner in which purchases, exchanges and redemptions of Class A Shares, Class B Shares, Class C Shares, Class D Shares, Class E Shares, Intermediary Shares and Intermediary Service Shares of the Funds may be effected and certain other matters pertaining to the Funds; assists shareholders in designating and changing dividend options, account designations and addresses; provides necessary personnel and facilities to establish and maintain shareholder accounts and records; assists in processing purchase and redemption transactions; arranges for the wiring of funds; transmits and receives funds in connection with customer orders to purchase or redeem Shares; verifies and guarantees shareholder signatures in connection with redemption orders and transfers and changes in shareholder-designated accounts; furnishes (either separately or on an integrated basis with other reports sent to a shareholder by a Shareholder Servicing Agent) monthly and year-end statements and confirmations of purchases and redemptions; transmits, on behalf of the Trust, proxy statements, annual reports, updated prospectuses and other communications from the Trust to the Funds shareholders; receives, tabulates and transmits to the Trust proxies executed by shareholders with respect to meetings of shareholders of the Funds or the Trust; and provides such other related services as the Trust or a shareholder may request. With respect to Class A Shares, Class B Shares, Class C Shares, Class D Shares, Class E Shares, Intermediary Shares and Intermediary Service Shares, each Shareholder Servicing Agent receives a fee from the Funds for these services, which may be paid periodically, determined by a formula based upon the number of accounts serviced by such Shareholder Servicing Agent during the period for which payment is being made, the level of activity in accounts serviced by such Shareholder Servicing Agent during such period, and the expenses incurred by such Shareholder Servicing Agent.
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The Trust understands that some Shareholder Servicing Agents also may impose certain conditions on their customers, subject to the terms of the Prospectus, in addition to or different from those imposed by the Trust, such as requiring a different minimum initial or subsequent investment, account fees (a fixed amount per transaction processed), compensating balance requirements (a minimum dollar amount a customer must maintain in order to obtain the services offered), or account maintenance fees (a periodic charge based on a percentage of the assets in the account or of the dividends paid on those assets). Each Servicing Agent has agreed to transmit to its customers who are holders of Shares appropriate prior written disclosure of any fees that it may charge them directly and to provide written notice at least 30 days prior to the imposition of any transaction fees. Conversely, the Trust understands that certain Shareholder Servicing Agents may credit to the accounts of their customers from whom they are already receiving other fees amounts not exceeding such other fees or the fees received by the Shareholder Servicing Agent from the Fund with respect to those accounts.
For the fiscal year ended October 31, 2016, 2015, and 2014, the Funds incurred the following shareholder servicing expenses:
| Fund | 2016(1) | 2015(1) | 2014(1) |
| U.S. Government Money Market Fund | $2,517,747 | $1,947,179 | $2,554,618 |
| U.S. Treasury Money Market Fund | $563,819 | $755,096 | $940,360 |
| (1) Expense does not include deductions for waivers. | |||
FEDERAL BANKING LAW
The Gramm-Leach-Bliley Act of 1999 repealed certain provisions of the Glass-Steagall Act that had previously restricted the ability of banks and their affiliates to engage in certain mutual fund activities. Nevertheless, HSBC Banks and the Advisers activities remain subject to, and may be limited by, applicable federal banking law and regulations. HSBC Bank and the Adviser believe that they possess the legal authority to perform the services for the Funds contemplated by the Prospectus, this SAI, and the Advisory Contract without violation of applicable statutes and regulations. If future changes in these laws and regulations were to limit the ability of HSBC Bank and the Adviser to perform these services, the Board of Trustees would review the Trusts relationship with HSBC Bank and the Adviser and consider taking all action necessary in the circumstances, which could include recommending to shareholders the selection of another qualified adviser or, if that course of action appeared impractical, that the Funds be liquidated.
Entities that are part of banking organizations, such as the Adviser and its affiliates, are subject to extensive government regulation. Government regulation may change frequently and may have significant effects, including limiting the ability of the Adviser and its affiliates from engaging in certain trading activities, which may adversely impact a Fund. For example, the so-called Volcker Rule prohibits the Adviser and its affiliates from engaging in certain trading activities. A Fund may be adversely impacted by this rule if the Adviser or its affiliates own 25% or more of a Funds shares outside of any seeding period permitted by the rule. These restrictions may prevent a Fund from maintaining sufficient seed capital and may cause the Fund to liquidate at the end of the period if the Fund is not able to achieve sufficient scale. Other restrictions, including restrictions on trading and transactions with affiliates, can also apply. Funds that are not managed by entities that are part of banking organizations are not subject to these limitations.
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EXPENSES
Except for the expenses paid by the Adviser and the Distributor, the Funds bear all costs of their operations. Expenses attributable to a class (Class Expenses) shall be allocated to that class only. Class Expenses with respect to the Class A Shares, Class B Shares, Class C Shares, Class D Shares, Class E Shares, Intermediary Shares and Intermediary Service Shares must include payments made pursuant to their respective Distribution Plan and the Shareholder Services Plan. In the event a particular expense is not reasonably allocable by class or to a particular class, it shall be treated as a Fund expense or a Trust expense. Trust expenses directly related to a Fund are charged to the Fund; other expenses are allocated proportionally among all the portfolios of the Trust in relation to the NAV of the Funds.
PROXY VOTING
The Trust has adopted Proxy Voting Policies that delegate the responsibility of voting proxies to the Adviser. The Proxy Voting Policies of the Trust and the Adviser are attached as Appendices C and D.
Information regarding how the Funds voted proxies relating to portfolio securities during the 12-month period ending June 30, 2016 is available (i) without charge, upon request, by calling 1-800-782-8183; and (ii) on the SECs website at http://www.sec.gov.
DETERMINATION OF NET ASSET VALUE
The net asset value per share (NAV) of each of the Funds is determined every hour starting at 10:00 a.m. Eastern time on each day on which U.S. bond markets are open for trading (a Money Market Business Day). The final NAV is determined at 4:00 p.m. Eastern time for the Government Money Market Fund and at 2:00 p.m. Eastern time for the U.S. Treasury Money Market Fund. The Funds reserve the right to amend the times at which they determine NAV, or to determine NAV more or less frequently. An order for shares of any Fund received in good order on a Money Market Business Day prior to the last determination of the NAV for that Fund will receive the dividend declared for the Fund on that Money Market Business Day. An order for shares of a Fund received in good order on a Money Market Business Day after the last NAV determination for that Fund will be effected at the first NAV determined on the next Money Market Business Day, and will start earning dividends on that Money Market Business Day.
In the event the Board deems it necessary to establish NAVs for one or more Funds by utilizing available market quotations instead of the amortized cost method, the Board may discontinue the hourly calculation of NAVs for one or more Funds, in favor of a once-daily NAV calculation. In such circumstances, the NAV for the Funds would be determined daily at 4:00 p.m. Eastern Time for the Government Money Market Fund and at 2:00 p.m. Eastern Time for the U.S. Treasury Money Market Fund, until such time as the Board determines to reinstate the hourly NAV calculations. It is anticipated that the NAV of each class of shares will remain constant at $1.00, although no assurance can be given that the net asset value will remain constant on a continuing basis.
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The Trust uses the amortized cost method to determine the value of each Funds portfolio securities pursuant to Rule 2a-7 under the 1940 Act, with the exception of certain events where fair value pricing guidance is given and may be more appropriate. The amortized cost method involves valuing an obligation at its cost and amortizing any discount or premium over the period until maturity, regardless of the impact of fluctuating interest rates on the market value of the security. During these periods, the yield to a shareholder may differ somewhat from that which could be obtained from a similar fund which utilizes a method of valuation based upon market prices. Thus, during periods of declining interest rates, if the use of the amortized cost method resulted in a lower value of a Funds portfolio on a particular day, a prospective investor in the Fund would be able to obtain a somewhat higher yield than would result from an investment in a fund utilizing solely market values, and existing Fund shareholders would receive correspondingly less income. The converse would apply during periods of rising interest rates.
Rule 2a-7 provides that, in order to value its portfolio using the amortized cost method, a Fund must maintain a dollar-weighted average portfolio maturity of 60 days or less and a dollar-weighted average portfolio life of 120 days or less (as calculated in accordance with Rule 2a-7) and only purchase securities having remaining maturities of (or deemed maturities of) 397 days or less, which are determined by the Trusts Board of Trustees to be of high quality with minimal credit risks. Pursuant to Rule 2a-7, the Board has established procedures designed to stabilize, to the extent reasonably possible, the price per share of the Fund, as computed for the purpose of sales and redemptions, at $1.00. Such procedures include review of a Funds portfolio holdings by the Board of Trustees to determine whether the NAV of the Fund calculated by using available market quotations deviates from the $1.00 per share valuation based on amortized cost. The extent of any deviation is examined by the Board of Trustees. If such deviation exceeds $0.050, the Board promptly considers what action, if any, will be initiated. In the event the Board determines that a deviation exists which may result in material dilution or other unfair results to investors or existing shareholders, the Board will take such corrective action as it regards as necessary and appropriate, which may include suspending redemptions in order to liquidate a Fund in an orderly manner, selling portfolio instruments prior to maturity to realize capital gains or losses or to shorten average portfolio maturity, withholding dividends or establishing a NAV per share by using available market quotations.
Subject to the Trusts compliance with applicable regulations, the Trust on behalf of each Fund has reserved the right to pay the redemption or repurchase price of shares, either totally or partially, by a distribution in kind of portfolio securities (instead of cash), as applicable. The securities so distributed would be valued at the same amount as that assigned to them in calculating the NAV for the shares being sold. If a shareholder received a distribution in kind, the shareholder could incur brokerage or other charges in converting the securities to cash.
PURCHASE OF SHARES
An investor may purchase shares through the Funds directly or by authorizing his Shareholder Servicing Agent to purchase such shares on his behalf. Class B Shares may no longer be purchased or acquired by any new or existing Class B shareholder, except through dividend and/or capital gains reinvestment. Any other order to purchase Class B Shares will be rejected. Class B shareholders may continue to hold Class B Shares until such shares automatically convert under the existing conversion schedule, or until the shareholder redeems such Class B Shares, subject to any applicable contingent deferred sales charge (CDSC).
Class A Shares and Class Y Shares of the Funds are continuously offered for sale at NAV (normally $1.00 per share) with no front-end sales charge to the public, and to customers of securities brokers that have entered into a dealer agreement with the Distributor (Securities Brokers) or a financial institution, including a federal or state-chartered bank, trust company or savings and loan association, that has entered into a Shareholder Servicing Agreement with the Trust or the Distributor (together with Securities Brokers, Servicing Agents). Class Y Shares are subject to certain minimum investment requirements, as are Class E, Intermediary Shares, Intermediary Service Shares and Class I Shares. Class E shares are offered primarily for investments through portal providers, intermediaries (anyone facilitating the purchase of the Funds by their clients), and institutional direct clients, if they meet the minimum investment. Class I Shares are offered primarily for direct investment by institutional investors. In addition, investment companies advised by the Adviser are eligible to invest in Class I Shares. Class D shares are similar to Class A shares, except that Class D shares are offered to clients of the Adviser and its affiliates and are subject to lower operating expenses. Intermediary Shares and Intermediary Service Shares are offered primarily through intermediaries and bank sweep programs.
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Class B Shares and Class C Shares of the Funds are not offered for sale but are only offered as an exchange option for Class B shareholders and Class C shareholders of the Trusts other investment portfolios who wish to exchange some or all of those Class B shares or Class C shares for Class B Shares or Class C Shares of the Funds. Although Class B Shares and Class C Shares of the Funds are not subject to a sales charge when a shareholder exchanges Class B shares or Class C shares of another Trust portfolio for Class B Shares or Class C Shares of the Fund, they may be subject to a contingent deferred sales charge when they are redeemed. See Contingent Deferred Sales Charge (CDSC) -- Class B Shares and Class C Shares below. Class C Shares are also available to customers or HSBC sweep programs.
An order to purchase shares of the Funds that is received in good order prior to the close of business on a Money Market Business Day is effected on that day at the next determined NAV per share. Shares purchased earn dividends from and including the day the purchase is effected. The Trust intends the Funds to be as fully invested at all times as is reasonably practicable in order to enhance the yield on its assets. Each Shareholder Servicing Agent or Securities Broker is responsible for and required to promptly forward orders for Shares to the Funds transfer agent.
While there is no sales load on purchases of shares, the Distributor may receive fees from the Funds. See Management of the Trust and The Distributor above. Other funds which have investment objectives similar to those of the Funds but which do not pay some or all of such fees from their assets may offer a higher yield.
All purchase payments are invested in full and fractional Shares. The Trust reserves the right to cease offering shares for sale at any time or to reject any order for the purchase of Shares.
EXCHANGE PRIVILEGE
By contacting the Transfer Agent or his Shareholder Servicing Agent or his Securities Broker, a shareholder of the Funds may exchange some or all of his Shares for shares of a corresponding class of the HSBC Funds. By contacting the Transfer Agent or his Shareholder Servicing Agent or his Securities Broker, a shareholder of an HSBC Fund may exchange some or all of his Shares at NAV without a sales charge for Shares of the same class offered with the same or lower sales charge by any of the other HSBC Funds. Exchanges for Shares with a higher sales charge may be made upon payment of the sales charge differential. For purposes of the discussions below, references to the HSBC Funds include the World Selection Funds.
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An investor will receive Class A Shares of the Money Market Funds in exchange for Class A shares of the HSBC Funds, unless the investor is eligible to receive Class D Shares of the Money Market Funds, in which case the investor may receive Class D Shares of a Money Market Fund in exchange for such Class A shares. Class D Shares may be exchanged for Class D Shares of other Money Market Funds. Class B Shares and Class C Shares may be exchanged for shares of the same class of one or more of the Money Market Funds or other HSBC Funds at NAV, and Class E Shares, Intermediary Shares, Intermediary Service Shares, Class I Shares and Class Y Shares may be exchanged for a corresponding class of the Money Market Funds or exchanged for Class I shares of the non-money market HSBC Funds at NAV without a front-end sales charge provided that the amount to be exchanged meets the applicable minimum investment requirements. In each case, the exchange is conditioned upon being made in states where it is legally authorized. Holders of the Funds Class B Shares may not exchange their Shares for shares of any other class. Exchanges of Class A Shares for Class A Shares of one or more HSBC Funds may be made upon payment of the applicable sales charge, unless previously paid or otherwise exempt. Shareholders of Class A Shares and Class D Shares of the Funds who are shareholders as of December 31, 1997 will be grandfathered with respect to the HSBC Funds and will be exempt from having to pay a sales charge on any new purchases of Class A Shares or Class D Shares of the Funds. An exchange of Class B Shares or Class C Shares will not affect the holding period of the Class B Shares or Class C Shares for purposes of determining the CDSC, if any, upon redemption. An exchange may result in a change in the number of Shares held, but not in the value of such Shares immediately after the exchange. Each exchange involves the redemption of the Shares to be exchanged and the purchase of the shares of the other HSBC Funds, which may produce a gain or loss for tax purposes.
The exchange privilege (or any aspect of it) may be changed or discontinued upon 60 days written notice to shareholders and is available only to shareholders in states in which such exchanges may be legally made. A shareholder considering an exchange should obtain and read the prospectus of the other HSBC Fund into which the exchange will be made, and consider the differences in investment objectives and policies before making any exchange.
An exchange is considered a sale of shares and may result in a capital gain or loss for federal income tax purposes. A Shareholder wishing to exchange his or her Shares may do so by contacting the Trust at 800-782-8183, by contacting his or her broker-dealer or by providing written instruction to the Trust.
IN-KIND PURCHASES
The Trust, in its discretion, may permit purchases of Fund shares by means of in-kind contributions of portfolio securities under certain circumstances. An in-kind contribution must be made in the form of securities that are permissible investments for the Funds as described in the Prospectus. In connection with an in-kind securities purchase, the Funds will require, among other things, that the securities be valued in the same manner as they would be valued for purposes of computing a Funds NAV; that the Funds receive satisfactory assurances that they will have good and marketable title to the securities received by them; and that the securities be in proper form for transfer to the Funds. In addition, the Funds generally will not accept securities of any issuer unless they are liquid, have a readily ascertainable market value, and are not subject to restrictions on resale.
The Funds will not be liable for any brokerage commission or fee (except for customary transfer fees) in connection with an in-kind purchase of Fund shares. Your broker may impose a fee in connection with processing your in-kind purchase of Fund shares. An investor contemplating an in-kind purchase of Fund shares should consult his or her tax adviser to determine the tax consequences under Federal and state law of making such a purchase.
AUTOMATIC INVESTMENT PLAN
The Trust offers a plan for regularly investing specified dollar amounts ($25.00 minimum in monthly, quarterly, semi-annual or annual intervals) in the Funds. If an Automatic Investment Plan is selected, subsequent investments will be automatic and will continue until such time as the Trust and the investors bank are notified to discontinue further investments. Due to the varying procedures to prepare, process and to forward bank withdrawal information to the Trust, there may be a delay between the time of the bank withdrawal and the time the money reaches the Funds. The investment in the Funds will be made at the NAV per share determined on the day that both the check and the bank withdrawal data are received in required form by the Funds transfer agent. Further information about the Automatic Investment Plan may be obtained from Citi at the telephone number listed under Shareholder Inquiries.
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For further information on how to purchase Shares, an investor should contact the Funds directly at HSBC Funds, PO Box 182845, Columbus, Ohio 43218-2845 or by calling 1-800-782-8183.
PURCHASES THROUGH A SHAREHOLDER SERVICING AGENT OR A SECURITIES BROKER
Shareholder Servicing Agents and Securities Brokers, if applicable, may offer services to their customers, including specialized procedures for the purchase and redemption of Shares, such as pre-authorized or automatic purchase and redemption programs and sweep checking programs. Each Shareholder Servicing Agent and Securities Broker may establish its own terms, conditions and charges, including limitations on the amounts of transactions, with respect to such services. Charges for these services may include fixed annual fees, account maintenance fees and minimum account balance requirements. The effect of any such fees will be to reduce the net return on the investment of customers of that Shareholder Servicing Agent or Securities Broker. Conversely, certain Servicing Agents may (although they are not required by the Trust to do so) credit to the accounts of their customers from whom they are already receiving other fees amounts not exceeding such other fees or the fees received by the Servicing Agent from the Funds, which will have the effect of increasing the net return on the investment of such customers of those Servicing Agents.
Shareholder Servicing Agents and Securities Brokers may transmit purchase payments on behalf of their customers by wire directly to the Funds custodian bank by following the procedures described above.
For further information on how to direct a Securities Broker, if applicable, or a Shareholder Servicing Agent to purchase Shares, an investor should contact his Securities Broker or his Shareholder Servicing Agent.
CONTINGENT DEFERRED SALES CHARGE (CDSC) - CLASS B SHARES
Investors purchasing shares of the Funds will ordinarily purchase either Class A Shares, Class D Shares, Class E Shares, Class I Shares, Intermediary Shares, Intermediary Service Shares or Class Y Shares. Class B Shares of the Funds will be subject to a declining CDSC if Class B Shares of any of the HSBC Funds are exchanged for Class B Shares are redeemed within 4 years. In such cases, the CDSC will be:
| CDSC as a % of Dollar Amount | |
| Years since Purchase | Subject to Charge |
| 0-1 | 4.00% |
| 1-2 | 3.00% |
| 2-3 | 2.00% |
| 3-4 | 1.00% |
| More than 4 | None |
The CDSC will be based upon the lower of the NAV at the time of purchase or the NAV at the time of redemption. There is no CDSC on reinvested dividends or distributions. If an investor sells some but not all of his or her Class B Shares, shares not subject to the CDSC (i.e., shares purchased with reinvested dividends) will be redeemed first, followed by shares subject to the lowest CDSC (typically shares held for the longest time).
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The CDSC is waived on redemptions of Class B Shares (i) following the death or disability (as defined in the Internal Revenue Code of 1986, as amended (the Code)) of a Shareholder, (ii) to the extent that the redemption represents a minimum required distribution from an IRA or a Custodial Account under Code Section 403(b)(7) to a Shareholder who has reached age 70 1/2, and (iii) to the extent the redemption represents the minimum required distribution from retirement plans under Code Section 401(a) where such redemptions are necessary to make distributions to plan participants.
CONVERSION FEATURE -- CLASS B SHARES AND CLASS C SHARES
Class B Shares of the Funds will convert automatically to Class A Shares of the same Fund (or Class D Shares, depending on your eligibility), after six years from the beginning of the calendar month in which the Class B Shares were originally purchased. Class C Shares of the Fund will convert automatically to Class A Shares of the same Fund (or Class D Shares, depending on your eligibility), after five years from the beginning of the calendar month in which the Class C Shares were originally purchased. After conversion, the shares will be subject to the lower distribution and shareholder servicing fees charged on Class A Shares (or Class D Shares) which will increase the shareholders investment return compared to the Class B Shares or Class C Shares. A shareholder will not pay any sales charge or fees when his or her shares convert, nor will the transaction be subject to any tax. If an investor purchased Class B Shares or Class C Shares of one fund which he or she exchanged for Class B Shares or Class C Shares of another fund, the holding period will be calculated from the time of the original purchase of Class B Shares or Class C Shares. The dollar value of Class A Shares (or Class D Shares) the investor receives will equal the dollar value of the Class B shares or Class C Shares converted.
LEVEL LOAD ALTERNATIVE -- CLASS C SHARES
Class C Shares of the Funds are available only by exchanging the Class C Shares of other HSBC Funds. If an investor exchanges Class C Shares of other HSBC Funds for Class C Shares of the Funds and wishes to sell his or her shares, the redemption may be subject to a 1.00% CDSC if the shares are redeemed less than one year after the original purchase of the Class C Shares. The CDSC will be assessed on the lesser of the current NAV or the NAV at the time of purchase.
REDEMPTION OF SHARES
A shareholder may redeem all or any portion of the Shares in his account at any time at the NAV per share (normally $1.00 per share for the Funds) next calculated after a redemption request is received in good order by the Transfer Agent, with respect to Shares purchased directly through the Funds, or by his Securities Broker or his Shareholder Servicing Agent, if the Securities Broker or Shareholder Servicing Agent is authorized to receive orders for Fund shares on behalf of the Funds. Class A Shares, Class D Shares, Class E Shares, Class I Shares, Intermediary Shares, Intermediary Service Shares and Class Y Shares may be redeemed without charge while Class B Shares and Class C Shares may be subject to a CDSC. See Contingent Deferred Sales Charge (CDSC) -- Class B Shares and Level Load Alternative -- Class C Shares above. See Determination of Net Asset Value above.
Except as otherwise set forth in the Prospectus, the proceeds of a redemption are normally paid from the Funds in U.S. dollars within a week following the date on which the redemption is effected. The Funds may suspend the right of redemption and postpone for more than seven days the date of payment upon redemption: (i) during periods when the New York Stock Exchange is closed other than for weekends and certain holidays or when trading on such Exchange is restricted, (ii) during periods in which, as a result of emergency, disposal, or evaluation of the NAV of the portfolio securities is not reasonably practicable, (iii) in certain circumstances when there has been a determination to liquidate a Fund, or (iv) for such other periods as the SEC may permit. To be in a position to eliminate excessive expenses, the Trust reserves the right to redeem upon not less than 30 days notice all Shares in an account which has a value below $50.00, provided that such involuntary redemptions will not result from fluctuations in the value of Fund Shares. A shareholder will be allowed to make additional investments prior to the date fixed for redemption to avoid liquidation of the account.
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Unless Shares have been purchased directly from the Funds, a shareholder may redeem Shares only by authorizing his Securities Broker, if applicable, or his Shareholder Servicing Agent to redeem such Shares on his behalf (since the account and records of such a shareholder are established and maintained by his Securities Broker or his Shareholder Servicing Agent). For further information as to how to direct a Securities Broker or a Shareholder Servicing Agent to redeem Shares, a shareholder should contact his Securities Broker or his Shareholder Servicing Agent.
The Board of Trustees of the Trust has adopted Redemption-in-Kind Procedures that provide that redemptions by affiliated shareholders may be satisfied by the distribution of portfolio securities in-kind, reflecting the shareholders proportionate interest in the relevant Fund, subject to certain adjustments. The Board of Trustees, including a majority of the Independent Trustees, is required under the Procedures to determine no less frequently than quarterly that all redemptions in kind to affiliated shareholders made during the preceding quarter (if any) (a) were effected in accordance with the procedures; (b) did not favor the affiliated shareholder to the detriment of any other shareholder; and (c) were in the best interests of the distributing Fund.
Redemption proceeds are generally paid in cash, but the Funds reserve the right to pay all or part of any redemption proceeds in-kind. However, the Funds have made an election pursuant to Rule 18f-1 under the 1940 Act to redeem shares of each Fund solely in cash up to the lesser of $250,000 or 1.00% of the NAV of the Fund during any 90-day period for any one shareholder. The Funds reserve the right to pay all or part of other redemptions by a distribution of portfolio securities in kind from the applicable Funds portfolio. The securities distributed in kind would be valued at the same value as that assigned to them in calculating the NAV of the shares being redeemed. In the event a shareholder receives an in-kind distribution of portfolio securities, it would be the responsibility of the shareholder to dispose of the securities. The shareholder would be subject to the risks that the value of the securities would decline prior to their sale, that it would be difficult to sell the securities, and that brokerage fees could be incurred.
SYSTEMATIC WITHDRAWAL PLAN
Any shareholder who owns Shares with an aggregate value of $10,000 or more may establish a Systematic Withdrawal Plan under which he redeems at NAV the number of full and fractional shares which will produce the monthly, quarterly, semi-annual or annual payments specified (minimum $50.00 per payment). Depending on the amounts withdrawn, systematic withdrawals may deplete the investors principal. Investors contemplating participation in the Systematic Withdrawal Plan should consult their tax advisors. No additional charge to the shareholder is made for this service.
REDEMPTION OF SHARES PURCHASED DIRECTLY THROUGH THE FUNDS
Redemption by Letter. Redemptions may be made by letter to the Transfer Agent specifying the dollar amount or number of shares to be redeemed, account number and the Fund. The letter must be signed in exactly the same way the account is registered (if there is more than one owner of the Shares, all must sign). In connection with a written redemption request, all signatures of all registered owners or authorized parties must be guaranteed by an Eligible Guarantor Institution, which includes a domestic bank, broker, dealer, credit union, national securities exchange, registered securities association, clearing agency or savings association. The Transfer Agent, however, may reject redemption instructions if the guarantor is neither a member nor a participant in a signature guarantee program (currently known as STAMP, SEMP, or NYSE MPS). Corporations, partnerships, trusts or other legal entities may be required to submit additional documentation.
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Redemption by Wire or Telephone. An investor may redeem shares of the Funds by wire or by telephone if he has checked the appropriate box on the Purchase Application or has filed a Telephone Authorization Form with the Trust. These redemptions may be paid from the Funds by wire or by check. The Trust reserves the right to refuse telephone wire redemptions and may limit the amount involved or the number of telephone redemptions. The telephone redemption procedure may be modified or discontinued at any time by the Trust. Instructions for wire redemptions are set forth in the Purchase Application. The Trust employs reasonable procedures to confirm that instructions communicated by telephone are genuine. For instance, the following information must be verified by the shareholder or Securities Broker at the time a request for a telephone redemption is effected: (1) shareholders account number; (2) shareholders social security number; and (3) name and account number of shareholders designated Securities Broker or bank. If the Trust fails to follow these or other established procedures, it may be liable for any losses due to unauthorized or fraudulent instructions.
CHECK REDEMPTION SERVICE
Shareholders may redeem Class A Shares or Class D Shares of the Funds by means of a Check Redemption Service. If Class A Shares or Class D Shares are held in book credit form and the Check Redemption Service has been elected on the Purchase Application on file with the Trust, redemptions of shares may be made by using redemption checks provided by the Trust. There is no charge for this service. Checks must be written for amounts of $250 or more, may be payable to anyone and negotiated in the normal way. If more than one shareholder owns the Class A Shares or Class D Shares, all must sign the check unless an election has been made to require only one signature on checks and that election has been filed with the Trust.
Class A Shares and Class D Shares represented by a redemption check continue to earn daily dividends until the check clears the banking system. When honoring a redemption check, the Trust causes the redemption of exactly enough full and fractional Class A Shares and Class D Shares of the Funds from an account to cover the amount of the check. The Check Redemption Services may be terminated at any time by the Trust.
If the Check Redemption Service is requested for an account in the name of a corporation or other institution, additional documents must be submitted with the application, i.e., corporations (Certification of Corporate Resolution), partnerships (Certification of Partnership) and trusts (Certification of Trustees). In addition, since the share balance of the Fund account is changing on a daily basis, the total value of the Fund account cannot be determined in advance and the Fund account cannot be closed or entirely redeemed by check.
RETIREMENT PLANS
Class D Shares of the Funds are offered in connection with tax-deferred retirement plans. Application forms and further information about these plans, including applicable fees, are available from the Trust or the Distributor upon request. The tax law governing tax-deferred retirement plans is complex and changes frequently. Before investing in the Funds through one or more of these plans, an investor should consult his or her tax advisor.
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INDIVIDUAL RETIREMENT ACCOUNTS (IRAs)
The shares may be used as a funding medium for an IRA. An Internal Revenue Service-approved IRA plan may be available from an investors Shareholder Servicing Agent. The minimum initial investment for an IRA is $250; the minimum subsequent investment is $100. In general, IRAs are available to individuals who receive compensation or earned income and their spouses whether or not they are active participants in a tax-qualified or Government-approved retirement plan. In general, an IRA contribution by an individual who participates, or whose spouse participates, in a tax-qualified or Government-approved retirement plan may not be deductible, in whole or in part, depending upon the individuals income. Individuals also may establish an IRA to receive a rollover contribution of distributions from another IRA or a qualified plan. Tax advice should be obtained before planning a rollover or determining contribution limits.
DEFINED CONTRIBUTION PLANS
Investors who are self-employed may purchase shares of the Funds for retirement plans for self-employed persons who are known as defined contribution plans (formerly Keogh or H.R. 10 Plans). HSBC offers a prototype plan for money purchase and profit sharing defined contribution plans. The rules governing these plans are complex, and a tax advisor should be consulted.
SECTION 457 PLAN, 401(k) PLAN, 403(b) PLAN
The Funds may be used as an investment vehicle for certain deferred compensation plans provided for by Section 457 of the Code with respect to service for state governments, local governments, rural electric cooperatives and political subdivisions, agencies, instrumentalities, tax-exempt organizations and certain affiliates of such entities. The Funds may also be used as an investment vehicle for both 401(k) plans and 403(b) plans.
DIVIDENDS AND DISTRIBUTIONS
The Trust declares all of each Funds net investment income daily as a dividend to Fund shareholders. Dividends substantially equal to each Funds net investment income earned during the month are distributed in that month to the Funds shareholders of record. Generally, a Funds net investment income consists of the interest and dividend income it earns, less expenses. In computing interest income, premiums are not amortized nor are discounts accrued on long-term debt securities in the Funds, except as required for federal income tax purposes.
Shares begin accruing dividends on the day they are purchased. Dividends are distributed monthly. Unless a shareholder elects to receive dividends in cash (subject to the policies of the shareholders Shareholder Servicing Agent or Securities Broker), dividends are distributed in the form of additional shares of the Funds at the rate of one share (and fraction thereof) of the Fund for each one dollar (and fraction thereof) of dividend income.
Each Funds net realized capital gains, if any, are distributed to shareholders annually. Additional distributions are also made to each Funds shareholders to the extent necessary to avoid application of the 4% non-deductible federal excise tax on certain undistributed income and net capital gains of regulated investment companies. Unless a shareholder elects to receive dividends in cash, dividends are distributed in the form of additional shares of the Funds (purchased at their NAV without a sales charge).
For this purpose, the net income of the Funds (from the time of the immediately preceding determination thereof) consists of (i) all income accrued, less the amortization of any premium, on the assets of the Funds, less (ii) all actual and accrued expenses determined in accordance with generally accepted accounting principles. Interest income includes discount earned (including both original issue and market discount) on discount paper accrued ratably to the date of maturity and any net realized gains or losses on the assets of the Funds. Obligations held in a Funds portfolio are valued at amortized cost, which the Trustees of the Trust have determined in good faith constitutes fair value for the purposes of complying with the 1940 Act. This method provides certainty in valuation, but may result in periods during which the stated value of an obligation held for a Fund is higher or lower than the price the Fund would receive if the obligation were sold. This valuation method will continue to be used until such time as the Trustees of the Trust determine that it does not constitute fair value for such purposes.
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Since the net income of the Funds is declared as a dividend each time the net income of the Funds is determined, the NAV per share of the Funds is expected to remain at $1.00 per share immediately after each such determination and dividend declaration. Any increase in the value of a shareholders investment in the Funds, representing the reinvestment of dividend income, is reflected by an increase in the number of Shares in his account.
It is expected that the Funds will have a positive net income at the time of each determination thereof. If, for any reason, the net income of the Funds determined at any time is a negative amount, which could occur, for instance, upon default by an issuer of an obligation held in a Funds portfolio, the negative amount with respect to each shareholder account would first be offset from the dividends declared during the month with respect to each such account. If and to the extent that such negative amount exceeds such declared dividends at the end of the month, the number of outstanding Fund shares would be reduced by treating each shareholder as having contributed to the capital of the Fund that number of full and fractional shares in the account of such shareholder which represents his proportion of the amount of such excess. Each shareholder will be deemed to have agreed to such contribution in these circumstances by his investment in the Funds. Thus, the NAV per share is expected to be maintained at a constant $1.00.
DESCRIPTION OF SHARES, VOTING RIGHTS, AND LIABILITIES
The Trusts Agreement and Declaration of Trust permits the Trustees to issue an unlimited number of full and fractional shares of beneficial interest (par value $0.001 per share) and to divide or combine the shares into a greater or lesser number of shares without thereby materially changing the proportionate beneficial interests in the Trust. Currently, the Trust has 21 series of shares, each of which constitutes a separately managed Fund. The Trust reserves the right to create additional series of shares. Currently, the Funds issue separate classes of shares as described under General Information.
Subject to the distinctions permitted among classes of the Trust or any series as established by the Trustees consistent with the requirements of the 1940 Act, each share of the Trust or any series shall represent an equal beneficial interest in the net assets of the Trust or such series, and each shareholder of the Trust or any series shall be entitled to receive such shareholders pro rata share of distributions of income and capital gains, if any, made with respect to the Trust or such series. Upon redemption of the shares of any series, the applicable shareholder shall be paid solely out of the funds and property of such series of the Trust. Except as otherwise provided by the Trustees, shareholders shall have no preemptive or other right to subscribe to any additional shares or other securities issued by the Trust.
The Trustees may require shareholders to redeem shares for any reason under terms set by the Trustees. When issued, shares are fully paid and non-assessable. The Trustees may, however, cause shareholders, or shareholders of a particular series or class, to pay certain transfer agency, servicing or similar agent charges 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.
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Shareholders are entitled to one vote for each share held on matters on which they are entitled to vote (and a proportionate fractional vote for each fraction of a share). The Trust is not required and has no current intention to hold annual meetings of shareholders, although the Trust will hold special meetings of Fund shareholders when in the judgment of the Trustees of the Trust it is necessary or desirable to submit matters for a shareholder vote or as otherwise required by the 1940 Act or other applicable federal law. It is not anticipated that the Trust will hold shareholders meetings unless required by law or its Agreement and Declaration of Trust or By-Laws. On any matters submitted to a vote of the shareholders, all shares of the Trust then entitled to vote shall be voted in aggregate, except: (i) when required by the 1940 Act, shares shall be voted by individual series or class; (ii) when the matter involves any action that the Trustees have determined will affect only the interests of one or more series, then only shareholders of such series shall be entitled to vote thereon; and (iii) when the matter involves any action that the Trustees have determined will affect only the interests of one or more classes, then only the shareholders of such class or classes shall be entitled to vote thereon. Accordingly, shareholders of each series generally vote separately, for example, to approve investment advisory contracts or changes in fundamental investment policies or restrictions, but shareholders of all series may vote together to the extent required under the 1940 Act, such as in the election or selection of Trustees, principal underwriters and accountants for the Trust. Under certain circumstances, the shareholders of one or more series could control the outcome of these votes.
Shares of each class of a series represent an equal pro rata interest in such series and, generally, have identical voting, dividend, liquidation, and other rights, preferences, powers, terms and conditions, except that: (i) each class shall have a different designation; (ii) each class of shares shall bear any class expenses; and (iii) each class shall have separate voting rights on any matter submitted to shareholders in which the interests of one class differ from the interests of any other class. Upon liquidation or dissolution of a Fund, shareholders of the Fund would generally be entitled to share pro rata in the net assets of the Funds available for distribution to shareholders.
The shareholders of the Funds have the power to vote only: (i) for the election or removal of Trustees as and to the extent provided in the Trusts Agreement and Declaration of Trust; (ii) with respect to such additional matters relating to the Trust as may be required by federal law including the 1940 Act, or any registration of the Trust with the SEC (or any successor agency) or any state; and (iii) as the Trustees may otherwise consider necessary or desirable in their sole discretion.
The Trust is an entity of the type commonly known as a Delaware statutory trust. Under Delaware law and the Trusts Agreement and Declaration of Trust, shareholders are entitled to the same limitation of personal liability extended to shareholders of corporations organized under Delaware law. Therefore, shareholders generally will not be subject to personal liability for Fund obligations. The risk that a shareholder will incur personal liability for Fund obligations is limited to the circumstances in which a state court may not apply Delaware law or the terms of the Trusts Agreement and Declaration of Trust.
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OWNERSHIP OF THE FUNDS
As of February 1, 2017, the following persons owned of record 5% or more of a Fund or class of shares:
| Percent of the | ||
| Class Total | ||
| Assets Held by | ||
| Fund/Class | No. of Shares | the Shareholder |
| HSBC U.S. Government Money Market Fund Class A | ||
| Matrix Trust Company as TTEE FBO | ||
| GEI Consultants Inc NQ DCP | 89,595.750 | 5.61% |
| P.O. Box 52129 | ||
| Phoenix, AZ 85072-2129 | ||
| Ascensus Trust Company FBO | ||
| Bank of Taiwan US Operation 401k | 645,419.641 | 40.43% |
| P.O. Box 10758 | ||
| Fargo, ND 58106-0758 | ||
| Ascensus Trust Company FBO | ||
| Greatmats.com Corporation | 258,987.400 | 16.22% |
| P.O. Box 10758 | ||
| Fargo, ND 58106-0758 | ||
| Citi Fund Services Ohio Inc FBO | ||
| HSBC B Share Funding Acct | 102,368.530 | 6.41% |
| ATTN: Corporate Finance | ||
| 3435 Stelzer Road | ||
| Columbus, OH 43219-6004 | ||
| Pershing LLC | ||
| 1 Pershing Plaza | 266,996.090 | 16.72% |
| Jersey City, NJ 07399-0002 | ||
| HSBC U.S. Government Money Market Fund Class B | ||
| Pershing LLC | ||
| 1 Pershing Plaza | 48,762.490 | 100% |
| Jersey City, NJ 07399-0002 | ||
| HSBC U.S. Government Money Market Fund Class D | ||
| HSBC Bank USA | ||
| 452 5th Ave 2nd Fl | 462,200,308.000 | 24.06% |
| New York, NY 10018-2333 | ||
| FTCI as Agent Rev | ||
| C/O Frank Lomassaro, 2nd Floor | 254,377,500.000 | 13.24% |
| P.O. Box 3199 | ||
| Church Street Station | ||
| New York, NY 10008-3199 | ||
| Baytetra & Co | ||
| c/o State Street Bank | 292,840,488.200 | 15.24% |
| 1200 Crown Colony Drive | ||
| Quincy, MA 02169-0938 | ||
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| Pershing LLC | ||
| FEBO Customers | 781,553,037.500 | 40.69% |
| Attn Cash Management Services | ||
| 1 Pershing Plaza | ||
| Jersey City, NJ 07399-0001 | ||
| HSBC U.S. Government Money Market Fund Class E | ||
| HSBC Global Asset Management Ltd | ||
| 78 St James Street | 2,003.050 | 100% |
| London UK SW1A 1EJ | ||
| HSBC U.S. Government Money Market Fund Class I | ||
| Chicago Mercantile Exchange Inc | ||
| CFTC 126 Futures | 792,786,851.600 | 12.27% |
| 20 S Wacker Drive | ||
| Chicago, IL 60606-7431 | ||
| Hare & Co 2 | ||
| 111 Sanders Creek Pkwy | 649,533,295.500 | 10.06% |
| East Syracuse NY 13057-1382 | ||
| Hare & Co 2B | ||
| 111 Sanders Creek Pkwy | 396,797,522.000 | 6.14% |
| East Syracuse NY 13057-1382 | ||
| Hare & Co 2 | ||
| 111 Sanders Creek Pkwy | 347,166,337.800 | 5.37% |
| East Syracuse NY 13057-1382 | ||
| State Street Global Markets LLC | ||
| Attn Fund Connect | 575,029,709.000 | 8.90% |
| One Lincoln Street SFC6 | ||
| Boston, MA 02111-2901 | ||
| JPMCC Chase Processing | ||
| FBO Facebook | ||
| 4 Chase Metrotech Center, 7th Floor | 500,000,000.000 | 7.74% |
| Brooklyn, NY 11245-0003 | ||
| HSBC U.S. Government Money Market Fund Class Y | ||
| HSBC Bank USA | ||
| 452 5TH Ave 2nd Floor | 1,955,838,598.000 | 68.95% |
| New York, NY 10018-2333 | ||
| HSBC Bank USA | ||
| 452 5TH Ave 2nd Floor | 752,681,273.700 | 26.53% |
| New York, NY 10018-2333 | ||
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| HSBC U.S. Government Money Market Fund | ||
| Intermediary Service Share Class | ||
| Splunk, Inc. | ||
| 270 Brannan Street | 5,005,562.140 | 99.95% |
| San Francisco, CA 94107-2007 | ||
| HSBC U.S. Government Money Market Fund | ||
| Intermediary Class | ||
| Morrison Cohen LLP | ||
| 909 Third Avenue 27th Fl | 4,627,611.310 | 99.95% |
| New York, NY 10022-4784 | ||
| HSBC U.S. Treasury Money Market Fund Class D | ||
| HSBC Bank USA | ||
| 452 5th Ave 2nd Floor | 71,667,632.030 | 30.62% |
| New York, NY 10018-2333 | ||
| Baytetra & Co | ||
| c/o State Street Bank | ||
| 1200 Crown Colony Drive | 92,790,825.680 | 39.64% |
| Quincy, MA 02169-0938 | ||
| Pershing LLC | ||
| FEBO Customers | ||
| Attn Cash Management Services | 64,591,604.380 | 27.59% |
| 1 Pershing Plaza | ||
| Jersey City, NJ 07399-0001 | ||
| HSBC U.S. Treasury Money Market Fund Class E | ||
| HSBC Global Asset Management Ltd | ||
| 78 St James Street | 1,001.980 | 100% |
| London UK SW1A 1EJ | ||
| HSBC U.S. Treasury Money Market Fund Class I | ||
| Baytetra & Co | ||
| c/o State Street Bank | ||
| 1200 Crown Colony Drive | 370,928,798.570 | 54.12% |
| Quincy, MA 02169-0938 | ||
| HSBC Bank USA | 167,469,449.900 | 24.43% |
| 452 5th Ave 2nd Floor | ||
| New York, NY 10018-2333 | ||
| JPMS - Chase Processing | ||
| FBO Levi Strauss & Co | ||
| 4 Chase Metrotech Center 7th Fl | 48,908,525.800 | 7.13% |
| Brooklyn NY 11245-0003 | ||
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| HSBC U.S. Treasury Money Market Fund Class Y | ||
| HSBC Bank USA | 666,914,786.100 | 99.29% |
| 452 5th Ave 2nd Floor | ||
| New York, NY 10018-2333 | ||
| HSBC U.S. Treasury Money Market Fund | ||
| Intermediary Service Share Class | ||
| KIMC US INC | 21,018,719.740 | 99.99% |
| 1001 19th St N Ste 800 | ||
| Arlington, VA 22209-1737 | ||
| HSBC U.S. Treasury Money Market Fund | ||
| Intermediary Class | ||
| HSBC Global Asset Management Ltd | 1,001.990 | 100% |
| 78 St James Street | ||
| London UK SW1A 1EJ | ||
TAXATION
FEDERAL INCOME TAX
The following is a summary of certain U.S. federal income tax issues concerning the Funds and their shareholders. The Funds may also be subject to state, local, foreign or other taxes not discussed below. This discussion does not purport to be complete or to address all tax issues relevant to each shareholder. Prospective investors should consult their own tax advisors with regard to the federal, state, foreign and other tax consequences to them of the purchase, ownership or disposition of Fund shares. This discussion is based upon present provisions of the Code, the regulations promulgated thereunder, and judicial and administrative authorities, all of which are subject to change, which change may be retroactive.
The Funds each intend to be taxed as a regulated investment company under Subchapter M of the Code. Accordingly, each Fund must, among other things, (a) derive in each taxable year at least 90% of its gross income from dividends, interest, payments with respect to certain securities loans, and gains from the sale or other disposition of stock, securities, or foreign currencies, net income derived from an interest in a qualified publicly traded partnership, or other income derived with respect to its business of investing in such stock, securities or currencies; and (b) diversify its holdings so that, at the end of each fiscal quarter, (i) at least 50% of the value of the Funds total assets is represented by cash and cash items, U.S. Government securities, the securities of other regulated investment companies and other securities, with such other securities limited, in respect of any one issuer, to an amount not greater than 5% of the value of the Funds total assets and 10% of the outstanding voting securities of such issuer, and (ii) not more than 25% of the value of its total assets is invested in the securities of any one issuer (other than U.S. Government securities and the securities of other regulated investment companies), in two or more issuers that the Fund controls and which are engaged in the same or similar trades or businesses, or of one or more qualified publicly traded partnerships.
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As a regulated investment company, each Fund generally is not subject to U.S. federal income tax on income and gains that it distributes to shareholders, if at least 90% of the Funds investment company taxable income (which includes, among other items, dividends, interest and the excess of any net short-term capital gains over net long-term capital losses) for the taxable year is distributed (i.e., the 90% distribution requirement). The Funds intend to distribute all or substantially all of such income.
Amounts not distributed on a timely basis in accordance with a calendar year distribution requirement are subject to a nondeductible 4% excise tax. To prevent imposition of the excise tax, each Fund must generally distribute for each calendar year an amount equal to the sum of (1) at least 98% of its ordinary income (taking into account certain deferrals and elections) for the calendar year, (2) at least 98.2% of the excess of its capital gains over capital losses for the 12-month period ending October 31 of the calendar year, and (3) all such ordinary income and capital gains for previous years that were not distributed during such years.
A distribution will be treated as paid during the calendar year if it is declared by a Fund in October, November or December of that year with a record date in such month and paid by the Fund during January of the following year. Such distributions will be taxable to shareholders in the calendar year in which the distributions are declared, rather than the calendar year in which the distributions are received.
DISTRIBUTIONS IN GENERAL
Distributions of investment company taxable income generally are taxable to shareholders as ordinary income. It is not expected that such distributions will be eligible for the dividends-received deduction for corporations or for treatment as qualified dividend income for individuals.
If for any taxable year a Fund does not qualify for federal tax treatment as a regulated investment company, all of the Funds net taxable investment income would (unless certain cure provisions apply) be subject to federal and, potentially, state income tax at regular corporate rates without any deduction for distributions to its shareholders. In such event, dividend distributions (including amounts derived from interest on municipal securities) would be taxable to a Funds shareholders to the extent of the Funds current and accumulated earnings and profits.
The excess of long-term capital gains over net short-term capital losses realized, if any, distributed and properly reported by the Funds, whether received in cash or reinvested in Funds, will generally be taxable to shareholders as long-term capital gain, regardless of how long a shareholder has held Fund shares. Long-term capital gain distributions, if any, made to individuals are generally subject to a maximum federal income tax rate of 15% or 20%, depending on whether the individuals income exceeds certain threshold amounts. Distributions of any net short-term capital gains from assets held for one year or less will be taxed as ordinary income. Distributions will be subject to these capital gains rates regardless of how long a shareholder has held Fund shares. Shareholders receiving distributions in the form of additional shares will be taxed on the amount of such distribution and will have a cost basis for federal income tax purposes in each share received equal to the amount of the cash the shareholder could have received. Shareholders will be notified annually as to the federal tax status of distributions.
An additional 3.8% Medicare tax is imposed on certain net investment income (including ordinary dividends and capital gain distributions received from a Fund and net gains from redemptions or other taxable dispositions of Fund shares) of U.S. individuals, estates and trusts to the extent that such persons modified adjusted gross income (in the case of an individual) or adjusted gross income (in the case of an estate or trust) exceeds certain threshold amounts.
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SALE, EXCHANGE OR REDEMPTION OF SHARES
Upon disposition (by redemption, repurchase, sale or exchange) of Fund shares, a shareholder may realize a taxable gain or loss depending upon his basis in his shares. Realization of such a gain or loss is considered unlikely because of each Funds policy to attempt to maintain a $1.00 per share NAV. With respect to any gain or loss recognized on the sale or exchange of shares of a Fund, unless a shareholder chooses to adopt a simplified NAV method of accounting (described below), the amount of any gain or loss and the rate of tax will depend mainly upon how much the shareholder paid for the shares, how much the shareholder sells them for, and how long the shareholder held them. In this case, any gain or loss generally will be treated as short-term capital gain or loss if the shareholder held its shares as capital assets for one year or less, and long-term capital gain or loss if the shareholder held its shares as capital assets for more than one year. The maximum individual tax rate applicable to long-term capital gains is generally 15% or 20%, depending on whether the individuals income exceeds certain threshold amounts. Any loss realized on a sale or exchange of Fund shares also will be disallowed to the extent that the shares disposed of are replaced (including replacement through reinvesting of dividends and capital gain distributions in the Fund) within a period of 61 days beginning 30 days before and ending 30 days after the disposition of the shares. In such a case, the basis of the shares acquired will be adjusted to reflect the disallowed loss.
If a shareholder elects to adopt the simplified NAV method of accounting, rather than compute gain or loss on every taxable sale or other disposition of shares of a Fund as described above, the shareholder would determine gain or loss based on the change in the aggregate value of its Fund shares during a computation period (such as the shareholders taxable year), reduced by the shareholders net investment (i.e., purchases minus sales) in those Fund shares during the computation period. Under the simplified NAV method, any resulting capital gain or loss would be reportable on a net basis and would generally be treated as a short-term capital gain or loss.
ORIGINAL ISSUE DISCOUNT/MARKET DISCOUNT
Market Discount. If a Fund purchases a debt security in the secondary market at a price lower than the stated redemption price at maturity of such debt security, the excess of the stated redemption price over the purchase price is market discount. If the amount of market discount is more than a de minimis amount, a portion of such market discount must be included as ordinary income (not capital gain) by a Fund in respect of each taxable year in which the Fund owns an interest in such debt security and receives a principal payment on it. In particular, a Fund will be required to allocate that principal payment first to the portion of the market discount on the debt security that has accrued but has not previously been includable in income. In general, the amount of market discount that must be included for each period is equal to the lesser of (i) the amount of market discount accruing during such period (plus any accrued market discount for prior periods not previously taken into account) or (ii) the amount of the principal payment with respect to such period. Generally, market discount accrues on a daily basis for each day the debt security is held by a Fund, at a constant rate over the time remaining to the debt securitys maturity or, at the election of the Fund, at a constant yield to maturity, which takes into account the semi-annual compounding of interest. Gain realized on the disposition of a market discount obligation must be recognized as ordinary interest income (not capital gain) to the extent of the accrued market discount not previously taken into account.
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Original Issue Discount. Certain debt securities acquired by a Fund may be treated as debt securities that were originally issued at a discount. Very generally, original issue discount is defined as the difference between the price at which a security was issued and its stated redemption price at maturity. Although a Fund receives no actual cash income from such a discount, original issue discount that accrues on debt securities in a given year generally are treated for federal income tax purposes as interest and, therefore, such income would be subject to the distribution requirements applicable to regulated investment companies. Some debt securities may be purchased by a Fund at a discount that exceeds the original issue discount on such debt securities, if any. This additional discount generally represents market discount for federal income tax purposes (see above).
BACKUP WITHHOLDING
The Trust will be required to report to the Internal Revenue Service (the IRS) all distributions by the Funds except in the case of certain exempt shareholders. All such distributions generally will be subject to withholding of federal income tax at a rate of 28% (backup withholding) in the case of nonexempt shareholders if (1) the shareholder fails to furnish the Funds with and to certify the shareholders correct taxpayer identification number or social security number, (2) the IRS notifies the shareholder or the Funds that the shareholder has failed to report properly certain interest and dividend income to the IRS and to respond to notices to that effect, or (3) when required to do so, the shareholder fails to certify that he is not subject to backup withholding. If the withholding provisions are applicable, any such distributions whether reinvested in additional shares or taken in cash, will be reduced by the amounts required to be withheld. Any amounts withheld may be credited against the shareholders federal income tax liability. Investors may wish to consult their tax advisors about the applicability of the backup withholding provisions.
OTHER TAXATION
Distributions may be subject to additional state and local taxes, depending on each shareholders particular situation.
FOREIGN SHAREHOLDERS
Taxation of a shareholder who, as to the United States, is a nonresident alien individual, foreign trust or estate, or foreign corporation ("foreign shareholder"), depends on whether the income from a Fund is "effectively connected" with a U.S. trade or business carried on by such shareholder. If the income from a Fund is not effectively connected with a U.S. trade or business carried on by a foreign shareholder, ordinary income dividends (including distributions of any net short-term capital gains) will generally be subject to U.S. withholding tax at the rate of 30% (or lower treaty rate) upon the gross amount of the dividend. Note that the preferential rate of tax applicable to qualified dividend income (discussed above) does not apply to dividends paid to foreign shareholders. Such a foreign shareholder would generally be exempt from U.S. federal income tax on gains realized on the sale of shares of a Fund, and distributions of net long-term capital gains that are designated as capital gain dividends. If the income from a Fund is effectively connected with a U.S. trade or business carried on by a foreign shareholder, then ordinary income dividends, capital gain dividends and any gains realized upon the sale of shares of a Fund will be subject to U.S. federal income tax at the rates applicable to U.S. citizens or domestic corporations. If the Fund elects to report distributions of U.S. source interest and short-term capital gains, such distributions may be paid to foreign shareholders free of withholding. However, depending on the circumstances, the Fund may designate all, some or none of the Funds potentially eligible dividends as eligible for this exemption, and a portion of the Fund's distributions (e.g. interest from non-U.S. sources or any foreign currency gains) would be ineligible for this potential exemption from withholding.
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The tax consequences to a foreign shareholder entitled to claim the benefits of an applicable tax treaty may be different from those described herein. Foreign shareholders are urged to consult their own tax advisers with respect to the particular tax consequences to them of an investment in the Funds, including the applicability of the U.S. estate tax and foreign taxes.
The Funds are required to withhold U.S. tax (at a 30% rate) on payments of taxable dividends and (effective January 1, 2019) redemption proceeds and certain capital gain dividends made to certain non-U.S. entities that fail to comply (or be deemed compliant) with extensive new reporting and withholding requirements designed to inform the U.S. Department of the Treasury of U.S.-owned foreign investment accounts. Shareholders may be requested to provide additional information to the Funds to enable the Funds to determine whether withholding is required.
OTHER INFORMATION
CAPITALIZATION
The Trust is an open-end, management investment company formed as a statutory trust under the laws of the State of Delaware on March 2, 2016. The Funds were previously series of HSBC Funds, a different legal entity organized as a Massachusetts business trust (the Predecessor Trust). In 2016, at a special meeting of shareholders, the shareholders of each series of the Predecessor Trust (the Predecessor Funds) approved the reorganization of the Predecessor Funds with and into corresponding shell series of the Trust. The shell series of the Trust succeeded to the accounting and performance histories of the Predecessor Funds. Any historical information provided for a Fund that relates to periods prior to June 24, 2016 is that of the corresponding Predecessor Fund.
The Predecessor Trust was a Massachusetts business trust established under a Declaration of Trust dated April 22, 1987, as a successor to two previously-existing Massachusetts business trusts, Fund Trust Tax-Free Trust (organized on July 30, 1986) and Fund Vest (organized on July 17, 1984, and since renamed Fund Source). Prior to October 3, 1994, the name of the Predecessor Trust was Fund Trust. Prior to April 12, 2001, the name of the Predecessor Trust was Republic Funds. Prior to February 28, 2012, the name of the Predecessor Trust was HSBC Investor Funds.
The capitalization of the Trust consists solely of an unlimited number of shares of beneficial interest with a par value of $0.001 each. The Board of Trustees may establish additional series (with different investment objectives and fundamental policies) and classes of shares within each series at any time in the future. Establishment and offering of additional classes or series will not alter the rights of the Funds shareholders.
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Trustees has appointed PricewaterhouseCoopers LLP (PwC) as the independent registered public accounting firm of the Trust. PwC audits the Trusts annual financial statements and prepares the Trusts income tax returns. PwCs address is 300 Madison Ave, New York, NY 10017.
COUNSEL
Dechert LLP, 1900 K Street, N.W., Washington, D.C. 20006, advises on certain legal matters in connection with the shares of the Funds offered by the Trust, and also acts as counsel to the Trust. Stradley Ronon Stevens & Young, LLP, 1250 Connecticut Avenue, N.W. Suite 500, Washington, DC 20036, acts as counsel to the Independent Trustees of the Trust.
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CODE OF ETHICS
The Trust, the Adviser and Citi each has adopted a code of ethics, as required by applicable law, including Rule 17j-1 under the 1940 Act, which is designed to prevent affiliated persons of the Trust, the Adviser and Citi from engaging in deceptive, manipulative, or fraudulent activities in connection with securities held or to be acquired by the Funds (which may also be held by persons subject to a code). Such persons are prohibited from effecting certain transactions, allowed to effect certain exempt transactions, required to preclear certain transactions and to report certain transactions on a regular basis.
REGISTRATION STATEMENT
This SAI and the Prospectus do not contain all the information included in the Trusts registration statement filed with the SEC under the 1933 Act with respect to shares of the Funds; certain portions of which have been omitted pursuant to the rules and regulations of the SEC. The registration statement, including the exhibits filed therewith, may be examined at the office of the SEC in Washington, D.C. or on the SECs website at http://www.sec.gov.
Statements contained herein and in the Prospectus as to the contents of any contract or other document referred to are not necessarily complete, and, in each instance, reference is made to the copy of such contract or other document which was filed as an exhibit to the registration statement, each such statement being qualified in all respects by such reference.
FINANCIAL STATEMENTS
The Funds current audited financial statements dated October 31, 2016 have been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as indicated in its report with respect thereto, and are incorporated herein by reference from the Annual Report of the Funds dated October 31, 2016 as filed with the SEC. Copies of the report will be provided without charge to each person receiving this SAI.
SHAREHOLDER INQUIRIES
All shareholder inquiries should be directed to the Trust, P.O. Box 8106, Boston, MA 02266-8106.
GENERAL AND ACCOUNT INFORMATION: (800) 782-8183 (TOLL FREE)
58
APPENDIX A
DESCRIPTION OF SECURITY RATINGS
STANDARD & POORS
Long-Term Issue Credit Ratings
Issue credit ratings are based, in varying degrees, on Standard & Poor's analysis of the following considerations:
| ● |
Likelihood of payment capacity and willingness of the obligor to meet its financial commitment on an obligation in accordance with the terms of the obligation; |
| ● |
Nature of and provisions of the obligation; |
| ● |
Protection afforded by, and relative position of, the obligation in the event of bankruptcy, reorganization, or other arrangement under the laws of bankruptcy and other laws affecting creditors rights. |
Issue ratings are an assessment of default risk, but may incorporate an assessment of relative seniority or ultimate recovery in the event of default. Junior obligations are typically rated lower than senior obligations, to reflect the lower priority in bankruptcy, as noted above. (Such differentiation may apply when an entity has both senior and subordinated obligations, secured and unsecured obligations, or operating company and holding company obligations.)
AAA An obligation rated AAA has the highest rating assigned by Standard & Poors. The obligors capacity to meet its financial commitment on the obligation is extremely strong.
AA An obligation rated AA differs from the highest-rated obligations only to a small degree. The obligors capacity to meet its financial commitment on the obligation is very strong.
A An obligation rated A is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligations in higher-rated categories. However, the obligors capacity to meet its financial commitment on the obligation is still strong.
BBB An obligation rated BBB exhibits adequate protection parameters. However, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity of the obligor to meet its financial commitment on the obligation.
BB, B, CCC, CC, and C Obligations rated 'BB', 'B', 'CCC', 'CC', and 'C' are regarded as having significant speculative characteristics. 'BB' indicates the least degree of speculation and 'C' the highest. While such obligations will likely have some quality and protective characteristics, these may be outweighed by large uncertainties or major exposures to adverse conditions.
BB An obligation rated 'BB' is less vulnerable to nonpayment than other speculative issues. However, it faces major ongoing uncertainties or exposure to adverse business, financial, or economic conditions which could lead to the obligor's inadequate capacity to meet its financial commitment on the obligation.
A-1
B An obligation rated 'B' is more vulnerable to nonpayment than obligations rated 'BB', but the obligor currently has the capacity to meet its financial commitment on the obligation. Adverse business, financial, or economic conditions will likely impair the obligor's capacity or willingness to meet its financial commitment on the obligation.
CCC An obligation rated 'CCC' is currently vulnerable to nonpayment, and is dependent upon favorable business, financial, and economic conditions for the obligor to meet its financial commitment on the obligation. In the event of adverse business, financial, or economic conditions, the obligor is not likely to have the capacity to meet its financial commitment on the obligation.
CC An obligation rated CC is currently highly vulnerable to nonpayment.
