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. Debt obligations with maturities
of 60 days are less may be valued at amortized cost or on the basis of their
market value. The Fund will 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 Funds NAV is 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 that the Exchange, as well as the Hong Kong Stock Exchange, the Shanghai Stock Exchange, the Taiwan Stock Exchange and the Korea 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 Shanghai Stock Exchange, the Taiwan Stock Exchange and the Korea Exchange are generally not open, and the Fund does not price its shares, on Hong Kong, Chinese, Taiwan and Korean holidays (Hong Kong holidays for 2014 include: [ ]; Chinese holidays for 2014 include: [ ]; Taiwan holidays for 2014 include: [ ]; and Korean holidays for 2014 include: [ ]).
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, or the other exchanges listed above, are closed) and an investor is not able to
purchase, redeem or exchange shares.
17
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.
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), securities whose price
has become stale (
i.e.,
the market price has remained unchanged for five business
days), 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 on a quarterly
basis. 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 may 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 a movement in the U.S. equities market is sufficiently large to
constitute a trigger established by the Board. Forward currency contracts are
covered by the Board-approved procedures.
Purchasing and Adding to Your Shares
Purchasing Shares
You may purchase 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 shares through an investment
representative, that party is responsible for transmitting the orders by
the close of business and may have an earlier cut-off time for purchase
and sale requests. Consult your investment representative or institution
for specific information.
Orders received by a dealer or
selling agent that has been authorized to accept orders for Fund shares on
the Trusts behalf, that are received in good order by such authorized
agent prior to the time at which the Fund determines its NAV, will be
deemed accepted by the Trust the same day and will be executed at that
days closing share price. Each authorized dealers or selling agents
agreement with the Trust or the Distributor allows those orders to be
executed at the closing share price on such day, although the order may
not be transmitted to the Trust or the Distributor until after the time at
which the Fund determines its NAV.
|
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.
18
The Fund may waive its minimum purchase
requirement and 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, 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
|
|
Investment*
|
Investment*
|
Class A
Shares
|
|
|
Regular
(non-retirement)
|
$1,000
|
$100
|
Retirement
(IRA)
|
$250
|
$100
|
Automatic Investment
Plan
|
$250
|
$25
|
Class
I Shares**
|
$1,000,000
|
$0
|
Class S
Shares**
|
$25,000,000
|
$0
|
* Omnibus accounts are eligible to meet
the Class A minimum at the Omnibus account level.
** Class I shares are available for investment by investment companies
advised by the Adviser without regard to these minimums.
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.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 Fund on the check.
3. Mail to: HSBC Funds, PO Box 182845,
Columbus, Ohio 43218-2845.
19
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 182845,
Columbus, Ohio 43218-2845.
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.
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.
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.
20
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.
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.
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.
21
As a deterrent to excessive trading,
many foreign 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 SharesFair 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
their
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 their
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.
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.
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 182845,
Columbus, Ohio 43218-2845.
22
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.
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
14 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.
23
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.
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).
Delay in Payment of Redemption
Proceeds
Payment for Fund shares may be delayed
under extraordinary circumstances or as permitted by the SEC in order to protect
remaining shareholders.
24
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.
Suspension of Redemptions
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 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 or Class S Shares. In
addition, there are no service fees paid from the Fund for Class I or Class S
Shares Shares. As such, Class I and Class S Shares have lower annual expenses
than Class A Shares.
25
|
Class A Shares
|
Class I
Shares
|
Class S Shares
|
Sales Charge
(Load)
|
Percentage of
|
Percentage of
|
No front-end sales
charge.
|
No front-end sales
charge.
|
Amount of Purchase
|
Offering
|
Investment
|
|
Price*
|
|
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
|
|
|
Service Fee
|
Subject to
shareholder
|
|
|
|
servicing fees of up to
0.25%
|
|
|
|
annual of the Funds
total
|
No Service Fees.
|
No
Service Fees.
|
|
average daily net
assets
|
|
|
|
attributable to Class A Shares.
|
|
|
Fund Expenses
|
Higher annual expenses
than
|
Lower annual
|
Lower
annual
|
|
Class I Shares and Class
S
|
expenses
|
expenses
|
|
Shares.
|
than Class A
Shares.
|
than
Class A and
|
|
|
Higher annual
|
Class
I
|
|
|
expenses
|
Shares.
|
|
|
than
Class S Shares.
|
|
* The offering price of Class A Shares
includes the front-end sales load.
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 Fund 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 (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.
26
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 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 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 or the Distributor 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.
27
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.emfunds.us.hsbc.com or
at www.investorfunds.us.hsbc.com
Shareholder Service 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 attributable to
Class A Shares.
-
There are no shareholder servicing fees paid from
the Fund for Class I Shares or Class S Shares.
Class I Shares and Class S
Shares
There is no sales charge on purchases
of Class I Shares or Class S Shares.
Distribution and Shareholder
Servicing ArrangementsRevenue Sharing
The Adviser and its affiliates may, out
of their own resources, assist in the marketing of the Funds shares. Without
limiting the foregoing, the Adviser may, out of its own resources, and without
cost to the Fund, make payments to selected financial intermediaries for
shareholder, recordkeeping, processing, accounting and/or other administrative
services in connection with the sale or servicing of shares and shareholders of
the Fund. Historically, these payments have generally been structured as a
percentage of net assets attributable to the financial intermediary, but may
also be structured as a percentage of gross sales, a fixed dollar amount, or a
combination of the three. These payments are in addition to servicing fees and
sales charges borne by shareholders as well as any payments made by the
Distributor. The making of these payments could create a conflict of interest
for a financial intermediary receiving such payments.
28
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 182845, Columbus, Ohio 43218-2845 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.
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 them. 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.
29
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 1-888-525-5757.
If your account is held directly with
the Fund, please mail your request to the address below:
HSBC Funds
PO Box
182845
Columbus, Ohio 43218-2845
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.
STATEMENT OF ADDITIONAL
INFORMATION
HSBC FUNDS
|
Class A
|
Class I
|
Class S
|
HSBC Asia ex-Japan Smaller Companies
|
|
|
|
Equity Fund
|
[ ]
|
[ ]
|
[
]
|
P.O. Box 182845
Columbus, Ohio
43218-2845
General and Account Information -
(800) 782-8183 (Toll Free)
HSBC Global Asset Management (USA) Inc.,
Investment
|
|
Citi Fund Services Ohio, Inc.,
Sub-Administrator of
|
Adviser and Administrator of the Fund
(Adviser or
|
|
the Fund (Citi or
Sub-Administrator)
|
Administrator)
|
|
|
HSBC Global Asset Management (Hong Kong)
Limited,
|
|
|
Subadviser to the Fund (AMHK)
|
|
|
THIS STATEMENT OF ADDITIONAL
INFORMATION IS NOT A PROSPECTUS AND IS ONLY AUTHORIZED FOR DISTRIBUTION WHEN
PRECEDED OR ACCOMPANIED BY THE PROSPECTUS FOR THE HSBC ASIA EX-JAPAN SMALLER
COMPANIES EQUITY FUND (the Fund) DATED [ ], 2014 (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 HSBC Funds (the Trust) at the address and
telephone number printed above.
References in this SAI to the
Prospectus are to the Prospectus dated [ ] 2014 of the Fund, by which
shares of 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.
Current audited financial statements
for the Fund will be incorporated by reference from the Annual Report of the
Fund (when available). Copies of the Annual Report (when available) may be
obtained, without charge, by writing or calling the Trust at the address and
telephone number printed above.
[ ] 2014
TABLE OF CONTENTS
|
|
Page
|
GENERAL INFORMATION
|
1
|
|
|
THE FUND
|
1
|
|
|
INVESTMENT OBJECTIVE, POLICIES AND
RESTRICTIONS
|
1
|
|
|
INVESTMENT TECHNIQUES
|
1
|
|
|
Banking Industry and Savings and Loan
Industry Obligations
|
2
|
Cash Sweep Program
|
2
|
Convertible Securities
|
2
|
Derivatives
|
3
|
Emerging Markets
|
13
|
Equity Securities
|
16
|
Exchange Traded Funds
|
17
|
Financial Services
|
17
|
Fixed Income Securities
|
18
|
Floating and Variable Rate
Obligations
|
18
|
Foreign Currency Exchange-Related
Securities
|
19
|
Foreign Securities
|
20
|
Global Financial Markets
|
21
|
Illiquid Investments, Rule 144A Securities,
and Section 4(2) Securities
|
21
|
Investment Company Securities
|
21
|
Investments in China and Hong Kong
|
22
|
Money Market Securities
|
24
|
Participation Notes and Participatory
Notes
|
24
|
Depositary Receipts (CDRs, EDRs,
GDRs)
|
24
|
Repurchase Agreements
|
25
|
Short Sales
|
25
|
U.S. Government Securities
|
26
|
Warrants
|
26
|
|
|
PORTFOLIO TURNOVER
|
26
|
|
|
PORTFOLIO TRANSACTIONS
|
27
|
|
|
DISCLOSURE OF PORTFOLIO HOLDINGS
|
28
|
|
|
INVESTMENT RESTRICTIONS
|
29
|
|
|
PERCENTAGE AND RATING RESTRICTIONS
|
31
|
|
|
MANAGEMENT OF THE TRUST
|
31
|
|
|
Board of Trustees
|
31
|
ii
Board Composition and Leadership
Structure
|
31
|
Boards Role in Risk Oversight of the
Trust
|
32
|
Qualification of the Trustees
|
32
|
Committees
|
36
|
Fund Ownership
|
37
|
Trustee and Officer Compensation
|
37
|
Proxy Voting
|
38
|
|
|
INVESTMENT ADVISORY AND OTHER
SERVICES
|
38
|
|
|
Investment Adviser
|
38
|
Subadviser
|
39
|
Portfolio Managers
|
40
|
The Distributor
|
43
|
Shareholder Services Plan
|
44
|
Administrator and
Sub-Administrator
|
44
|
Transfer Agent
|
45
|
Custodian
|
45
|
Fund Accounting Agent
|
45
|
Shareholder Servicing Agents
|
45
|
Federal Banking Law
|
46
|
Expenses
|
46
|
|
|
DETERMINATION OF NET ASSET VALUE
|
46
|
|
|
PURCHASE OF SHARES
|
49
|
|
|
Exchange Privilege
|
49
|
In-Kind Purchases
|
50
|
Automatic Investment Plan
|
50
|
Purchases Through a Shareholder Servicing
Agent or a Securities Broker
|
51
|
|
|
SALES CHARGES
|
51
|
|
|
Class A Shares
|
51
|
Sales Charge Waivers
|
51
|
Concurrent Purchases
|
52
|
Letter of Intent
|
52
|
Right of Accumulation
|
53
|
|
|
REDEMPTION OF SHARES
|
53
|
Systematic Withdrawal Plan
|
54
|
|
|
Redemption of Shares Purchased Directly
Through the Fund
|
54
|
|
|
RETIREMENT PLANS
|
54
|
|
|
Individual Retirement Accounts
(IRAs)
|
54
|
Defined Contribution Plans
|
54
|
Section 457 Plan, 401(k) Plan, 403(b)
Plan
|
55
|
|
|
DIVIDENDS AND DISTRIBUTIONS
|
55
|
|
|
DESCRIPTION OF SHARES, VOTING RIGHTS, AND
LIABILITIES
|
55
|
|
|
The Trust
|
55
|
Ownership of the Fund
|
56
|
iii
TAXATION
|
56
|
|
|
Tax Status of the Fund
|
57
|
Distributions in General
|
57
|
Sale, Exchange, or Redemption of
Shares
|
58
|
Backup Withholding
|
59
|
Other Taxation
|
59
|
Fund Investments
|
59
|
Foreign Tax Issues
|
61
|
|
|
OTHER INFORMATION
|
62
|
|
|
Capitalization
|
62
|
Independent Registered Public Accounting
Firm
|
62
|
Counsel
|
63
|
Code of Ethics
|
63
|
Registration Statement
|
63
|
Financial Statements
|
63
|
Shareholder Inquiries
|
63
|
|
|
APPENDIX A: DESCRIPTION OF SECURITIES
RATINGS
|
A-1
|
|
|
APPENDIX B: HSBC FUNDS, HSBC ADVISOR FUNDS
TRUST, and HSBC PORTFOLIOS PROXY
|
|
VOTING POLICY
|
B-1
|
|
|
APPENDIX C: PROXY VOTING POLICY AND
PROCEDURES for HSBC GLOBAL ASSET
|
|
MANAGEMENT (USA) INC. and HSBC GLOBAL ASSET
MANAGEMENT (HONG KONG)
|
|
LIMITED
|
C-1
|
iv
GENERAL INFORMATION
THE FUND
The 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 Trust also includes certain equity,
fixed income, asset allocation and money market funds (Money Market Funds)
that are covered in separate SAIs. As of the date of this SAI, the Fund has not
commenced operations.
Shares of the Fund are divided into
three separate classes: Class A (the Class A Shares), Class I (the Class I
Shares) and Class S (the Class S 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 objective of the
Fund will be achieved. 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, among other things, 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, under current
law, 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 in the securities of one or more qualified
publicly traded partnerships.
The Fund may borrow money for temporary
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 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.
INVESTMENT TECHNIQUES
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.
References to the Adviser should be
understood as referring jointly to the Adviser and the Subadviser.
The section below indicates the types
of investments and techniques that are material to the investment strategies
employed by the Fund. Generally, if a particular type of investment or technique
is not listed below, 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.
BANKING INDUSTRY AND SAVINGS AND LOAN
INDUSTRY OBLIGATIONS
As a temporary 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 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.
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.
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 Prime
Money Market Fund (the Prime 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 Prime 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 Prime Money Market Fund may be found in its current
Prospectus and the separate SAI that includes the various Money Market Funds.
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.
2
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.
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 such as
mortgage-related and other asset-backed securities 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. Included in the foregoing are
investments in derivatives to create synthetic foreign positions. 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.
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 its
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.
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.
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
manager may believe it would be appropriate to do so.
3
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 each 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.
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 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, 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) U.S. Treasury futures (4)
other broadly-based securities indices (these are referred to as "financial
futures"), and (5) 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.
4
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 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.
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 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.
5
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 is
incorrect, the Funds overall performance may be poorer than if the Fund had not
entered into any such contract. In addition, in such situations, if the Fund has
insufficient cash, securities 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 securities 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 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.
6
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 their 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.
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.
7
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.
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.
8
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.
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.
9
The Fund may 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.
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 engage 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 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.
10
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 any of 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 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. 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.
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.
11
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.
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 stock index for the return
generated by a second stock 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.
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.
The Dodd-Frank Act and related regulatory developments will
ultimately require the clearing and exchange-trading of many over-the-counter
derivative instruments that the CFTC and SEC recently defined as swaps.
Mandatory exchange-trading and clearing will take place on a phased-in basis
based on type of market participant and over-the-counter approval of contracts
for central clearing. Central clearing is expected to reduce counterparty credit
risk and increase liquidity, but central clearing does not make swap
transactions risk free. It is possible that developments in the swaps market,
including additional government regulation, could adversely affect the Funds
ability to terminate existing swap agreements or to realize amounts to be
received under such agreements. The Adviser will continue to monitor
developments in this area, particularly to the extent regulatory changes affect
the Funds ability to enter into swap agreements.
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.
12
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 invest may subsequently be found to be
fraudulent and as a consequence the Fund 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 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.
13
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 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.
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.
14
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,
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 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.
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.
15
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.
16
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 of
management. 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.
EXCHANGE TRADED FUNDS
Exchange traded funds (ETFs) are
investment companies that are bought and sold on a securities exchange. An ETF
generally represents a fixed 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.
FINANCIAL SERVICES
To the extent the Funds investments
are concentrated in the financial services group of industries, 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.
17
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.
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.
For purposes of any minimum
requirements set forth herein that are based upon a nationally recognized
statistical rating organizations (NRSRO) ratings categories, if no
sub-categories or gradations are specified the requirement is determined without
regard for sub-categories and gradations (i.e., all sub-categories and
gradations within a particular category are acceptable). 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.
Investment in obligations of foreign
issuers may present a greater degree of risk than investment in domestic
securities because of less publicly available financial and other information,
less securities regulation, potential imposition of foreign withholding and
other taxes, war, expropriation or other adverse governmental actions. See
Foreign Securities below.
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.
18
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.
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.
19
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 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, 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, 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.
20
GLOBAL FINANCIAL MARKETS
Global economies and financial markets
are becoming increasingly interconnected. Political and economic conditions
(including recent instability and volatility) and events (including natural
disasters) in one country, region or financial market may adversely impact
issuers in a different country, region or financial market. As a result, issuers
of securities held by the 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 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.
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 markets
and affect the liquidity and value of the Funds investments, regardless of
whether the Fund has significant exposure to European markets. In addition,
governments or their agencies may acquire distressed assets from financial
institutions and 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.
ILLIQUID INVESTMENTS, RULE 144A
SECURITIES, AND SECTION 4(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(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(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.
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.
21
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 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 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.
INVESTMENTS IN CHINA AND HONG KONG
In addition to the aforementioned risks
of investing in emerging markets, investing in securities listed and traded in
China involves special considerations not typically associated with investing in
countries with more democratic governments or more established economies,
securities or currency markets. Such risks may include: (i) the risk of
nationalization or expropriation of assets or confiscatory taxation; (ii)
greater social, economic and political uncertainty (including the risk of war);
(iii) dependency on exports and the corresponding importance of international
trade; (iv) increasing competition from Asias other low-cost emerging
economies; (v) currency exchange rate fluctuations and the lack of available
currency hedging instruments; (vi) higher rates of inflation; (vii) controls on
foreign investment and limitations on repatriation of invested capital and on
the Funds ability to exchange local currencies for U.S. dollars; (viii) greater
governmental involvement in and control over the economy; (ix) the risk that the
Chinese government may decide not to continue to support the economic reform
programs implemented since 1978 and could return to the prior, completely
centrally planned, economy; (x) the fact that Chinese companies, particularly
those located in China, may be smaller, less seasoned and newly organized; (xi)
the differences in, or lack of, auditing and financial reporting standards which
may result in unavailability of material information about issuers, particularly
in China; (xii) the fact that statistical information regarding the economy of
China may be inaccurate or not comparable to statistical information regarding
the U.S. or other economies; (xiii) the less extensive, and still developing,
regulation of the securities markets, business entities and commercial
transactions; (xiv) the fact that the settlement period of securities
transactions in foreign markets may be longer; (xv) the willingness and ability
of the Chinese government to support the Chinese and Hong Kong economies and
markets is uncertain; (xvi) the risk that it may be more difficult, or
impossible, to obtain and/or enforce a judgment than in other countries; (xvii)
the rapidity and erratic nature of growth, particularly in China, resulting in
inefficiencies and dislocations; (xviii) the risk that, because of the degree of
interconnectivity between the economies and financial markets of China and Hong
Kong, any sizable reduction in the demand for goods from China, or an economic
downturn in China, could negatively affect the economy
and financial market of Hong Kong as well; and (xix) the risk that certain
companies in China may have dealings with countries subject to sanctions or
embargoes imposed by the U.S. Government or identified as state sponsors of
terrorism.
22
The government of China maintains
strict currency controls in support of economic, trade and political objectives
and regularly intervenes in the currency market. The governments actions in
this respect may not be transparent or predictable. As a result, the value of
RMB, and the value of securities designed to provide exposure to RMB, can change
quickly and arbitrarily. Furthermore, it is difficult for foreign investors to
directly access money market securities in China because of investment and
trading restrictions. Major remaining barriers to foreign investment include
opaque and inconsistently enforced laws and regulations and the lack of a
rules-based legal infrastructure. These and other factors may decrease the value
and liquidity of the Funds investments, and therefore the value and liquidity
of an investment in the Fund. These and other factors could have a negative
impact on the Funds performance.
The laws, government policies and
political and economic climate in China may change with little or no advance
notice. Any such change could adversely affect market conditions and the
performance of the Chinese economy and, thus, the value of the Funds portfolio.
After the formation of the Chinese socialist state in 1949, the Chinese
government renounced various debt obligations and nationalized private assets
without compensation. There can be no assurance that the Chinese government will
not take similar actions in the future.
Only recently has China loosened some
of its controls with respect to foreign investment to permit private economic
activity. Under the economic reforms implemented by the Chinese government, the
Chinese economy has experienced tremendous growth. However, there is no
guarantee that the Chinese government will continue its current economic reforms
or that the growth of the Chinese economy will be sustained in the future.
Economic growth in China has historically been accompanied by periods of high
inflation. If measures adopted by the Chinese government to counter inflation do
not succeed, and if inflation were to worsen, the Chinese economy could be
adversely affected.
The Chinese government continues to be
an active participant in many economic sectors through ownership positions in
Chinese companies and other forms of regulation. Certain government policies may
result in the preferential treatment of particular sectors or companies and may
have a significant effect on the Chinese economy. Exports and trade are integral
to the Chinese economy. As a result, adverse changes to the economic conditions
of Chinas primary trading partners, such as the United States, Japan and South
Korea, could adversely impact the Chinese economy.
China operates under a civil law
system, in which court precedent is not binding. The law is controlled
exclusively through written statutes. Because there is no binding precedent to
interpret existing statutes, there is also uncertainty regarding the
implementation of existing law.
Investments in Hong Kong are also
subject to certain political risks. Following the establishment of the Peoples
Republic of China by the Communist Party in 1949, the Chinese government
renounced various debt obligations incurred by Chinas predecessor governments,
which obligations remain in default, and expropriated assets without
compensation. There can be no assurance that the Chinese government will not
take similar action in the future. In 1997, Great Britain handed over control of
Hong Kong to the Chinese mainland government. Since that time, Hong Kong has
been governed by a semi-constitution known as the Basic Law, which guarantees a
high degree of autonomy with regard to its political, legal and economic systems
for a period of at least 50 years. China controls matters that relate to defense
and foreign affairs. The chief executive of Hong Kong is appointed by the
Chinese government. Hong Kong is able to participate in international
organizations and agreements and it continues to function as an international
financial center, with no exchange controls, free convertibility of the Hong
Kong dollar and free inward and outward movement of capital. However, there is
no guarantee that China will continue to honor Hong Kongs autonomy, and China
may change its policies regarding Hong Kong at any time. If China were to exert
its authority so as to alter the economic, political, or legal structures or the
existing social policy of Hong Kong, investor and business confidence in Hong
Kong could be negatively affected, which in turn could negatively affect markets
and business performance. An investment in the Fund involves risk of a total
loss.
23
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 Prime 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.
PARTICIPATION NOTES AND PARTICIPATORY
NOTES
The Fund may invest in participation
notes or participatory notes (P-notes). P-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. If
the P-note were 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
P-note that is linked to a particular underlying security or instrument may be
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. P-notes involve
transaction costs. Investments in P-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 P-note or that the trading price of a P-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 P-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
the Fund to accurately value a P-note. P-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 (and this
risk may be amplified if the Fund purchases P-notes from only a small number of
issuers).
DEPOSITARY RECEIPTS (CDRS, EDRS, GDRS)
The Fund may invest in 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.
24
In addition, with respect to all
depositary receipts, there is always the risk of loss due to currency
fluctuations.
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 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 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.
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.
25
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.
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.
PORTFOLIO TURNOVER
For the purposes of this section, the
term Adviser also includes the Subadvisers 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.
26
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 Subadvisers 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 dealer or group of dealers in the execution of
transactions in portfolio securities for the 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 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 dealers are in a position to offer comparable results, 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 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 prohibited from dealing with
the Fund as a principal in the purchase and sale of securities except in
accordance with regulations adopted by the SEC. The Fund may purchase municipal
obligations 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 principally invests.
Moreover, these restrictions could potentially have an impact on the 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 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.
27
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 Fund 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 the 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 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.
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.
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.
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.
28
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 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.
29
FUNDAMENTAL INVESTMENT
RESTRICTIONS
As a matter of fundamental policy, the
Fund will not (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, except to the extent permitted under the 1940 Act;
2.
issue any senior securities, except as permitted under the 1940 Act;
3.
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.
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;
5.
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.
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.
purchase any securities, which would cause more than 25% 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) to the extent that an
industry represents 20% or more of the Funds
then-current benchmark index at the time of investment, the Fund may invest up
to 35% of its assets in that industry; (b) 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); (c) 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 (d) 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.
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.
30
NON-FUNDAMENTAL INVESTMENT
RESTRICTIONS
The Fund is subject to the following
non-fundamental restrictions:
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.
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 the Trust rests with the Board of Trustees. 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 Trusts Funds and the operation of the Trusts
compliance programs, and to evaluate and address risks associated with the
Trusts activities.
BOARD COMPOSITION AND LEADERSHIP
STRUCTURE
The Board is currently composed of
seven Trustees, one of whom is an interested person (as that term is defined
by Section 2(a)(19) of the 1940 Act) of the Trusts (Interested Trustee) by
virtue of her employment with the Adviser and six of whom are not an interested
person (as that term is defined by Section 2(a)(19) of the 1940 Act) of the
Trust (Independent Trustees). The Chairman of the Board is an Independent
Trustee, and, among other duties and responsibilities, serves as a point person
for communications between the Trustees and the Trusts management and service
providers. The Board also has established an Audit Committee, a Valuation and
Investment Oversight Committee, a Nominating and Corporate Governance Committee,
and a Contracts and Expense Committee (the Committees) to facilitate the
Trustees oversight of the management of those aspects of the Trusts
operations. Each Committee has a Chair and certain Committees also have a Vice
Chair. Each Committees responsibilities are discussed in greater detail below.
31
The Trustees interact directly with the
Chairman of the Board, Chairs of the 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
Trustees seek to have an inclusive approach to oversight. For example, each
Independent Trustee is a member of each of the Committees. The Independent
Trustees regularly meet outside the presence of the Trusts management and are
advised by independent legal counsel.
The Board believes that its structure
facilitates the orderly and efficient flow of information to the Trustees from
the Adviser and other service providers with respect to services provided to the
Trust, potential conflicts of interest that could arise from these relationships
and other risks that the Trust may face. The Board further believes that its
structure allows all of the Trustees to participate in the full range of the
Boards oversight responsibilities and for the Board and its Committees to make
informed decisions on the affairs of the Trust. The Board believes that the
orderly and efficient flow of information and the ability to bring each
Trustees talents to bear in overseeing the Trusts operations is important, in
light of the size and complexity of the HSBC Family of Funds and the risks that
the fund complex faces. The Board and its Committees review their structure
regularly, to help ensure that it remains appropriate as the business and
operations of the Trust, and the environment in which the Trust operates,
change.
BOARDS ROLE IN RISK OVERSIGHT OF THE
TRUST
The Board oversees risk management for
the Trust both directly and through its Committees, by working with the Trusts
senior officers (including the Trusts President, CCO and Treasurer), portfolio
management and other personnel of the Adviser, the Trusts independent
registered public accounting firm (the independent auditors), legal counsel
and personnel from the Trusts other service providers (collectively, Trust
personnel) to identify, evaluate and seek means of mitigating risk. In this
regard, the Board and its Committees request, receive and act on reports from
Trust personnel on risk oversight and management, and the Trustees confer with
each other and engage Trust personnel between Board meetings on such matters, as
deemed appropriate.
The Board has adopted, on behalf of the
Trust, and periodically reviews with the assistance of the Trusts CCO, policies
and procedures designed to address risks associated with the Trusts activities.
In addition, the Adviser and the Trusts other service providers also have
adopted policies, processes and procedures designed to identify, assess and
manage certain risks associated with the Trusts activities, and the Board
receives and acts on reports from the Adviser and the Trusts other service
providers with respect to the operation of these policies, processes and
procedures as required and/or as the Board deems appropriate.
QUALIFICATIONS OF THE TRUSTEES
The names of the Trustees of the Trust,
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 Public Company
|
|
|
|
|
|
and Investment
|
|
|
Term
of
|
Principal
|
Portfolios
In
|
Company
|
|
Position(s)
|
Office
and
|
Occupation(s)
|
Fund
Complex
|
Directorships Held By
|
|
Held
With
|
Length
of
|
During Past
5
|
Overseen
By
|
Trustee During the
|
Name, Address and Age
|
Fund
|
Time Served
|
Years
|
Trustee*
|
Past 5 Years
|
Non-Interested Trustees
|
Marcia L. Beck
|
Trustee
|
Indefinite;
2008 to
present
|
Private Investor
|
22
|
None
|
P.O. Box 182845
|
(June 1999
|
Columbus, OH
|
present);
Executive
|
43218-3035
|
Vice
President,
|
Age: 58
|
Prudential
|
|
Investments
(1997
|
|
1999);
President
|
|
and Trustee,
The
|
|
Goldman Sachs
|
|
Mutual Funds
|
|
(1992
1996)
|
32
|
|
|
|
|
Other Public Company
|
|
|
|
|
|
and Investment
|
|
|
Term
of
|
Principal
|
Portfolios
In
|
Company
|
|
Position(s)
|
Office
and
|
Occupation(s)
|
Fund
Complex
|
Directorships Held By
|
|
Held
With
|
Length
of
|
During Past
5
|
Overseen
By
|
Trustee During the
|
Name, Address and Age
|
Fund
|
Time Served
|
Years
|
Trustee*
|
Past 5 Years
|
|
|
|
Since 2003,
Private
|
|
|
|
|
|
Investor;
|
|
|
|
|
|
Independent
|
|
|
|
|
|
Trustee of Met
|
|
|
|
|
|
Investors Series
|
|
|
|
|
|
Trust (2008
|
|
|
|
|
|
2012); Chief
|
|
|
|
|
|
Executive
Officer,
|
|
|
|
|
|
Dresdner RCM
|
|
|
|
|
|
Global Investors
|
|
|
Susan C. Gause
|
|
|
and Allianz
|
|
|
P.O. Box 182845
|
|
Indefinite;
|
Dresdner Asset
|
|
Since
2012, Trustee,
|
Columbus, OH
|
Trustee
|
2013 to
|
Management (2000
|
22
|
Metropolitan Series
|
43218-3035
|
|
present
|
2002); Board
|
|
Fund
|
Age: 60
|
|
|
Member of
|
|
|
|
|
|
Dersdner Global
|
|
|
|
|
|
Asset Management
|
|
|
|
|
|
Board (2000
|
|
|
|
|
|
2002); Chief
|
|
|
|
|
|
Operating
Officer
|
|
|
|
|
|
and Senior
|
|
|
|
|
|
Managing
Director
|
|
|
|
|
|
of Dresdner RCM
|
|
|
|
|
|
Global Investors
|
|
|
|
|
|
(1998
2000)
|
|
|
|
|
|
Private
Investor,
|
|
|
|
|
|
(2000-present);
|
|
|
|
|
|
Senior Vice
|
|
|
Susan S. Huang
|
|
|
President,
Schroder
|
|
|
P.O. Box 182845
|
|
Indefinite;
|
Investment
|
|
|
Columbus, OH
|
Trustee
|
2008 to
|
Management (2001
|
22
|
None
|
43218-3035
|
|
present
|
2004)
|
|
|
Age: 59
|
|
|
Managing
|
|
|
|
|
|
Director, Chase
|
|
|
|
|
|
Asset Management
|
|
|
|
|
|
(1995-2000)
|
|
|
Alan S. Parsow
P.O. Box 182845
Columbus, OH
43218-3035
Age: 63
|
|
|
General Partner,
|
|
|
|
|
Elkhorn
Partners,
|
|
|
|
Indefinite;
|
L.P. (a private
|
|
|
Trustee
|
1987 to
|
investment
|
22
|
|
|
present
|
partnership)
(1989
|
|
|
|
|
present)
|
|
|
33
|
|
|
|
|
Other Public Company
|
|
|
|
|
|
and Investment
|
|
|
Term
of
|
Principal
|
Portfolios
In
|
Company
|
|
Position(s)
|
Office
and
|
Occupation(s)
|
Fund
Complex
|
Directorships Held By
|
|
Held
With
|
Length
of
|
During Past
5
|
Overseen
By
|
Trustee During the
|
Name, Address and Age
|
Fund
|
Time Served
|
Years
|
Trustee*
|
Past 5 Years
|
Thomas F. Robards
P.O. Box 182845
Columbus, OH
43218-3035
Age: 67
|
Trustee
|
Indefinite;
2005 to
present
|
Partner, Robards
&
|
22
|
Overseas Shipholding
Group (energy
transportation);
Ellington Financial LLC
(NYSE listed financial
services), Ellington
Residential Mortgage
REIT (NYSE listed real
estate investment trust)
|
Co. LLC
|
(investment
and
|
advisory
services)
|
(2005-present);
|
Chief
Financial
|
Officer,
American
|
Museum of
Natural
|
History
(2003-
|
2004); Chief
|
Financial
Officer,
|
Datek Online
|
Holdings
(2000-
|
2003);
|
Previously
EVP
|
and CFO
Republic
|
New York
|
Corporation
|
|
|
|
Private Investor
|
|
|
|
|
|
(2003-present);
|
|
|
|
|
|
General Partner,
|
|
|
Michael Seely
|
|
|
Global Multi
|
|
|
P.O. Box 182845
|
Chairman
|
Indefinite;
|
Manager Partners
|
|
|
Columbus, OH
|
and
|
1987 to
|
(1999-2003);
|
22
|
None
|
43218-3035
|
Trustee
|
present
|
President of
|
|
|
Age: 68
|
|
|
Investor Access
|
|
|
|
|
|
Corporation
(1981-
|
|
|
|
|
|
2003)
|
|
|
Interested Trustee**
|
|
|
|
CEO, HSBC
|
|
|
|
|
|
Global Asset
|
|
|
|
|
|
Management
|
|
|
|
|
|
(USA) Inc.
