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INVESTMENT ADVISORY CONTRACT SUPPLEMENT
HSBC Investor Funds
3435 Stelzer Road
Columbus, Ohio 43219
December __, 2000
HSBC Asset Management (Americas) Inc.
140 Broadway
New York, NY 10005
Dear Sirs:
Re: HSBC Investor Balanced Fund
This will confirm the agreement between the undersigned (the "Trust")
and HSBC Asset Management (Americas) Inc. (the "Adviser") as follows:
1. The Trust is an open-end management investment company organized as
a Massachusetts business trust and consists of such separate investment
portfolios as have been or may be established by the Trustees of the Trust from
time to time. A separate series of shares of beneficial interest of the Trust is
offered to investors with respect to each investment portfolio. HSBC Investor
Balanced Fund (the "Fund") is a separate investment portfolio of the Trust.
2. The Trust and the Adviser have entered into an Investment Advisory
Contract dated June 30, 2000 ("Advisory Contract") pursuant to which the Trust
has employed the Adviser to provide investment advisory and other services
specified in the Advisory Contract and the Adviser has accepted such employment.
Terms used but not otherwise defined herein shall have the same meanings
assigned to them by the Advisory Contract.
3. As provided in paragraph 1 of the Advisory Contract, the Trust
hereby adopts the Advisory Contract with respect to the Fund and the Adviser
hereby acknowledges that the Advisory Contract shall pertain to the Fund, the
terms and conditions of the Advisory Contract being hereby incorporated herein
by reference.
4. The term "Covered Fund" as used in the Advisory Contract shall, for
purposes of this Supplement, pertain to the Fund.
5. As provided in paragraph 6 of the Advisory Contract and subject to
further
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conditions as set forth therein, the Trust shall with respect to the
Fund pay the Adviser a monthly fee on the first business day of each month at
the annual rate of 0.55% of the average daily value (as determined on each
business day at the time set forth in the Prospectus for determining net asset
value per share) of the net assets of the Fund during the preceding month.
6. This Supplement and the Advisory Contract (together, the "Contract")
shall become effective with respect to the Fund on December __, 2000 and shall
continue in effect with respect to the Fund for an initial term of two years
from that date, and shall continue in effect thereafter, but only so long as the
continuance is specifically approved at least annually (a) by the vote of a
majority of the outstanding voting securities of the Fund (as defined in the
1940 Act) or by the Board of Trustees and (b) by the vote, cast in person at a
meeting called for that purpose, of a majority of the members of the Board of
Trustees who are not parties to this Contract or "interested persons" (as
defined in the 1940 Act) of any such party. This Contract may be terminated with
respect to the Fund at any time, without the payment of any penalty, by vote of
a majority of the outstanding voting securities of the Fund (as defined in the
1940 Act) or by a vote of a majority of the members of the Board of Trustees on
60 days' written notice to the Adviser, or by the Adviser on 60 days' written
notice to the Trust. This Contract shall terminate automatically in the event of
its assignment as defined in the 1940 Act.
If the foregoing correctly sets forth the agreement between the Trust
and the Adviser, please so indicate by signing and returning to the Trust the
enclosed copy hereof.
Very truly yours,
HSBC INVESTOR FUNDS
By
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Name:
Title:
ACCEPTED:
HSBC ASSET MANAGEMENT (AMERICAS) INC.
By
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Title:
