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HSBC INVESTOR FUNDS
AMENDMENT TO AMENDED AND RESTATED DECLARATION OF TRUST AND
ESTABLISHMENT AND DESIGNATION OF ADDITIONAL SERIES OF
SHARES OF BENEFICIAL INTEREST, PAR VALUE $0.001 PER SHARE
RESOLVED, that pursuant to Section 5.11 of the Declaration of Trust of
HSBC Investor Funds, a Massachusetts business trust (the "Trust"), dated April
22, 1987, as amended and restated July 1, 1987 (the "Declaration") and as
further amended, the shares of beneficial interest (the "Shares") of the Trust
shall be divided into two additional separate series (the "Funds");
FURTHER RESOLVED, that the Funds shall have the following special and
relative rights:
1. The Funds shall be designated "HSBC Investor California Tax-Free
Money Market Fund," and "HSBC Investor Limited Maturity Fund," respectively.
2. The Funds shall be authorized to invest in cash, securities,
instruments and other property as from time to time described in the Trust's
then currently effective prospectuses and registration statement on Form N-1A
under the Securities Act of 1933 with respect to the Funds. Each Share of each
of the Funds shall be redeemable, shall be entitled to one vote (or fraction
thereof in respect of a fractional Shares) on matters on which Shares of the
Fund shall be entitled to vote, shall represent a pro rata beneficial interest
in the assets allocated to the Fund and shall be entitled to receive its pro
rata share of net assets of the Fund upon liquidation of the Fund, all as
provided in the Declaration.
3. Each Fund's Shareholders shall vote separately as a class on any
matter, except to the extent required by the Investment Company Act of 1940 (the
"1940 Act"), or when the Trustees have determined that the matter affects only
the interests of one series' Shareholders, then only that series' Shareholders
shall be entitled to vote thereon; and any matter shall be deemed to have been
effectively acted upon with respect to that series as provided in Rule 18f-2
under the 1940 Act or any successor rule and in the Declaration.
4. The assets and liabilities of the Trust shall be allocated among the
Funds and the nine other series of the Trust as set forth in Section 5.11 of the
Declaration except that costs of the registration of the Funds and the
registration and public offering of the Shares thereof shall be amortized for
the Fund in accordance with applicable accounting principles.
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5. Subject to the provisions of Section 5.12 of the Declaration, the
Trustees (including any successor Trustees) shall have the right at any time and
from time to time to reallocate assets and expenses, to change the designation
of the Funds or any other series previously, now or hereafter created, or
otherwise to change the special and relative rights of the Funds or any such
other series, provided that such change shall not adversely affect the rights of
any Shareholder.
IN WITNESS WHEREOF, the undersigned have executed this instrument as of
the __ day of August, 2000. This instrument may be executed by the Trustees on
separate counterparts but shall be effectively only when signed by a majority of
the Trustees.
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Leslie E. Bains
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Frederick C. Chen
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Alan S. Parsow
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Larry M. Robbins
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Michael Seely
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