(2011-
|
|
|
|
|
|
Present);
President
|
|
|
|
|
|
and CEO, Fischer
|
|
|
|
|
|
Francis Trees
&
|
|
|
Deborah A.
Hazell
|
|
|
Watts (FFTW)
|
|
|
452 Fifth Avenue
|
|
Indefinite;
|
(investment
|
|
|
New York, NY
10018
|
Trustee
|
2011 to
|
advisor),
February
|
22
|
None
|
Age: 50
|
|
present
|
2008 June
2011;
|
|
|
|
|
|
Client Service,
|
|
|
|
|
|
Business
|
|
|
|
|
|
Development and
|
|
|
|
|
|
Marketing Group,
|
|
|
|
|
|
FFTW (October
|
|
|
|
|
|
1999 February
|
|
|
|
|
|
2008)
|
|
|
*
|
|
Includes the Trust,
the Advisor Trust and the Portfolio Trust.
|
**
|
|
Ms. Hazell is an
interested person of the Trusts, as defined by the 1940 Act, because of
her employment with the Adviser.
|
34
OFFICERS
|
Position(s) Held
|
Term of Office and
|
Principal Occupation(s) During
Past
|
Name, Address and Age
|
With Funds
|
Length of Time Served
|
5 Years
|
Richard A.
Fabietti
|
|
|
Senior
Vice President, Head of
|
452 Fifth Avenue
|
|
|
Product Management, HSBC Global
|
New York, NY
10018
|
President
|
One year; 2004 to
present
|
Asset
Management (USA) Inc. (1998
|
Age:
55
|
|
|
present)
|
Ty Edwards*
|
|
|
Senior
Vice President, Citi Fund
|
3435 Stelzer
Road
|
|
|
Services (2010 present); Director,
|
Columbus, OH
43219-3035
|
Treasurer
|
One year; 2010 to
present
|
Product Management, Columbia
|
Age:
47
|
|
|
Management
(2007
2009)
|
Jennifer A.
English*
|
|
|
|
100 Summer
Street
|
|
|
Senior Vice President,
Regulatory
Administration,
Citi (2005 present)
|
Suite 1500
|
Secretary
|
One year; 2008 to
present
|
Boston, MA 02110
|
|
|
Age:
41
|
|
|
|
Frederick J.
Schmidt*
|
|
|
Director and Chief
Compliance
Officer, CCO
Services, Citi (2004
present)
|
1 Rexcorp Plaza
|
Chief Compliance
|
One year;
|
Uniondale, NY
11556
|
Officer
|
2004 to
present
|
Age:
54
|
|
|
*
Mr. Edwards, Ms. English and Mr. Schmidt are also officers of certain other
investment companies of which Citi (or an affiliate) is the administrator or
sub-administrator.
The Board believes that the
significance of each Trustees experience, qualifications, attributes or skills
is an individual matter (meaning that experience that is important for one
Trustee may not have the same value for another) and that these factors are best
evaluated at the Board level, with no single Trustee, or particular factor,
being indicative of the Boards effectiveness. The Board determined that each of
the Trustees is qualified to serve as a Trustee of the Trust based on a review
of the experience, qualifications, attributes and skills of each Trustee. In
reaching this determination, the Board has considered a variety of criteria,
including, among other things: character and integrity; ability to review
critically, evaluate, question and discuss information provided and exercise
effective business judgment in protecting shareholder interests; and willingness
and ability to commit the time necessary to perform the duties of a Trustee.
Each Trustees ability to perform his or her duties effectively is evidenced by
his or her experience in some of the following fields: management, consulting,
or board experience in the investment management industry; academic positions in
relevant fields; management, consulting, or board experience with public
companies in other fields, non-profit entities or other organizations;
educational background and professional training; and experience as a Trustee of
the Trust. Information indicating the specific experience, skills, attributes
and qualifications of each Trustee, which led to the Boards determination that
the Trustee should serve in this capacity, is provided below.
The Boards Chairman, Mr. Seely, was
previously a general partner of a private investment company, as well as the
president of a shareholder value enhancement firm, which combined investor
relations, finance and strategy. He is a graduate of Dartmouth College and NYU's
graduate business school. Mses. Beck and Huang each have experience managing
risk as well as portfolios of money market and fixed income instruments,
respectively. Ms. Beck has also served as president and trustee of an
unaffiliated mutual fund complex. She has a BA from Tufts University and an MBA
from Columbia University. Ms. Huang has a BA from Princeton University and an
MBA from Columbia University. Ms. Gause has significant experience in the
financial services industry, having served as, among other things, Chief
Executive Officer of Allianz Dresdner Asset Management. In that position, Ms.
Gause was responsible for the day-to-day activities of the investment adviser of
various registered open-end funds. Ms. Gause earned a B.S. in Biology, magna cum
laude, with honors thesis, from Queens College and is a Certified Public
Accountant. Mr. Robards, who is the Trusts audit committee financial expert,
has governance and operating experience in banking, brokerage and specialty
finance companies and serves as a director of several public companies. Mr.
Robards has a BA from Brown University and an MBA from Harvard University. Mr.
Parsow, a graduate of the University of Nebraska, is a general partner of a
private investment partnership and has served as an Independent Trustee since
1987. Ms. Hazell is the Chief Executive Officer of the Adviser and holds a BA in
economics from New York University.
35
COMMITTEES
Audit Committee
The Audit Committee is comprised of all
of the Independent Trustees of the Trusts. The Audit Committee is currently
chaired by Mr. Robards. 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 (i) recommends to the Board of Trustees the
selection, retention, compensation and termination of an independent public
accounting firm; (ii) annually reviews the scope of the proposed audit, the
audit procedures to be utilized and the proposed audit fees; (iii) reviews the
results of the annual audit with the independent auditors; (iv) reviews the
annual financial statements of the Fund with management and the independent
auditors; and (v) reviews the adequacy and effectiveness of internal controls
and procedures with management and the independent auditors. The Audit Committee
met 4 times during the most recent 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 primary purposes of the Valuation and
Investment Oversight Committee are to oversee: (i) Fund management, investment
risk management, performance and brokerage practices relating to the Fund; (ii)
the implementation and operation of the Trusts Valuation Procedures
and
the
amortized cost method of valuation pursuant to Rule 2a-7 under the 1940 Act with
respect to the Money Market Funds; and (iii) the selection process for
investment sub-advisers to series of the Trust. The Valuation and Investment
Oversight Committee met 4 times during the most recent 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; (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
shall recommend any appropriate changes to the full Board; (v) reviews proxy
voting guidelines, policies, and procedures and makes related recommendations to
the Board; (vi) periodically reviews Trustee compensation and shall recommend
any appropriate changes to the Board as a group; and (vii) make recommendations
to the Board regarding 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 5 times during the most recent
fiscal year.
Contracts and Expense
Committee
The Contracts and Expense Committee is
comprised of all of the Independent Trustees of the Trust. The Contracts and
Expense Committee is currently chaired by Ms. Beck. The primary purpose of the
Contracts and Expense Committee is to help ensure that the interests of the Fund
and their shareholders are appropriately served by: (i) agreements and plans to
which the Trust is a party or direct beneficiary; and (ii) expenses payable by
the Trust and its series. The Contracts and Expense Committee met 5 times during
the most recent fiscal year.
36
FUND OWNERSHIP
Listed below for each Trustee is 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 Trusts, as of December 31, 2013. As of the date of this SAI, the Fund has
not commenced operations.
|
|
Aggregate Dollar Range of Equity
|
|
|
Securities in All Registered
|
|
|
Investment Companies Overseen By
|
Name of
Trustee
|
Dollar Range of Equity Securities in the
Fund
|
Trustee in HSBC Family of Funds
|
Non-Interested Trustees
|
Marcia L. Beck
|
None
|
None
|
Susan C. Gause
|
None
|
None
|
Susan S. Huang
|
None
|
None
|
Alan S. Parsow
|
None
|
None
|
Thomas Robards
|
None
|
None
|
Michael Seely
|
None
|
$50,001-$100,000
|
Interested
Trustee
|
Deborak A. Hazell
|
None
|
Over $100,001
|
As of [ ], 2014, the
Trustees and officers of the Trusts as a group beneficially owned less than 1%
of the outstanding shares of the Fund. As of the date of this SAI, the Fund has
not commenced operations.