C A 'C' rating is assigned to obligations that are currently highly vulnerable to nonpayment, obligations that have payment arrearages allowed by the terms of the documents, or obligations of an issuer that is the subject of a bankruptcy petition or similar action which have not experienced a payment default. Among others, the 'C' rating may be assigned to subordinated debt, preferred stock or other obligations on which cash payments have been suspended in accordance with the instrument's terms or when preferred stock is the subject of a distressed exchange offer, whereby some or all of the issue is either repurchased for an amount of cash or replaced by other instruments having a total value that is less than par.
D An obligation rated 'D' is in payment default. The 'D' rating category is used when payments on an obligation, including a regulatory capital instrument, are not made on the date due even if the applicable grace period has not expired, unless Standard & Poor's believes that such payments will be made during such grace period. The 'D' rating also will be used upon the filing of a bankruptcy petition or the taking of similar action if payments on an obligation are jeopardized. An obligation's rating is lowered to 'D' upon completion of a distressed exchange offer, whereby some or all of the issue is either repurchased for an amount of cash or replaced by other instruments having a total value that is less than par.
Plus (+) or Minus (-) The ratings from AA to CCC may be modified by the addition of a plus (+) or minus (-) sign to show relative standing within the major rating categories.
NR This indicates that no rating has been requested, that there is insufficient information on which to base a rating, or that Standard & Poor's does not rate a particular obligation as a matter of policy.
Municipal Short-Term Note Ratings
A Standard & Poor's U.S. municipal note rating reflects Standard & Poor's opinion about the liquidity factors and market access risks unique to the notes. Notes due in three years or less will likely receive a note rating. Notes with an original maturity of more than three years will most likely receive a long-term debt rating. In determining which type of rating, if any, to assign, Standard & Poor's analysis will review the following considerations:
| ● |
Amortization schedule the larger the final maturity relative to other maturities, the more likely it will be treated as a note; and |
| ● |
Source of payment the more dependent the issue is on the market for its refinancing, the more likely it will be treated as a note. |
A-2
Note rating symbols are as follows:
SP-1 Strong capacity to pay principal and interest. An issue determined to possess a very strong capacity to pay debt service is given a plus (+) designation.
SP-2 Satisfactory capacity to pay principal and interest, with some vulnerability to adverse financial and economic changes over the term of the notes.
SP-3 Speculative capacity to pay principal and interest.
Short-Term Issue Credit Ratings
A-1 A short-term obligation rated 'A-1' is rated in the highest category by Standard & Poor's. The obligor's capacity to meet its financial commitment on the obligation is strong. Within this category, certain obligations are designated with a plus sign (+). This indicates that the obligor's capacity to meet its financial commitment on these obligations is extremely strong.
A-2 A short-term obligation rated 'A-2' is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligations in higher rating categories. However, the obligor's capacity to meet its financial commitment on the obligation is satisfactory.
A-3 A short-term obligation rated 'A-3' exhibits adequate protection parameters. However, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity of the obligor to meet its financial commitment on the obligation.
Variable Rate Demand Obligations:
Standard & Poor's assigns "dual" ratings to all debt issues that have a put option or demand feature as part of their structure. The first rating addresses the likelihood of repayment of principal and interest as due, and the second rating addresses only the demand feature. The long-term rating symbols are used for bonds to denote the long-term maturity and the short-term rating symbols for the put option (for example, 'AAA/A-1+'). With U.S. municipal short-term demand debt, note rating symbols are used with the short-term issue credit rating symbols (for example, 'SP-1+/A-1+').
MOODYS INVESTORS SERVICE (Moodys)
Long-Term Obligation Ratings
Moodys long-term ratings are opinions of the relative credit risk of financial obligations with an original maturity of one year or more. They address the possibility that a financial obligation will not be honored as promised. Such ratings use Moodys Global Scale and reflect both the likelihood of default and any financial loss suffered in the event of default.
Aaa Obligations rated Aaa are judged to be of the highest quality, with minimal credit risk.
Aa Obligations rated Aa are judged to be of high quality and are subject to very low credit risk.
A Obligations rated A are considered upper-medium grade and are subject to low credit risk.
Baa Obligations rated Baa are subject to moderate credit risk. They are considered medium grade and as such may possess certain speculative characteristics.
A-3
Ba Obligations rated Ba are judged to have speculative elements and are subject to substantial credit risk.
B Obligations rated B are considered speculative and are subject to high credit risk.
Caa Obligations rated Caa are judged to be of poor standing and are subject to very high credit risk.
Ca Obligations rated Ca are highly speculative and are likely in, or very near, default, with some prospect of recovery of principal and interest.
C Obligations rated C are the lowest rated class and are typically in default, with little prospect for recovery of principal or interest.
Note Moodys appends numerical modifiers 1, 2, and 3 to each generic rating classification from Aa through Caa. The modifier 1 indicates that the obligation ranks in the higher end of its generic rating category; the modifier 2 indicates a mid-range ranking; and the modifier 3 indicates a ranking in the lower end of that generic rating category.
U.S. Municipal Short Term Obligation Ratings
MIG 1 This designation denotes superior credit quality. Excellent protection is afforded by established cash flows, highly reliable liquidity support, or demonstrated broad-based access to the market for refinancing.
MIG 2 This designation denotes strong credit quality. Margins of protection are ample, although not as large as in the preceding group.
MIG 3 This designation denotes acceptable credit quality. Liquidity and cash-flow protection may be narrow, and market access for refinancing is likely to be less well-established.
SG This designation denotes speculative-grade credit quality. Debt instruments in this category may lack sufficient margins of protection.
Demand Obligation Ratings
In the case of variable rate demand obligations (VRDOs), a two-component rating is assigned; a long or short-term debt rating and a demand obligation rating. The first element represents Moodys evaluation of the degree of risk associated with scheduled principal and interest payments. The second element represents Moodys evaluation of the degree of risk associated with the ability to receive purchase price upon demand (demand feature), using a variation of the MIG rating scale, the Variable Municipal Investment Grade or VMIG rating.
When either the long- or short-term aspect of a VRDO is not rated, that piece is designated NR, e.g., Aaa/NR or NR/VMIG 1.
VMIG rating expirations are a function of each issues specific structural or credit features.
VMIG 1 This designation denotes superior credit quality. Excellent protection is afforded by the superior short-term credit strength of the liquidity provider and structural and legal protections that ensure the timely payment of purchase price upon demand.
A-4
VMIG 2 This designation denotes strong credit quality. Good protection is afforded by the strong short-term credit strength of the liquidity provider and structural and legal protections that ensure the timely payment of purchase price upon demand.
VMIG 3 This designation denotes acceptable credit quality. Adequate protection is afforded by the satisfactory short-term credit strength of the liquidity provider and structural and legal protections that ensure the timely payment of purchase price upon demand.
SG This designation denotes speculative-grade credit quality. Demand features rated in this category may be supported by a liquidity provider that does not have an investment grade short-term rating or may lack the structural and/or legal protections necessary to ensure the timely payment of purchase price upon demand.
Short-Term Obligation Ratings
Moodys short-term ratings are opinions of the ability of issuers to honor short-term financial obligations. Ratings may be assigned to issuers, short-term programs or to individual short-term debt instruments. Such obligations generally have an original maturity not exceeding thirteen months, unless explicitly noted.
Moodys employs the following designations to indicate the relative repayment ability of rated issuers:
P-1 Issuers (or supporting institutions) rated Prime-1 have a superior ability to repay short-term debt obligations.
P-2 Issuers (or supporting institutions) rated Prime-2 have a strong ability to repay short-term debt obligations.
P-3 Issuers (or supporting institutions) rated Prime-3 have an acceptable ability to repay short term obligations.
NP Issuers (or supporting institutions) rated Not Prime do not fall within any of the Prime rating categories.
Note: Canadian issuers rated P-1 or P-2 have their short-term ratings enhanced by the senior-most long-term rating of the issuer, its guarantor or support-provider.
FITCH, INC. (Fitch Ratings)
Corporate Finance Obligations Long-Term Rating Scales
Ratings of individual securities or financial obligations of a corporate issuer address relative vulnerability to default on an ordinal scale. In addition, for financial obligations in corporate finance, a measure of recovery given default on that liability is also included in the rating assessment. This notably applies to covered bonds ratings, which incorporate both an indication of the probability of default and of the recovery given a default of this debt instrument.
The relationship between issuer scale and obligation scale assumes an historical average recovery of between 30%50% on the senior, unsecured obligations of an issuer. As a result, individual obligations of entities, such as corporations, are assigned ratings higher, lower, or the same as that entity's issuer rating or Issuer Default Rating (IDR).
A-5
AAA Highest credit quality. `AAA denotes the lowest expectation of credit risk. They are assigned only in cases of exceptionally strong capacity for timely payment of financial commitments. This capacity is highly unlikely to be adversely affected by foreseeable events.
AA Very high credit quality. `AA ratings denote expectations of very low credit risk. They indicate very strong capacity for payment of financial commitments. This capacity is not significantly vulnerable to foreseeable events.
A High credit quality. 'A' ratings denote expectations of low credit risk. The capacity for payment of financial commitments is considered strong. This capacity may, nevertheless, be more vulnerable to adverse business or economic conditions than is the case for higher ratings.
BBB Good credit quality. 'BBB' ratings indicate that expectations of credit risk are currently low. The capacity for payment of financial commitments is considered adequate but adverse business or economic conditions are more likely to impair this capacity.
BB Speculative. 'BB' ratings indicate an elevated vulnerability to credit risk, particularly in the event of adverse changes in business or economic conditions over time; however, business or financial alternatives may be available to allow financial commitments to be met.
B Highly speculative. B ratings indicate that material credit risk is present.
CCC Substantial credit risk. CCC ratings indicate that substantial credit risk is present.
CC Very high levels of credit risk. CC ratings indicate very high levels of credit risk.
C Exceptionally high levels of credit risk. C indicates exceptionally high levels of credit risk.
Defaulted obligations typically are not assigned 'D' ratings, but are instead rated in the 'B' to 'C' rating categories, depending upon their recovery prospects and other relevant characteristics. This approach better aligns obligations that have comparable overall expected loss but varying vulnerability to default and loss.
Notes: The modifiers "+" or "-" may be appended to a rating to denote relative status within major rating categories. Such suffixes are not added to the 'AAA' obligation rating category, or to corporate finance obligation ratings in the categories below 'B'.
The subscript 'emr' is appended to a rating to denote embedded market risk which is beyond the scope of the rating. The designation is intended to make clear that the rating solely addresses the counterparty risk of the issuing bank. It is not meant to indicate any limitation in the analysis of the counterparty risk, which in all other respects follows published Fitch criteria for analyzing the issuing financial institution. Fitch does not rate these instruments where the principal is to any degree subject to market risk.
Short-Term Ratings Assigned to Obligations in Corporate, Public and Structured Finance
A short-term issuer or obligation rating is based in all cases on the short-term vulnerability to default of the rated entity or security stream and relates to the capacity to meet financial obligations in accordance with the documentation governing the relevant obligation. Short-Term Ratings are assigned to obligations whose initial maturity is viewed as "short term" based on market convention. Typically, this means up to 13 months for corporate, sovereign, and structured obligations, and up to 36 months for obligations in U.S. public finance markets.
A-6
F-1 Highest short-term credit quality. Indicates the strongest intrinsic capacity for timely payment of financial commitments; may have an added "+" to denote any exceptionally strong credit feature.
F-2 Good short-term credit quality. Good intrinsic capacity for timely payment of financial commitments.
F-3 Fair short-term credit quality. The intrinsic capacity for timely payment of financial commitments is adequate.
B Speculative short-term credit quality. Minimal capacity for timely payment of financial commitments, plus heightened vulnerability to near term adverse changes in financial and economic conditions.
C High short-term default risk. Default is a real possibility.
RD Restricted default. Indicates an entity that has defaulted on one or more of its financial commitments, although it continues to meet other financial obligations. Applicable to entity ratings only.
D Default. Indicates a broad-based default event for an entity, or the default of a short-term obligation.
A-7
APPENDIX B
HSBC FUNDS PROXY VOTING POLICY
The Trust delegates the authority to vote proxies related to portfolio securities of each series (the Funds) of the Trust to HSBC Global Asset Management (USA) Inc. (HSBC), which in turn delegates proxy voting authority for some Funds of the Trust to a Subadviser retained to provide day-to-day portfolio management for that Fund. The Board of Trustees (the Board) adopts the proxy voting policies and procedures of HSBC and the Subadvisers as the proxy voting policies and procedures that will be used by each of these respective entities when exercising voting authority on behalf of each Fund. These policies and procedures are attached hereto.