TRUSTEE AND OFFICER
COMPENSATION
Effective January 1, 2013, the Trusts
pay each Independent Trustee an annual retainer of $100,000. The Trusts pay a
fee of $10,000 for each regular meeting of the Board of Trustees attended and a
fee of $3,000 for each special meeting attended. The Trusts pay each Committee
Chair an annual retainer of $3,000, with the exception of the Chair of the Audit
Committee, who receives a retainer of $6,000. The Trusts also pay Mr. Seely, as
Chairman of the Board, an additional annual retainer of $24,000. In addition,
for time expended on Board duties outside normal meetings, a Trustee is
compensated at the rate of $500 per hour, up to a maximum of $3,000 per day. For
the fiscal year ended October 31, 2013, the following compensation was paid to
the Trustees:
|
Non-Interested Trustees
(1)
|
Compensation From
the
|
Marcia
L.
|
Susan
C.
|
Susan
S.
|
Alan
S.
|
Thomas
F.
|
|
Fund
|
Beck
|
Gause
(2)
|
Huang
|
Parsow
|
Robards
|
Michael Seely
|
Fund
(3)
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
Pension Or
Retirement
|
|
|
|
|
|
|
Benefits Accrued As
Part
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
Of The
Funds Expenses
(4)
|
|
|
|
|
|
|
Estimated Annual
Benefits
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
Upon
Retirement
|
Total Compensation
From
|
|
|
|
|
|
|
Fund and Fund
Complex
(5)
|
$150,000.00
|
$109,417.00
|
$154,000.00
|
$148,250.00
|
$152,000.00
|
$174,000.00
|
Paid To
Trustees
|
|
|
|
|
|
|
(1)
|
|
Ms. Hazell, an Interested Trustee
is not compensated from the Trusts for her service as an Interested
Trustee.
|
(2)
|
|
Ms. Gause was appointed as a
Trustee in June, 2013.
|
(3)
|
|
As of the date of this SAI, the
Fund has not commenced operations.
|
(4)
|
|
The Trusts do not accrue pension
or retirement benefits as part of Fund expenses, and Trustees of the
Trusts are not entitled to retirement benefits upon retirement from the
Board of Trustees.
|
(5)
|
|
For these purposes, the Fund
Complex consisted of 22 Funds of the Trust, the Advisor Trust, and the
Portfolio Trust as of October 31, 2013.
|
37
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 Funds 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 Trusts currently pay Citi
$287,560 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. 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, 2013 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 as set forth
below.
Fund
|
Fee
|
Asia ex-Japan Fund
|
[1.00%]
|
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 [ ], 2015. 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 Adviser or its affiliates may, out
of their own resources, assist in marketing the Funds shares. Without limiting
the foregoing, the Adviser may, out of its own resources and without cost to the
Fund, make both cash and non-cash payments to selected financial intermediaries
for shareholder recordkeeping, processing, accounting and/or other
administrative services in connection with the sale or servicing of shares and
shareholders of 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 percentage of gross sales, a fixed
dollar amount, or a combination of the above. These payments are made by the
Adviser in addition to any 12b-1 fees, shareholder services fees, and/or sales
charges, or portion thereof, that are borne by shareholders and paid to such
financial intermediaries. The making of these payments could create a conflict
of interest for a financial intermediary receiving such payments.
The Advisory Contract for the Fund will
continue in effect through [ ]. Thereafter, the Advisory Contract
will continue in effect with respect to the Fund for successive periods not to
exceed one (1) year, 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.
38
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.
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 0.20% and
0.10% of the Funds average daily net assets attributable to Class A and Class I
Shares, respectively.
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 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 appropriate Trusts Board of Trustees.
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 the
Subadviser is 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 relevant Fund.
HSBC Global Asset Management (Hong
Kong) Limited, a registered investment adviser and an affiliate of the Adviser,
serves as the investment subadviser of the Fund pursuant to an investment
sub-advisory agreement (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 December 31, 2013, AMHK managed
approximately $60.2 billion in assets.
39
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 [ ], 2013,
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
As of the date of this SAI, the Fund
has not commenced operations, and the portfolio managers did not beneficially
own shares of the Fund.
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.
HSBC Global Asset Management
(Hong Kong) Limited (Subadviser to the Fund)
|
|
Number of Other Accounts
Managed
and Total Assets by Account Type (in millions)
|
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
|
Husan Pai
|
|
|
|
|
|
|
|
|
|
|
|
|
Elina Fung
|
|
|
|
|
|
|
|
|
|
|
|
|
Alex Kwan
|
|
|
|
|
|
|
|
|
|
|
|
|
40
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.
41
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 AMFR) 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.
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.
42
THE DISTRIBUTOR
Foreside Distribution Services, L.P., a
member of FINRA, whose address 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 Agreement. 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.
The Distributor may enter into
agreements with selected broker-dealers, banks or other financial intermediaries
for distribution of shares of the Fund. 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
and may receive shareholder service or other fees from parties other than the
Distributor. These financial intermediaries may otherwise act as processing
agents and are responsible for promptly transmitting purchase, redemption and
other requests to the Fund.
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. The Adviser
pays the Distributor a fee for certain distribution-related services.
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 their shareholders.
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. 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.
43
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 Trusts. 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 dated as of July 1, 2005, as amended on June 4, 2007 and January 1, 2009, 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 dated January 1, 2009 (the Master Services Agreement), the
Administrator has retained Citi, whose address is 3435 Stelzer Road, Columbus,
Ohio 43219-3035, 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 Trusts and the Fund. Citis services also include
certain regulatory and compliance services, as well as fund accounting and
transfer agency services. The Administrator and Citi provide certain persons
satisfactory to the Boards of Trustees to serve as officers of the Trusts. Such
officers, as well as certain other employees of the Trusts, 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
was renewed for the one (1) year period ending December 31, 2014, and may be
terminated upon not more than 60 days written notice by either party. The
Agreement provides that the Administrator shall not be liable to the Trusts
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 Trusts 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
|
0.0550%
|
$10 billion - $20 billion
|
0.0350%
|
$20 billion - $50
billion
|
0.0275%
|
In excess of $50 billion
|
0.0250%
|
The sub-administration fee primarily
consists of an asset-based fee payable
to Citi 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
|
0.0350%
|
$10 billion - $20 billion
|
0.0150%
|
$20 billion - $50
billion
|
0.0075%
|
In excess of $50 billion
|
0.0050%
|
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 is allocated to each of
the Fund 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.
44
TRANSFER AGENT
Under the Master Services Agreement,
Citi 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 Citi is 3435 Stelzer Road, Columbus, OH
43219.
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.
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
Fund 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.
45
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.
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 each
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 that the Exchange, as well as the Hong Kong Stock Exchange, the Shanghai Stock Exchange, the Taiwan Stock Exchange and the Korea Exchange, are open. The Exchange is
generally not open, and the Fund do not price their shares, on most U.S.
national holidays and on Good Friday. The Hong Kong Exchange, the Shanghai Stock Exchange, the
Taiwan Stock Exchange and the Korea Exchange are generally not open, and the
Fund does not price its shares, on Hong Kong, Chinese, Taiwan and Korean holidays
(Hong Kong holidays for 2014 include: [ ]; Chinese holidays for 2014 include: [ ];
Taiwan holidays for 2014 include: [ ]; and Korean holidays for 2014 include: [ ]).
Investments of the Fund for which there
are readily available and reliable market quotes or for which independent
pricing service pricing is appropriate are valued as follows:
General
|
Ø
|
|
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 the Fund business day. Any securities and
other investments that cannot be priced according the methodologies set
forth below will be valued in accordance with fair valuation methodologies
set forth in the Prospectuses 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
|
Ø
|
|
Exchange traded,
domestic equity securities are valued at the last sales price on a
national securities exchange or, in the absence of recorded sales, at the
readily available closing bid price on such exchange.
|
|
|
|
|
|
|
|
Ø
|
|
Domestic equity
securities that are not traded on an exchange are valued at the quoted bid
price in the over-the-counter market.
|
|
46
|
Ø
|
|
Exchange traded, foreign equity securities are valued in the
appropriate currency at the last quoted sale price.
|
|
|
|
|
|
|
|
Ø
|
|
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.
|
|
Debt securities
|
Ø
|
|
Debt
securities with remaining maturities of less than 60 days may be valued at
amortized cost or at original cost plus interest.
|
|
|
|
|
|
|
|
Ø
|
|
Other
debt securities are valued at the bid price as of the time NAV is
determined, as determined by a pricing service that determines valuations
based upon 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 or exchange or
over-the-counter prices.
|
|
Registered investment
companies
|
Ø
|
|
Shares
of exchange traded and closed-end registered investment companies are
valued in the same manner as other equity securities.
|
|
|
|
|
|
|
|
Ø
|
|
Mutual
funds are valued at their NAVs, as reported to the investment adviser or
its agent.
|
|
Foreign currencies
|
Ø
|
|
Foreign
currencies are valued at the last quoted foreign exchange bid quotation
against the U.S. dollar from an approved independent pricing
service.
|
|
|
|
|
|
|
|
Ø
|
|
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 latest foreign exchange bid quotation.
|
|
Futures contracts
|
Ø
|
|
Futures
contracts are valued at their settlement price on the exchange on which
they are traded.
|
|
Foreign currency forward
contracts
|
Ø
|
|
Foreign
currency forward contracts are valued at the current days interpolated
foreign exchange rate, as calculated using the current days spot rate,
and the thirty, sixty, ninety and one-hundred eighty day 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), as provided by an approved
independent pricing service.
|
|
Repurchase
agreements
|
Ø
|
|
Repurchase agreements are valued at original cost.
|
|
47
Derivatives
|
Ø
|
|
Swap
Agreements (other than equity index swaps) are valued:
|
|
|
|
|
|
|
|
|
|
(a)
|
using a valuation provided by an approved
independent pricing service.
|
|
|
|
|
|
|
|
|
|
|
(b)
|
in the absence of such a valuation, the
price at which the counterparty would settle or repurchase the
instrument.
|
|
|
|
|
|
|
|
|
|
|
(c)
|
if a price is not available from an approved
pricing agent or counterparty, based upon quotations obtained from
broker-dealers or market makers.
|
|
|
|
|
|
|
|
|
|
|
|
|
(i)
|
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.
|
|
|
|
|
|
|
|
|
|
|
|
|
(ii)
|
If prices are available from only one
dealer, broker or market maker, the value shall be the quotation
provided.
|
|
Equity index swap contracts are valued
at the closing price of the respective index mathematically based on prices for
the indexs constituent securities provided by one or more independent pricing
services.
|
Ø
|
|
Other
over the counter (OTC) traded derivatives.
|
|
|
|
|
|
|
|
|
|
(a)
|
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
supplied by an approved independent pricing service.
|
|
|
|
|
|
|
|
|
|
|
(b)
|
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 (who may also be the
counterparty).
|
|
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 the 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.
48
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 have 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
Trusts with such assets. Assets purchased by the Fund 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 contain 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 their shareholders.
Stock certificates will not be issued
with respect to the shares. The Transfer Agent shall keep accounts upon the book
of each 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 the Fund
may exchange some or all of his Shares for shares of a corresponding class of
one or more of the HSBC Funds.
49
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.
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.
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 182845, Columbus, Ohio 43218-2845 or by calling 1-800-782-8183.
50
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.
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
|
|
|
Percentage of
Offering
|
Percentage of Net
Amount
|
Size of
Transaction at Offering Price
|
Price
|
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 Trusts, (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.
51
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 Fund of the
Trusts 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.
52
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.
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.
53
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.
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.
54
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 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 the Fund.
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 TRUST
The Trusts 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 changing the
proportionate beneficial interests in the Trust. The shares of each series
participate equally in the earnings, dividends and assets of the particular
series. Currently, the Trusts have 21 series of shares. Each separate series of the
Trusts constitutes a separately managed Fund. The Trusts reserve the right to
create additional series of shares. Currently, the Fund issues separate classes
of shares as described under General Information.
Each share of each class of the Fund,
if applicable, represents an equal proportionate interest in the Fund with each
other share. Shares have no preference, preemptive, conversion or similar
rights. Shares when issued are fully paid and non-assessable, except as set
forth below. Shareholders are entitled to one vote for each share held on
matters on which they are entitled to vote. 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. 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: (a) each class shall have a different designation; (b)
each class of shares shall bear any class expenses; and (c) each class shall
have exclusive voting rights on any matter submitted to shareholders that relates solely to its
distribution arrangement, and 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.
55
Under the Trusts Declaration of Trust,
the Trust is not required to hold annual meetings of Fund shareholders to elect
Trustees or for other purposes. It is not anticipated that either the Trust will
hold shareholders meetings unless required by law or its respective Declaration
of Trust. In this regard, the Trust will be required to hold a meeting to elect
Trustees (i) to fill any existing vacancies on the Board if after filling the
vacancy, less than two-thirds of the Trustees then holding office would have
been elected by shareholders; or (ii) if, at any time, fewer than a majority of
the Trustees have been elected by the shareholders of the Trust. In addition,
the Trusts Declaration of Trust provides that the holders of not less than
two-thirds of the outstanding shares of the Trust may remove persons serving as
Trustee either by declaration in writing or at a meeting called for such
purpose. The Trustees are required to call a meeting for the purpose of
considering the removal of persons serving as Trustee if requested in writing to
do so by the holders of not less than 10% of the outstanding shares of the
Trust.
The Trusts shares do not have
cumulative voting rights, so that the holders of more than 50% of the
outstanding shares may elect the entire Board of Trustees, in which case the
holders of the remaining shares would not be able to elect any Trustees.
Shareholders of the Fund have under
certain circumstances (e.g., upon application and submission of certain
specified documents to the Trustees by a specified number of shareholders) the
right to communicate with other shareholders of the Trust in connection with
requesting a meeting of shareholders of the Trust for the purpose of removing
one or more Trustees. Shareholders of the Trust also have the right to remove
one or more Trustees without a meeting by a declaration in writing subscribed to
by a specified number of shareholders. Upon liquidation or dissolution of the
Fund, shareholders of the Fund would be entitled to share pro rata in the net
assets of the Funds available for distribution to shareholders.
The Trusts Declaration of Trust
provides that, at any meeting of shareholders of the Fund or the Trust, a
Shareholder Servicing Agent may vote any shares as to which such Shareholder
Servicing Agent is the agent of record and which are otherwise not represented
in person or by proxy at the meeting, proportionately in accordance with the
votes cast by holders of all shares otherwise represented at the meeting in
person or by proxy as to which such Shareholder Servicing Agent is the agent of
record. Any shares so voted by a Shareholder Servicing Agent will be deemed
represented at the meeting for purposes of quorum requirements.
The Trust is an entity of the type
commonly known as a Massachusetts business trust. Under Massachusetts law,
shareholders of such a business trust may, under certain circumstances, be held
personally liable as partners for its obligations. However, the risk of a
shareholder incurring financial loss on account of shareholder liability is
limited to circumstances in which both inadequate insurance existed and the
Trust itself was unable to meet its obligations.
OWNERSHIP OF THE FUND
As of [ ], 2014, the Fund had not
commenced operations.
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.
56
TAX STATUS OF THE FUND
The Fund each intend 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.
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
during such years. To avoid application of the excise tax, the Fund 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 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.
57
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 Funds investing in bonds and other debt
instruments will not generally qualify for the lower rates. Therefore, the Fund
do not expect to have significant amounts of qualifying dividends. 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 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 federal income tax rate is generally 15% or 20%,
depending on whether the shareholders income exceeds certain threshold amounts.
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.
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
1
st
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.
58
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. Taxation of a shareholder who, as to the United States, is a
nonresident alien individual, foreign trust or estate, 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 through October 31, 2014. 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 distributions (e.g. interest from non-U.S. sources or any foreign
currency gains) would be ineligible for this potential exemption from
withholding. There can be no assurance as to whether or not legislation will be
enacted to extend this exemption.
Effective July 1, 2014, the Fund will
be required to withhold U.S. tax (at a 30% rate) on payments of taxable
dividends and (effective January 1, 2017) 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 at a price lower than
the stated redemption price at maturity 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.
59
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.
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.
60
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.
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.
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 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.
61
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 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
Trust was Fund Trust. Prior to April 12, 2001, the name of the Trust was
Republic Funds. Prior to February 28, 2012, the name of the 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 Boards 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 class or series will not alter the rights of the Fund
shareholders. When issued, shares are fully paid, nonassessable, redeemable and
freely transferable. Shares do not have preemptive rights or subscription
rights. In the event of a liquidation of the Fund, each shareholder is entitled
to receive his pro rata share of the net assets of the Fund.
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM
The Board of Trustees has appointed
[ ] as the independent registered public accounting firm
of the Trust for the fiscal year ending October 31, 2014.
[ ] will audit the Trusts annual financial statements,
prepare the Trusts income tax returns, and assist in the filings with the SEC.
[ ]s address is [ ].
62
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.
Blank Rome LLP, 405 Lexington Avenue, New York, New York 10174, 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 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 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
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
As of the date of this SAI, the Fund
had 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 182845, Columbus, Ohio 43218-2845.
GENERAL AND ACCOUNT INFORMATION: (800)
782-8183 (TOLL/FREE)
63
PART C
Other Information
ITEM 28. EXHIBITS
(a)(1) Amended and Restated Declaration
of Trust, dated July 1, 1987, with establishments and designations of series and
further amendments. (1)
(a)(2) Establishment and designation of
series, dated April 29, 1996, for HSBC Investor Overseas Equity Fund and HSBC
Investor Opportunity Fund. (2)
(a)(3) Establishment and designation of
series, dated August 3, 1998, for HSBC Investor Prime Money Market Fund.
(3)
(a)(4) Establishment and designation of
series, dated May 8, 2000, for HSBC Investor Mid-Cap Fund. (3)
(a)(5) Establishment and designation of
series, dated October 2000, for HSBC Investor Intermediate Fixed Income Duration
Fund, and HSBC Investor California Tax-Free Money Market Fund. (4)
(a)(6) Establishment and designation of
series, dated October 2000, for HSBC Investor U.S. Treasury Money Market Fund.
(4)
(a)(7) Establishment and designation of
series for HSBC Investor Growth Fund, HSBC Investor Value Fund and HSBC Investor
U.S. Treasury Obligations Money Market Fund. (6)
(a)(8) Establishment and designation of
series, dated December 15, 2003, for HSBC Investor Tax-Free Money Market Fund.
(7)
(a)(9) Establishment and designation of
series for Aggressive Strategy Fund, Moderate Strategy Fund, Balanced Strategy
Fund and Conservative Strategy Fund. (8)
(a)(10) Establishment and designation
of series, dated June 14, 2005, for HSBC Investor High Yield Fixed Income Fund.
(10)
(a)(11) Amendment to Amended and
Restated Declaration of Trust, dated September 26, 2005, renaming the HSBC
Investor High Income Fund as the HSBC Investor High Yield Fixed Income Fund.
(13)
(a)(12) Amendment to the Amended and
Restated Declaration of Trust, dated December 12, 2005, establishing HSBC
Investor Short Duration Fixed Income Fund and renaming the HSBC Investor Limited
Maturity Fund and HSBC Investor Bond Fund as the HSBC Investor Intermediate
Duration Fixed Income Fund and HSBC Investor Core Plus Fixed Income Fund,
respectively. (11)
(a)(13) Establishment and designation
of series for HSBC Emerging Markets Debt Fund. (14)
(a)(14) Establishment and designation
of series, dated March 29, 2007, for HSBC Investor BRIC Equity Fund, HSBC
Investor China Equity Fund and HSBC Investor India Equity Fund. (16)
(a)(15) Establishment and designation
of series, dated April 1, 2008, for HSBC Investor Climate Change Fund.
(20)
(a)(16) Amendment to the Amended and
Restated Declaration of Trust, dated June 17, 2008, redesignating the HSBC
Investor Money Market Fund as the HSBC Investor Prime Money Market Fund.
(21)
(a)(17) Amendment to the Amended and
Restated Declaration of Trust, dated May 10, 2010, redesignating the HSBC
Investor LifeLine Funds as the HSBC Investor World Selection Funds, and the HSBC
Investor Cash Management Fund as the HSBC Investor U.S. Treasury Obligations
Money Market Fund. (26)
(a)(18) Establishment and designation
of series, dated May 10, 2010, for HSBC Emerging Markets Local Debt Fund.
(26)
(a)(19) Amendment to the Amended and
Restated Declaration of Trust, dated September 13, 2010, removing the HSBC
Investor Mid-Cap Fund. (26)
(a)(20) Amendment to the Amended and
Restated Declaration of Trust, dated June 14, 2011, removing the HSBC Investor
Climate Change Fund, redesignating the HSBC Investor Global Emerging Markets
Local Debt Fund as the HSBC Emerging Markets Local Debt Fund, and the HSBC
Investor Global Emerging Markets Fixed Income Fund as the HSBC Emerging Markets
Debt Fund, and establishing and designating the series for the Risk Managed
Fund, the HSBC Emerging Markets Equity Fund, and the HSBC Frontier Markets Fund.
(29)
(a)(21) Amendment to the Amended and
Restated Declaration of Trust, dated December 16, 2011, redesignating the HSBC
Investor New York Tax-Free Money Market Fund as the HSBC New York Tax-Free Money
Market Fund, the HSBC Investor Prime Money Market Fund as the HSBC Prime Money
Market Fund, the HSBC Investor Tax-Free Money Market Fund as the HSBC Tax-Free
Money Market Fund, the HSBC Investor U.S. Government Money Market Fund as the
HSBC U.S. Government Money Market Fund, the HSBC Investor U.S. Treasury Money
Market Fund as the HSBC U.S. Treasury Money Market Fund, the HSBC Investor
Growth Fund as the HSBC Growth Fund, the HSBC Investor Opportunity Fund as the
HSBC Opportunity Fund, the HSBC Investor BRIC Equity Fund as the HSBC BRIC
Equity Fund, the HSBC Investor China Equity Fund as the HSBC China Equity Fund,
the HSBC Investor India Equity Fund as the HSBC India Equity Fund, the HSBC
Investor U.S. Treasury Obligations Money Market Fund as the HSBC U.S. Treasury
Obligations Money Market Fund, and the HSBC Investor Short Duration Fixed Income
Fund as the HSBC Short Duration Fixed Income Fund; and establishing and
designating the series for the HSBC RMB Currency Fund, HSBC Total Return Fund,
Income Strategy Fund, and HSBC RMB Fixed Income Fund. (35)
(a)(22) Amendment to the Amended and
Restated Declaration of Trust, dated April 3, 2012, removing the HSBC Investor
Value Fund, the HSBC Investor International Equity Fund, and the HSBC Investor
Overseas Equity Fund. (34)
(a)(23) Amendment to the Amended and
Restated Declaration of Trust dated March 11, 2014 establishing and designating
the series for the HSBC Asia ex-Japan Smaller Companies Equity Fund. (Filed
herewith)
(b) Amended and Restated By-Laws.