There may be circumstances, notably in non-U.S. jurisdictions, where HSBC or the Sub-Adviser refrains from voting proxies when the cost of voting the proxies exceeds the benefits expected to the Funds or when voting is subject to restrictions and limitations that impede or make impractical the exercise of shareholder rights (such as when voting would restrict the Funds rights to trade the securities, non-public information about Fund holdings is requested to vote proxies, or local laws restrict voting by non-local shareholders).
The Board will provide the Trusts consent to vote in matters where HSBC or a Subadviser seeks such consent because of a conflict of interest that arises in connection with a particular vote, or for other reasons.
B-1
APPENDIX C
PROXY VOTING POLICY AND PROCEDURES HSBC GLOBAL ASSET
MANAGEMENT (USA) INC.
Regulatory Compliance
FINAL
Version 2.0
Last Reviewed Date
November 2015

INTERNAL - No part of this publication may be reproduced, stored in a retrieval system, or transmitted, on any form or by any means, electronic, mechanical, photocopying, recording, or otherwise, without the prior written permission HSBC North America.
Effective Date: November 1, 2015
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| HSBC Global Asset Management (USA) Inc. Regulatory Compliance | Version 2.0 |
| Proxy Voting Policy and Procedures | November 2015 |
Table of Contents
| Section 1: Introduction | 3 |
| 1.1 Purpose and Scope | 3 |
| 1.2 Definitions and Abbreviations | 3 |
| 1.3 Roles and Responsibilities Areas Impacted | 4 |
| 1.4 Retention and Change Management | 4 |
| 1.5 Reporting | 4 |
| 1.6 Dispensation | 4 |
| 1.7 Governing Documents | 5 |
| Section 2: Standards and Procedures | 6 |
| 2.1 Proxy Voting by Channel | 6 |
| 2.2 Oversight of Third Party Proxy Voting Services | 7 |
| 2.3 Oversight of AMUS Proxy Voting activities, policies, and procedures | 7 |
| 2.4 Availability of Policies and Procedures | 7 |
| 2.5 Disclosure of Votes | 7 |
| 2.6 Record Keeping | 8 |
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Section 1: Introduction
Individuals and institutions that hold stock on behalf of others have a fiduciary responsibility to act in the interest of those beneficiaries. The basic fiduciary duties are loyalty and care. Under common law, the duty of loyalty means that proxy voting should be based exclusively on what the fiduciary believes to be in the best interest of the beneficiary while the duty of care means that the fiduciary must carefully analyze the implications of proxy proposals before voting.
The natures of the proposals that are voted upon have changed in recent years. Often we must vote on anti-takeover provisions that can have implications on future stock returns. Provisions such as those which restrict the right for shareholders to call a special meeting, reincorporation, dual voting classes of shares and supermajority voting requirements can be harmful to shareholders according to many studies.
Although the natures of the proposals have changed, our role as fiduciary has not; as fiduciary, we continue to vote in a way that solely benefits our advised funds.
AMUS has adopted and implemented policies and procedures that we believe are reasonably designed to ensure that proxies are voted in the best interest of clients, in accordance with our fiduciary duties and SEC Rule 204(4)-6 under the Investment Advisers Act of 1940. Our authority to vote the proxies of our clients is established by our advisory contracts or comparable documents, and our proxy voting guidelines have been tailored to reflect these specific contractual obligations. AMUS has established a Proxy Committee to review proxy voting guidelines being applied are in line with Group Standards, as well as to review all applicable policies, processes and procedures, voting practices, adequacy of records, and the general use of third party proxy voting service providers at least annually.
1.1 Purpose and Scope
The AMUS has adopted and implemented the AMUS Proxy Voting Policy and Procedures (the Proxy Voting Procedures) that we believe are reasonably designed to ensure that proxies are voted in the best interest of clients, in accordance with our fiduciary duties and SEC Rule 204(4)-6 under the Investment Advisers Act of 1940. Our authority to vote the proxies of our clients is established by our advisory contracts or comparable documents, and our proxy voting guidelines have been tailored to reflect these specific contractual obligations.
1.2 Definitions and Abbreviations
| ● |
AMUS HSBC Asset Management (USA)
Inc. |
| ● |
BRCM Business Risk and Control
Management |
| ● |
RCO Regulatory Compliance
Officer |
| ● |
MPA Managed Portfolio
Account |
| ● |
SMA Separately Managed
Account |
| ● |
UMA Unified Managed
Account |
| ● |
WPM Wealth Portfolio Management |
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1.3 Roles and Responsibilities Areas Impacted
The names and/or departments listed in the following table all have some responsibility related to this procedure. Whenever this procedure is changed, these names and departments need to be informed.
| Name or Position | Department |
| CCO | AMUS Compliance |
| RCOs | AMUS Compliance |
| AMUS Product | |
| Wealth Portfolio Management | |
| AMUS Client Services |
1.4 Retention and Change Management
AMUS Compliance is responsible for maintaining version series, requests for changes, other supporting documentation, and approvals of this procedure.
The owner of this procedure is responsible for the retention of this version for a period of seven years from cancellation or revision as outlined in the Group Standards Manual.
1.5 Reporting
The Proxy Voting Procedures will be part of a comprehensive list of all approved AMUS Compliance procedures. This list will be submitted to the US North America Risk BRCM on a periodic basis, as defined by the BRCM.
1.6 Dispensation
This Proxy Voting Procedure is under the authority of AMUS Compliance. Management expects all applicable business teams, lines and functions to comply with it. If a business team, line or function should wish to seek an exception from Proxy Voting Procedures, the business Executive Owner (GCB 3 or higher) shall formally request a dispensation. The AMUS Compliance department shall review and grant any dispensations, if warranted.
A formal action and monitoring plan must be in place to support resolution within the six-month time frame.
Requests for dispensation where compliance is expected to exceed six months shall be granted for no longer than one year from the date of approval, Dispensation requests must be supported with action plans that will get the exception item into compliance within the one-year time frame. The business executive approving the dispensation must acknowledge and accept the risk it poses to his/her business and to HSBC.
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1.7 Governing Documents
The following documents provide guidance or detail requirements related to this procedure. This procedure adheres to all the pertinent specifics outlined in these documents.
| GOVERNING DOCUMENTS | |||
| Title | Section / Ref # | Description | Location |
| 04-2015 Proxy Committee Terms of Reference April 2015 FINAL | Outlines the terms under which the Proxy Committee meets and oversees proxy voting | T:\Special\AMUS\Compliance\Proxy Voting\2015\F. Proxy Committee and other meeting materials\Proxy Committee TOR | |
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Section 2: Standards and Procedures
Third party voting services vote proxies based on HSBC Global Asset Management Proxy Voting Guidelines (the Proxy Guidelines). However, certain accounts may warrant specialized treatment in voting proxies. Contractual stipulations and individual client direction will dictate how voting will be done in these cases.
2.1 Proxy Voting by Channel
| A. | Spectrum: | |
Spectrum is a mutual fund wrap program that includes ETFs. As stated in the client agreement, proxies are voted by clients | ||
| 1. | ERISA Accounts | |
Responsibilities for voting ERISA accounts include: the duty of loyalty, prudence, compliance with the plan, as well as a duty to avoid prohibited transactions. | ||
| B. | Managed Portfolio Accounts (MPAs) | |
| 1. | Unified Managed Accounts (UMAs) | |
|
UMA accounts are multi-sleeve managed by the Private Bank. Third party managers provide model portfolios to the Private Bank for implementation as Overlay manager. Mutual funds may be used as fulfilment options if a third party manager is not available in certain strategies. | ||
|
In UMA accounts, where AMUS is acting as overlay manager, AMUS will vote the proxies through a third party voting service on the clients behalf. Pursuant to the MPA client agreement, AMUS will not vote proxies in respect of pooled investment vehicles advised or administered by AMUS or its affiliates. | ||
|
The UMA account information is submitted to the third party voting service by Pershing. The third party voting service votes all proxies on UMA accounts unless there is a conflict of interest or need for clarification due to options available based on HSBC policy. If there is a conflict or need for clarification and the third party voting service cant vote a proxy for MPA or any other product (e.g. World Selection Funds), AMUS Compliance or AMUS Product will request WPM to review and determine how to vote on the proxy. WPM will utilize any research provided by the third party voting service in rendering its decision. AMUS Compliance and AMUS Product will be notified of WPMs decision. AMUS Compliance will submit the proxy vote to the third party voting service. For instance, there may be a standard type of vote according to HSBC policy that is not available on a proxy. ISS will contact HSBC for a decision on the vote. | ||
| 2. | Separately Managed Accounts (SMAs) | |
Pursuant to the MPA, SMA and UMA client agreements, AMUS is authorized to vote proxies for the securities held in MPA client accounts. AMUS has delegated this authority to the MPA third party managers in SMA accounts. | ||
| C. |
Segregated Mandates | |
|
Segregated mandates are institutional accounts invested in a specific strategy managed by HSBC. | ||
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| D. | HSBC Funds | |
|
HSBC Funds are governed by the funds proxy policy which is provided to ISS. The underlying securities are voted by ISS. The sub-advised fund (HSBC Growth Fund and HSBC Opportunity Fund, are voted by the sub-adviser, Winslow and Westfield respectively. | ||
|
Proxies will be voted in accordance with the requirements of the Securities Act of 1933, the Securities Exchange Act of 1934, and the Investment Company Act of 1940. Proxies of portfolio companies voted will be subject to any applicable investment restrictions of the fund and voted in accordance with any resolutions or other instructions approved by authorized persons of the fund. | ||
2.2 Oversight of Third Party Proxy Voting Services
Not less than annually, AMUS Compliance will confirm the engagement of any third party proxy voting service providers for the voting of proxies in accordance with their respective guidelines. The Proxy Voting Committee (the Committee) will provide ongoing oversight of the approved third party proxy voting service providers. AMUS Compliance, with oversight from the Committee, will request and review any conflicts of interest policies from third party service(s) for reasonableness.
2.3 Oversight of AMUS Proxy Voting activities, policies, and procedures
Not less than annually, WPM with support from AMUS Compliance will provide the Committee with appropriate metrics on voting activity, including voting where potential or perceived conflict(s) of interest were identified. These metrics should be organized by channel, as referenced in section 2.1 of this procedure.
In addition, AMUS Compliance will verify updates made to the Proxy Guidelines, if any, and will also review and update these Proxy Voting Procedures appropriately. Updated Proxy Guidelines should be distributed to the third party proxy voting service(s) accordingly.
These Proxy Voting Procedures, voting metrics, and any additional materials specified by the Committee, must be presented to the Committee for review and approval.
2.4 Availability of Policies and Procedures
AMUS provides its clients with a copy of its Proxy Voting Policy and Procedures upon request, with the provision that these policies and procedures may be updated from time to time. In addition, clients may request at any time a copy of the firms voting records for their respective account(s) by making a formal request to AMUS. AMUS will make the information available within a reasonable time and in a manner appropriate to the nature of the advisory business.
2.5 Disclosure of Votes
AMUS will send a written report upon a clients request that will disclose how the clients proxy was voted. Reports will be available for securities voted.