(37)
(c) Specimen certificate of shares of
beneficial interest of HSBC Funds. (1)
(d)(1)(i) Amended and Restated Master
Investment Advisory Contract dated December 2001, between HSBC Portfolios and
HSBC Global Asset Management (USA) Inc. (12)
(d)(1)(ii) Investment Advisory Contract
Supplement regarding HSBC Short Duration Portfolio. (11)
(d)(1)(iii) Investment Advisory
Contract Supplement regarding HSBC Opportunity Portfolio. (12)
(d)(1)(iv) Investment Advisory Contract
Supplement dated December 13, 2004, regarding HSBC Growth Portfolio. (23)
(d)(2)(i) Amended and Restated Master
Investment Advisory Contract, dated March 1, 2001, between HSBC Funds and HSBC
Global Asset Management (USA) Inc. (5)
(d)(2)(ii) Investment Advisory Contract
Supplements dated December 13, 2004, regarding HSBC Prime Money Market Fund,
HSBC U.S. Government Money Market Fund and HSBC New York Tax Free Money Market
Fund. (23)
(d)(2)(iii) Investment Advisory
Contract Supplement dated December 13, 2004, regarding HSBC U.S. Treasury
Obligations Money Market Fund. (23)
(d)(2)(iv) Investment Advisory Contract
Supplement dated December 13, 2004, regarding HSBC Tax-Free Money Market Fund.
(23)
(d)(2)(v) Investment Advisory Contract
Supplement dated June 12, 2007, regarding HSBC BRIC Equity Fund, HSBC China
Equity Fund and HSBC India Equity Fund. (17)
(d)(2)(vi) Investment Advisory Contract
Supplement dated December 14, 2009, regarding HSBC Emerging Markets Debt Fund.
(25)
(d)(2)(vii) Investment Advisory
Contract Supplement dated December 14, 2009, regarding HSBC Emerging Markets
Local Debt Fund. (25)
(d)(2)(viii) Investment Advisory
Contract Supplement dated February 28, 2011, regarding Risk Managed Fund. (35)
(d)(2)(ix) Investment Advisory Contract
Supplement dated June 13, 2011, regarding HSBC Emerging Markets Equity Fund.
(35)
(d)(2)(x) Investment Advisory Contract
Supplement dated June 13, 2011, regarding HSBC Frontier Markets Fund. (35)
(d)(2)(xi) Investment Advisory Contract
Supplements dated September 30, 2011, regarding Aggressive Strategy Fund and
Conservative Strategy Fund. (35)
(d)(2)(xii) Investment Advisory
Contract Supplements dated October 14, 2011, regarding Moderate Strategy Fund
and Balanced Strategy Fund. (35)
(d)(2)(xiii) Investment Advisory
Contract Supplement dated November 29, 2011 regarding HSBC RMB Currency Fund.
(35)
(d)(2)(xiv) Investment Advisory
Contract Supplement dated November 29, 2011, regarding HSBC Total Return Fund.
(33)
(d)(2)(xv) Investment Advisory Contract
Supplement dated December 16, 2011, regarding Income Strategy Fund. (35)
(d)(2)(xvi) Investment Advisory
Contract Supplement dated December 16, 2011 regarding HSBC RMB Fixed Income
Fund. (35)
(d)(2)(xvii) Form of Investment Advisory
Contract Supplement dated March 11, 2014 regarding HSBC Asia ex-Japan Smaller
Companies Equity Fund. (Filed herewith)
(d)(3) Subadvisory Agreement, dated
June 30, 2008, between Westfield Capital Management L.P. and HSBC Global Asset
Management (USA) Inc. regarding HSBC Opportunity Portfolio. (22)
(d)(4) Subadvisory Agreement, dated
December 26, 2008, between Winslow Capital Management, LLC (formerly Winslow
Capital Management, Inc.) and HSBC Global Asset Management (USA) Inc. regarding
HSBC Growth Portfolio. (22)
(d)(5) Form of Sub-Advisory Agreement
Between HSBC Global Asset Management (USA) Inc. and HSBC Global Asset Management
(Hong Kong) Limited regarding HSBC China Equity Fund. (19)
(d)(6) Form of Sub-Advisory Agreement
between HSBC Global Asset Management (USA) Inc. and HSBC Global Asset Management
(Singapore) Limited regarding HSBC India Equity Fund. (19)
(d)(7) Sub-Advisory Agreement, dated
June 12, 2007, between HSBC Global Asset Management (USA) Inc. and HSBC Global
Asset Management (France) regarding HSBC BRIC Equity Fund. (18)
(d)(8) Sub-Advisory Agreement, dated
February 28, 2011, between HSBC Global Asset Management (USA) Inc. and HSBC
Global Asset Management (France), regarding Risk Managed Fund. (34)
(d)(9) Sub-Advisory Agreement, dated
July 8, 2011, between HSBC Global Asset Management (USA) Inc. and HSBC Global
Asset Management (UK) Limited, regarding HSBC Frontier Markets Fund and HSBC
Emerging Markets Equity Fund. (35)
(d)(10) Sub-Advisory Agreement, dated
November 29, 2011, between HSBC Global Asset Management (USA) Inc. and HSBC
Global Asset Management (Hong Kong) Limited, regarding HSBC RMB Currency Fund.
(34)
(d)(11) Sub-Advisory Agreement, dated
December 16, 2011, between HSBC Global Asset Management (USA) Inc. and HSBC
Global Asset Management (Hong Kong) Limited, regarding HSBC RMB Fixed Income
Fund. (34)
(d)(12) Form of Sub-Advisory Agreement,
dated March 11, 2014, between HSBC Global Asset Management (USA) Inc. and HSBC
Global Asset Management (Hong Kong) Limited, regarding HSBC Asia ex-Japan
Smaller Companies Equity Fund. (Filed herewith)
(e)(1) Form of Selling Agreement. (37)
(e)(2) Form of Dealer Agreement.
(37)
(e)(3) Distribution Agreement, dated
March 31, 2009, between HSBC Funds and Foreside Distribution Services, L.P.
(24)
(f) Not applicable.
(g)(1)(i) Custodian Agreement, dated
February 1, 2007, between HSBC Portfolios and The Northern Trust Company on
behalf of the HSBC Funds. (15)
(g)(1)(ii) Amended Schedule B-1, dated
February 28, 2012, to the Custodian Agreement between HSBC Portfolios and The
Northern Trust Company on behalf of the HSBC Funds. (35)
(g)(2)(i) Custodian Agreement, dated
November 1, 2006, between HSBC Funds and The Northern Trust Company on behalf of
the various series of HSBC Funds. (15)
(g)(2)(ii) Amended Schedule B, dated
February 28, 2012, to the Custodian Agreement between HSBC Funds and The
Northern Trust Company on behalf of the various series of HSBC Funds. (35)
(h)(1) Service Agreement. (1)
(h)(2)(i) Amended and Restated
Operational Support Services Agreement, dated December 16, 2008, between HSBC
Global Asset Management (USA) Inc. and HSBC Funds on behalf of its series, HSBC
Prime Money Market Fund, HSBC U.S. Government Money Market Fund, HSBC U.S.
Treasury Money Market Fund, HSBC U.S. Treasury Obligations Money Market Fund and
HSBC Tax-Free Money Market Fund. (21)
(h)(2)(ii) Support Services Agreement,
dated December 14, 2009, between HSBC Global Asset Management (USA) Inc. and
HSBC Funds on behalf of its series, HSBC Emerging Markets Debt Fund and HSBC
Emerging Markets Local Debt Fund. (25)
(h)(2)(iii) Support Services Agreement,
dated June 14, 2011, between HSBC Global Asset Management (USA) Inc. and HSBC
Funds on behalf of its series HSBC Emerging Markets Equity Fund.
(29)
(h)(2)(iv) Support Services Agreement,
dated September 20, 2011, between HSBC Global Asset Management (USA) Inc. and
HSBC Funds on behalf of its series HSBC Frontier Markets Fund. (30)
(h)(2)(v) Support Services Agreement,
dated December 16, 2011, between HSBC Global Asset Management (USA) Inc. and
HSBC Funds on behalf of its series HSBC RMB Fixed Income Fund. (35)
(h)(2)(vi) Support Services Agreement,
dated November 29, 2011, between HSBC Global Asset Management (USA) Inc. and
HSBC Funds on behalf of its series HSBC Total Return Fund. (33)
(h)(2)(vii) Form of Support Services
Agreement, dated March 11, 2014, between HSBC Global Asset Management (USA) Inc.
and HSBC Funds on behalf of its series HSBC Asia ex-Japan Smaller Companies
Equity Fund. (Filed herewith)
(h)(3)(i) Second Amended and Restated
Master Services Agreement, dated January 1, 2009, among Citi Fund Services Ohio,
Inc., HSBC Funds, HSBC Portfolios and HSBC Advisor Funds Trust. (22)
(h)(3)(ii) Amendment to the Second
Amended and Restated Master Services Agreement, dated January 1, 2009.
(22)
(h)(3)(iii) Amendment to the Second
Amended and Restated Master Services Agreement, dated September 14, 2009.
(23)
(h)(3)(iv) Amendment to the Second
Amended and Restated Master Services Agreement, dated December 1, 2010.
(27)
(h)(4)(i) Amended and Restated Omnibus
Fee Agreement, dated January 1, 2009, among Citi Fund Services Ohio Inc., Citi
Fund Services (Cayman) Limited, HSBC Funds, HSBC Portfolios and HSBC Advisor
Funds Trust. (23)
(h)(4)(ii) Amendment to the Amended and
Restated Omnibus Fee Agreement, dated September 14, 2009. (23)
(h)(4)(iii) Amendment to the
Amended and Restated Omnibus Fee Agreement, dated December 1, 2010. (27)
(h)(4)(iv) Amendment to the Amended and Restated Omnibus Fee Agreement, dated
January 1, 2011. (27)
(h)(4)(v) Amendment to the Amended and Restated Omnibus
Fee Agreement, dated January 1, 2011. (35)
(h)(5)(i) Expense Limitation
Agreement, effective March 1, 2014, for the HSBC Funds. (38)
(h)(5)(ii) Expense Limitation
Agreement, effective March 1, 2014, for the HSBC Funds and HSBC Advisor Funds
Trust. (38)
(h)(5)(iii) Form of Expense Limitation
Agreement between HSBC Global Asset Management (USA) Inc. and HSBC Funds on
behalf of its series HSBC Asia ex-Japan Smaller Companies Equity Fund. (Filed
herewith)
(h)(6)(i) Administration Services
Agreement, dated July 1, 2005, between HSBC Global Asset Management (USA) Inc.
and HSBC Funds. (11)
(h)(6)(ii) Amendment to Administration
Services Agreement, dated June 4, 2007, between HSBC Global Asset Management
(USA) Inc. and HSBC Funds. (17)
(h)(7) Sub-Administration Services
Agreement, dated January 1, 2009, between Citi Fund Services Ohio, Inc. and HSBC
Global Asset Management (USA) Inc. (22)
(h)(8) Amended and Restated Compliance
Services Agreement, dated January 1, 2009, among HSBC Portfolios, HSBC Funds,
HSBC Advisor Funds Trust and Citi Fund Services Ohio, Inc. (22)
(h)(9) Amended and Restated Rule 22c-2
Services Agreement, dated January 1, 2009, among HSBC Funds, HSBC Advisor Funds
Trust and Citi Fund Services Ohio, Inc. (22)
(i) Not applicable.
(j)(1) Power of Attorney dated March
11, 2014. (Filed herewith)
(k) Not applicable.
(l) Not applicable.
(m)(1) Amended and Restated Master
Distribution Plan relating to Class A Shares, dated April 41, 2013.
(38)
(m)(2) Amended and Restated Master
Distribution Plan relating to Class B Shares, dated April 41, 2013.
(38)
(m)(3) Amended and Restated Master
Distribution Plan relating to Class C Shares, dated April 41, 2013.
(38)
(m)(4) Amended and Restated Master
Distribution Plan relating to Class D Shares, dated April 41, 2013.
(38)
(n)(1) Amended and Restated Multiple
Class Plan. (38)
(o) Reserved.
(p)(1) Code of Ethics for HSBC Funds,
HSBC Advisor Funds Trust, and HSBC Portfolios. (21)
(p)(2) Amended Code of Ethics for HSBC
Global Asset Management (USA) Inc., HSBC Global Asset Management (Hong Kong)
Limited, and HSBC Global Asset Management (Singapore) Limited. (13)
(p)(3) Amended Code of Ethics for
Winslow Capital Management, LLC (formerly Winslow Capital Management, Inc.)
(35)
(p)(4) Amended Code of Ethics for Citi
Fund Services Ohio, Inc. (37)
(p)(5) Amended Code of Ethics for
Westfield Capital Management Company, L.P. (35)
(p)(6) Code of Ethics for HSBC Global
Asset Management (France). (20)
(p)(7) Code of Ethics for HSBC Global
Asset Management (UK) Limited (28)
*******************
(1) Incorporated herein by reference
from post-effective amendment No. 35 to the registration statement on Form N-1A
of the Registrant (File No. 33-7647) (the Registration Statement) as filed
with the Securities and Exchange Commission (the SEC) on January 24,
1996.
(2) Incorporated herein by reference
from post-effective amendment No. 39 to the Registration Statement as filed with
the SEC on June 17, 1996.
(3) Incorporated herein by reference
from post-effective amendment No. 69 to the Registration Statement as filed with
the SEC on June 30, 2000.
(4) Incorporated herein by reference
from post-effective amendment No. 74 to the Registration Statement as filed with
the SEC on December 28, 2000.
(5) Incorporated herein by reference
from post-effective amendment No. 77 to the Registration Statement as filed with
the SEC on January 30, 2002.
(6) Incorporated herein by reference
from post-effective amendment No. 82 to the Registration Statement filed with
the SEC on August 8, 2003.
(7) Incorporated herein by reference
from post-effective amendment No. 84 to the Registration Statement as filed with
the SEC on December 15, 2003.
(8) Incorporated herein by reference
from post-effective amendment No. 89 to the Registration Statement as filed with
the SEC on November 17, 2004.
(9) Incorporated herein by reference
from post-effective amendment No. 90 to the Registration Statement as filed with
the SEC on December 30, 2004.
(10) Incorporated herein by reference
from post-effective amendment No. 92 to the Registration Statement as filed with
the SEC on June 15, 2005.
(11) Incorporated herein by reference
from post-effective amendment No. 94 to the Registration Statement as filed with
the SEC on December 14, 2005.
(12) Incorporated herein by reference
from post-effective amendment No. 7 to the Registration Statement of HSBC
Investor Portfolios as filed with the SEC on January 30, 2002.
(13) Incorporated herein by reference
from post-effective amendment No. 95 to the Registration Statement as filed with
the SEC on February 28, 2006.
(14) Incorporated herein by reference
from post-effective amendment No. 96 to the Registration Statement as filed with
the SEC on May 30, 2006.
(15) Incorporated herein by reference
from post-effective amendment No. 104 to the Registration Statement as filed
with the SEC on February 28, 2007.
(16) Incorporated herein by reference
from post-effective amendment No. 105 to the Registration Statement as filed
with the SEC on April 13, 2007.
(17) Incorporated herein by reference
from post-effective amendment No. 107 to the Registration Statement as filed
with the SEC on June 29, 2007.
(18) Incorporated herein by reference
from post-effective amendment No. 108 to the Registration Statement as filed
with the SEC on January 16, 2008.
(19) Incorporated herein by reference
from post-effective amendment No. 110 to the Registration Statement as filed
with the SEC on March 28, 2008.
(20) Incorporated herein by reference
from post-effective amendment No. 111 to the Registration Statement as filed
with the SEC on April 4, 2008.
(21) Incorporated herein by reference
from post-effective amendment No. 112 to the Registration Statement as filed
with the SEC on December 29, 2008.
(22) Incorporated herein by reference
from post-effective amendment No. 113 to the Registration Statement as filed
with the SEC on February 27, 2009.
(23) Incorporated herein by reference
from post-effective amendment No. 115 to the Registration Statement as filed
with the SEC on October 2, 2009.
(24) Incorporated herein by reference
from post-effective amendment No. 118 to the Registration Statement as filed
with the SEC on December 16, 2009.
(25) Incorporated herein by reference
from post-effective amendment No. 123 to the Registration Statement as filed
with the SEC on March 1, 2010.
(26) Incorporated herein by reference
from post-effective amendment No. 125 to the Registration Statement as filed
with the SEC on January 7, 2011.
(27) Incorporated herein by reference
from post-effective amendment No. 126 to the Registration Statement as filed
with the SEC on February 14, 2011.
(28) Incorporated herein by reference
from post-effective amendment No. 132 to the Registration Statement as filed
with the SEC on April 20, 2011.
(29) Incorporated herein by reference
from post-effective amendment No. 134 to the Registration Statement as filed
with the SEC on July 5, 2011.
(30) Incorporated herein by reference
from post-effective amendment No. 141 to the Registration Statement as filed
with the SEC on October 24, 2011.
(31) Incorporated herein by reference
from post-effective amendment No. 144 to the Registration Statement as filed
with the SEC on January 6, 2012.
(32) Incorporated herein by reference
from post-effective amendment No. 147 to the Registration Statement as filed
with the SEC on January 27, 2012.
(33) Incorporated herein by reference
from post-effective amendment No. 150 to the Registration Statements a filed
with the SEC on February 15, 2012.
(34) To be filed by
amendment.
(35) Incorporated herein by reference
from post-effective amendment No. 152 to the Registration Statement as filed
with the SEC on February 28, 2012.
(36) Incorporated herein by reference
from post-effective amendment No. 155 to the Registration Statement as filed
with the SEC on April 11, 2012.
(37) Incorporated herein by reference
from post-effective amendment No. 161 to the Registration Statement as filed
with the SEC on February 28, 2013.
(38) Incorporated herein by reference
from post-effective amendment No. 163 to the Registration Statement as filed
with the SEC on February 28, 2014.
ITEM 29. PERSONS CONTROLLED BY OR UNDER
COMMON CONTROL WITH REGISTRANT
Not applicable.
ITEM 30. INDEMNIFICATION
Reference is hereby made to Article IV
of the Registrants Declaration of Trust. Insofar as indemnification for
liabilities arising under the Securities Act of 1933, as amended (the 1933
Act), may be permitted to trustees, officers and controlling persons of the
Registrant, pursuant to the foregoing provisions or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the 1933 Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Trust in
the successful defense of any action, suit or proceeding) is asserted by such a
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question of whether such indemnification by it is against
public policy as expressed in the 1933 Act and will be governed by the final
adjudication of such issue.
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 Winslow Capital Management, LLC (Winslow), together with
information as to any other business, profession, vocation or employment of a
substantial nature engaged in by the directors and officers of Winslow in the
last two years, is included in its application for registration as an investment
adviser on Form ADV (File No. 801-41316) 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 (Singapore) Limited (HSBC Singapore),
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 Singapore in the last two years, is included in its application for registration as an investment
adviser on Form ADV (File No. 801-68275) 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. Foreside Distribution
Services, L.P.
Item 32(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 Advisor Funds
Trust
|
|
|
2.
|
HSBC Funds (f/k/a HSBC Investor
Funds)
|
|
3.
|
IMS Funds, Series of Unified
Series Trust
|
|
4.
|
Leader Funds, Series of Northern
Lights Fund Trust
|
|
5.
|
Miles Funds, Inc. (f/k/a WB
Capital Mutual Funds, Inc.)
|
Item 32(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,
|
President
|
None
|
|
Portland, ME
04101
|
|
|
|
Richard J.
Berthy
|
Three Canal Plaza, Suite
100,
|
Vice President and
Treasurer
|
None
|
|
Portland, ME
04101
|
|
|
|
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
|
|
|
Lisa S. Clifford
|
Three Canal Plaza, Suite
100,
|
Vice President and
Managing
|
None
|
|
Portland, ME
04101
|
Director of
Compliance
|
|
|
Nishant
Bhatnagar
|
Three Canal Plaza, Suite
100,
|
Assistant
Secretary
|
None
|
|
Portland, ME
04101
|
|
|
Item 32(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. 3435 Stelzer Road, Columbus,
Ohio 43219-3035; Citi Fund Services Ohio, Inc., 100 Summer Street, Suite 1500,
Boston, MA 02110; Westfield Capital Management
Company, L.P., One Financial Center, Boston, MA 02111; Winslow Capital
Management, Inc., 4720 IDS Tower, 80 S. Eighth Street, Minneapolis, MN 55402;
HSBC Global Asset Management (France), 4 Place De La Pyramide - La Defense 9,
Immeuble Ile De France, Puteaux, 92800; HSBC Global Asset Management (Hong Kong)
Limited, Level 22, HSBC Main Building, 1 Queens Road Central, Hong Kong, HSBC
Global Asset Management (Singapore) Limited, 21 Collyer Quay, #15-02 HSBC
Building, Singapore, 049320; HSBC Global Asset Management (UK) Limited, 78 St.
James's Street, London, SW1A 1EJ.
ITEM 34. MANAGEMENT SERVICES
Not applicable.
ITEM 35. UNDERTAKINGS
None