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2.6 Record Keeping
AMUS will designate one person, the AMUS CCO or designee, who will not be the same person as the person who decides how proxies are voted, who will be responsible for record-keeping requirements. AMUS will maintain records of proxies voted pursuant to Section 204-2 of the Advisers Act. Such records will include:
| (a) | a copy of its policies and procedures; | |
| (b) | proxy statements received regarding client securities; | |
| (c) | a record of each vote cast; | |
| (d) | a copy of any document created by the adviser that was material to making a decision how to vote proxies on behalf of a client or that memorializes the basis for that decision; and | |
| (e) | each written request for proxy voting records | |
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PART C
Other Information
ITEM 28. EXHIBITS
| (a) | Agreement and Declaration of Trust dated March 10, 2016. (1) | |||
| (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 Prime Money Market Fund. (1) | |||
| (1)(iii) | Investment Advisory Contract Supplement, dated June 24, 2016, regarding HSBC U.S. Treasury Money Market Fund. (1) | |||
| (1)(iv) | Investment Advisory Contract Supplement, dated June 24, 2016, regarding HSBC Emerging Markets Debt Fund. (1) | |||
| (1)(v) | Investment Advisory Contract Supplement, dated June 24, 2016, regarding HSBC Emerging Markets Local Debt Fund. (1) | |||
| (1)(vi) | Investment Advisory Contract Supplement, dated June 24, 2016, regarding HSBC Frontier Markets Fund. (1) | |||
| (1)(vii) | Investment Advisory Contract Supplements, dated June 24, 2016, regarding Aggressive Strategy Fund and Conservative Strategy Fund. (1) | |||
| (1)(viii) | Investment Advisory Contract Supplements, dated June 24, 2016, regarding Moderate Strategy Fund and Balanced Strategy Fund. (1) | |||
| (1)(ix) | Investment Advisory Contract Supplement, dated June 24, 2016, regarding HSBC Total Return Fund. (1) | |||
| (1)(x) | Investment Advisory Contract Supplement, dated June 24, 2016, regarding HSBC Income Strategy Fund. (1) | |||
| (1)(xi) | Investment Advisory Contract Supplement, dated June 24, 2016, regarding HSBC Asia ex-Japan Smaller Companies Equity Fund. (1) | |||
| (1)(xii) | Investment Advisory Contract Supplement, dated June 24, 2016, regarding HSBC Global High Yield Bond Fund. (1) | |||
| (1)(xiii) | Investment Advisory Contract Supplement, dated June 24, 2016, regarding HSBC Global High Income Bond Fund. (1) | |||
| (1)(xiv) | Investment Advisory Contract Supplement, dated June 24, 2016, regarding HSBC Economic Scale Index Emerging Markets Equity Fund. (1) | |||
| (1)(xv) | Investment Advisory Contract Supplement, dated June 24, 2016, regarding HSBC Global Equity Volatility Focused Fund. (1) | |||
| (1)(xvi) | Investment Advisory Contract Supplement, dated June 24, 2016, regarding HSBC Euro High Yield Bond Fund (USD Hedged). (1) | |||
| (1)(xvii) | Investment Advisory Contract Supplement, dated June 24, 2016, regarding HSBC U.S. Government Money Market Fund. (1) | |||
| (1)(xviii) | Investment Advisory Contract Supplement, dated June 24, 2016, regarding HSBC Prime 60 Money Market Fund. (1) | |||
| (1)(xix) | 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) | Sub-Advisory Agreement, dated June 24, 2016, between HSBC Global Asset Management (USA) Inc. and HSBC Global Asset Management (Hong Kong) Limited, regarding HSBC Asia ex-Japan Smaller Companies Equity Fund. (1) | |||
| (5) | Sub-Advisory Agreement, dated June 24, 2016, between HSBC Global Asset Management (USA) Inc. and HSBC Global Asset Management (France), regarding HSBC Global High Yield Bond Fund and HSBC Global High Income Bond Fund. (11) |
| (6) | Sub-Advisory Agreement, dated June 24, 2016, between HSBC Global Asset Management (USA) Inc. and HSBC Global Asset Management (UK) Limited, regarding HSBC Global High Income Bond Fund. (12) | |||
| (7) | Sub-Advisory Agreement, dated June 24, 2016, between HSBC Global Asset Management (USA) Inc. and HSBC Global Asset Management (UK) Limited, regarding HSBC Economic Scale Index Emerging Markets Equity Fund. (13) | |||
| (8) | Sub-Advisory Agreement, dated June 24, 2016, between HSBC Global Asset Management (USA) Inc. and HSBC Global Asset Management (UK) Limited, regarding HSBC Global Equity Volatility Focused Fund. (11) | |||
| (9) | Sub-Advisory Agreement, dated June 24, 2016, between HSBC Global Asset Management (USA) Inc. and HSBC Global Asset Management (France), regarding HSBC Euro High Yield Bond Fund (USD Hedged). (11) | |||
| (e) | (1) | Form of Selling Agreement. (1) | ||
| (2) | Form of Dealer Agreement. (1) | |||
| (3) | Distribution Agreement, dated June 24, 2016, between HSBC Funds and Foreside Distribution Services, L.P. (1) | |||
| (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 February 18, 2012. (6) | |||
| (h) | (1)(i) | Operational Support Services Agreement, dated December 15, 2016 between HSBC Global Asset Management (USA) Inc. and HSBC Funds on behalf of HSBC U.S. Government Money Market Fund, HSBC U.S. Treasury Money Market Fund, and HSBC Prime 60 Money Market Fund. (13) | ||
| (1)(ii) | Support Services Agreement, dated December 15, 2016, between HSBC Global Asset Management (USA) Inc. and HSBC Funds on behalf of HSBC Emerging Markets Debt Fund, HSBC Emerging Markets Local Debt Fund, HSBC Economic Scale Index Emerging Markets Equity Fund, HSBC Frontier Markets Fund, HSBC Total Return Fund, HSBC Asia ex-Japan Smaller Companies Equity Fund, HSBC Global High Yield Bond Fund, HSBC Global High Income Bond Fund, HSBC Global Equity Volatility Focused Fund, and HSBC Euro High Yield Bond Fund (USD Hedged). (13) | |||
| (2)(i) | Second Amended and Restated Master Services Agreement, dated January 1, 2009, between Citi Fund Services Ohio, Inc. and HSBC Funds. (2) | |||
| (2)(ii) | Amendment to Second Amended and Restated Master Services Agreement, dated January 1, 2009. (2) | |||
| (2)(iii) | Amendment to Second Amended and Restated Master Services Agreement, dated September 14, 2009. (3) | |||
| (2)(iv) | Amendment to Second Amended and Restated Master Services Agreement, dated October 19, 2009. (4) | |||
| (2)(v) | Amendment to Second Amended and Restated Master Services Agreement, dated December 1, 2010. (5) | |||
| (2)(vi) | Amendment to Second Amended and Restated Master Services Agreement, dated December 31, 2015. (4) | |||
| (2)(vii) | Amendment to Second Amended and Restated Master Services Agreement, dated March 31, 2015. (4) | |||
| (2)(viii) | Amendment to Second Amended and Restated Master Services Agreement, effective April 1, 2016. (12) | |||
| (3)(i) | Amended and Restated Omnibus Fee Agreement, dated January 1, 2009, between Citi Fund Services Ohio Inc., and HSBC Funds. (3) | |||
| (3)(ii) | Amendment to the Amended and Restated Omnibus Fee Agreement, dated September 14, 2009. (3) | |||
| (3)(iii) | Amendment to the Amended and Restated Omnibus Fee Agreement, dated December 1, 2010. (5) | |||
| (3)(iv) | Amendment to the Amended and Restated Omnibus Fee Agreement, dated January 1, 2011. (5) | |||
| (3)(v) | Amendment to the Amended and Restated Omnibus Fee Agreement, dated January 1, 2011. (6) | |||
| (3)(vi) | Amendment to the Amended and Restated Omnibus Fee Agreement, effective April 1, 2016. (12) | |||
| (4)(i) | Expense Limitation Agreement between HSBC Global Asset Management (USA ) Inc. and HSBC Funds, effective March 1, 2017 (13) | |||
| (5) | Administration Services Agreement, dated June 24, 2016, between HSBC Global Asset Management (USA) Inc. and HSBC Funds. (1) | |||
| (6)(i) | Sub-Administration Services Agreement, dated January 1, 2009, between Citi Fund Services Ohio, Inc. and HSBC Global Asset Management (USA) Inc. (2) | |||
| (6)(ii) | Amendment to Sub-Administration Services Agreement, dated December 31, 2013. (4) | |||
| (6)(iii) | Amendment to Sub-Administration Services Agreement, effective April 1, 2016. (12) |
| (7)(i) | Amended and Restated Compliance Services Agreement, dated January 1, 2009, between HSBC Funds, and Citi Fund Services Ohio, Inc. (2) | |||
| (7)(ii) | Amendment to Amended and Restated Compliance Services Agreement, effective April 1, 2016. (12) | |||
| (8) | Amended and Restated Rule 22c-2 Services Agreement, dated January 1, 2009, between HSBC Funds, and Citi Fund Services Ohio, Inc. (2) | |||
| (9)(i) | Transfer Agency Services Agreement, dated March 31, 2015, between Citi Fund Services Ohio, Inc. and HSBC Funds. (4) | |||
| (9)(ii) | Amendment to Transfer Agency Services Agreement, dated November 3, 2015. (4) | |||
| (9)(iii) | Transfer Agency and Service Agreement, dated July 15, 2016, between Boston Financial Data Services, Inc., and HSBC Funds. (13) | |||
| (9)(iv) | Amendment to Transfer Agency and Service Agreement, dated October 13, 2016, between Boston Financial Data Services, Inc., and HSBC Funds. (13) | |||
| (i) | Opinion and Consent of Counsel. (13) | |||
| (j) | (1) | Power of Attorney. (1) | ||
| (2) | Consent of Independent Registered Public Accounting Firm. (13) | |||
| (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. (1) | ||
| (2) | Amended Code of Ethics for HSBC Global Asset Management (USA) Inc. and HSBC Global Asset Management (Hong Kong) Limited. (7) | |||
| (3) | Amended Code of Ethics for Citi Fund Services Ohio, Inc. (4) | |||
| (4) | Amended Code of Ethics for Westfield Capital Management Company, L.P. (7) | |||
| (5) | Code of Ethics for HSBC Global Asset Management (France). (8) | |||
| (6) | 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) | To be filed by amendment. | |
| (13) | Filed herein. |
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 Declaration of Trust provides for the indemnification of the trustees, officers, employees, agents and other controlling persons of the Registrant. The Declaration of Trust is incorporated by reference to 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 claims, demands, liabilities and expenses under circumstances set forth in the Registrant's Distribution Agreement, which is incorporated by reference to 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 (France) (HSBC France), 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 France in the last two years, is included in its application for registration as an investment adviser on Form ADV (File No. 801-72605) 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 (Hong Kong) Limited (HSBC Hong Kong), 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 Hong Kong 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.
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 Futures Strategy Fund, Series of Northern Lights Fund Trust | |
| 3. | Leader Funds, Series of Northern Lights Fund Trust | |
| 4. | Miles Funds, Inc. (f/k/a WB Capital Mutual Funds, Inc.) |
| (b) | The following are the Officers of the Distributor, the Registrants underwriter. The Distributors 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 | 899 Cassatt Rd., 400 Berwyn | Vice President | None |
| Valerio | 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. 4249 Easton Way, Suite 400, Columbus, Ohio 43219-3035; 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 (France),110 Esplanade Du General De Gaulle La Defense 4, Immeuble Coeur Defense, Courbevoie, 92400; HSBC Global Asset Management (Hong Kong) Limited, Level 22, HSBC Main Building, 1 Queens Road Central, Hong Kong; HSBC Global Asset Management (UK) Limited, 78 St. James's Street, London, SW1A 1EJ.
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 28th day of February, 2017.
| 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 28th day of February, 2017.
| /s/ Richard A. Fabietti | /s/ Allan Shaer | ||
| Richard A. Fabietti | Allan Shaer | ||
| 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.
EXHIBITS
| (d)(7) | Sub-Advisory Agreement, dated June 24, 2016, between HSBC Global Asset Management (USA) Inc. and HSBC Global Asset Management (UK) Limited, regarding HSBC Economic Scale Index Emerging Markets Equity Fund. | |
| (h)(1)(i) | Operational Support Services Agreement, dated December 15, 2016 between HSBC Global Asset Management (USA) Inc. and HSBC Funds on behalf of HSBC U.S. Government Money Market Fund, HSBC U.S. Treasury Money Market Fund, and HSBC Prime 60 Money Market Fund. | |
| (h)(1)(ii) | Support Services Agreement, dated December 15, 2016, between HSBC Global Asset Management (USA) Inc. and HSBC Funds on behalf of HSBC Emerging Markets Debt Fund, HSBC Emerging Markets Local Debt Fund, HSBC Economic Scale Index Emerging Markets Equity Fund, HSBC Frontier Markets Fund, HSBC Total Return Fund, HSBC Asia ex-Japan Smaller Companies Equity Fund, HSBC Global High Yield Bond Fund, HSBC Global High Income Bond Fund, HSBC Global Equity Volatility Focused Fund, and HSBC Euro High Yield Bond Fund (USD Hedged). | |
| (h)(4)(i) | Expense Limitation Agreement between HSBC Global Asset Management (USA) Inc. and HSBC Funds, effective March 1, 2017. | |
| (h)(9)(iii) | Transfer Agency and Service Agreement, dated July 15, 2016, between Boston Financial Data Services, Inc., and HSBC Funds. | |
| (h)(9)(iv) | Amendment to Transfer Agency and Service Agreement, dated October 13, 2016, between Boston Financial Data Services, Inc., and HSBC Funds. | |
| (i) | Opinion and Consent of Counsel. | |
| (j)(2) | Consent of Independent Registered Public Accounting Firm. |