HSBC MUTUAL FUNDS TRUST
N-30D, 1999-03-05
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<PAGE>
 
      HSBC Mutual Funds Trust
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
      Logo HSBC Asset Management Americas Inc.
- --------------------------------------------------------------------------------
 
      International Equity Fund
     ------------------------------------------------------------------
 
January 29, 1999
 
Dear Shareholder:
 
 
Executive Summary
 
For the year ended December 31, 1998, international stocks, as represented by
the MSCI-EAFE Index/1/, rose 20%. In comparison, the International Equity Fund
rose 11% (Institutional Class).
 
During the 12-month period, the international equity market experienced strong
volatility. The dramatic rallies seen in Asia in the first quarter were
replaced quickly by renewed pessimism. The weakness of the Japanese economy,
the yen and the withdrawal of credit facilities in Asia by financial
institutions exacerbated regional difficulties. The Russian devaluation and
default on debt touched off a financial crisis, as developed and emerging
markets experienced heavy declines. With concern over the possibility of a
recession intensifying, a flight-to-quality drove the markets.
 
Then, in the fourth quarter, the international equity market staged a
significant rebound. This recovery was spurred by a concerted round of global
interest rate cuts as central banks responded to the financial dislocations
that resulted from Russia's debt default. The Asian (ex-Japan) markets were the
strongest performers on the back of recovery hopes. Europe also performed well.
But Japan, at least in local currency terms, continued to be a laggard. One of
the features of the fourth quarter was the weakness of the U.S. dollar,
especially against the yen, which surged 21%.
 
In aggregate, the prospects for the world economy in 1999 are reasonable, but
the picture is an unbalanced one and hence risky. Japan must stabilize its
economy. We believe this will occur but the fragility of financial institutions
there could prove problematic. The United States must address its external
deficit without, in the process, puncturing world demand growth. In the longer
term, the participating European economies must look beyond the euro toward
enhancing their competitiveness, particularly in terms of labor markets
flexibility.
 
Against this background our current plans for positioning the portfolio are as
follows:
 
  . We expect to remain underweighted in Japanese equities. Even assuming an
    economic recovery there, we believe that corporate profits will remain
    inadequate until genuine restructuring gets underway.
 
  . In our view, the best values are in the United Kingdom, Australia and
    Asia. We are, however, defensively hedging a portion of the Fund's pound
    sterling exposure, as it appears overvalued against the U.S. dollar.
 
  . Positions in continental Europe remain substantial, but are below index
    weightings. Valuations are, in general, becoming stretched in this region.
 
- ------
/1/Morgan Stanley Capital International Europe, Australia and Far East Index
  (MSCI-EAFE) is a broad based capitalization weighted unmanaged index that
  represents the general performance of over 1,000 companies of the European,
  Australian and Far Eastern equity markets.
<PAGE>
 
UNITED KINGDOM
 
The consensus view is that the United Kingdom is likely to experience a mild
recession in 1999. The slowdown began in the manufacturing sector, as a
consequence of currency appreciation and the Asian crisis. It has now spread
to the construction, retailing and business service sectors, resulting from
tight fiscal and monetary policies employed in the first half of 1998. As
consumer confidence appeared to evaporate and (overly) pessimistic business
surveys were published, the Bank of England moved interest rates lower in
order to take some pressure off the currency. We continue to have high
confidence that recession can be avoided as the consumer does not appear to be
particularly leveraged and the savings ratio is not stretched.
 
After remaining at the 2.5% target throughout the fourth quarter, inflation is
likely to rise a little before settling down to within the target. In the
manufacturing sector, pricing indicators are pointing to a sharp fall in
producer output prices and surveys of the service sector suggest that
domestically generated inflation pressures are ebbing quickly. Valuation
levels suggest that a slowdown in corporate earnings is now priced into
shares. From an international perspective, U.K. valuations also look
reasonably attractive and in an environment where investors are becoming
increasingly risk averse the U.K. market could prove to be relatively
defensive. Pound sterling exposure is being defensively hedged as our analysis
shows that it is overvalued against the U.S. dollar.
 
The currency hedge added value late in the year, as the pound sterling fell
2%. Stocks in the United Kingdom performed extremely well during the year,
rising 16.5% according to Morgan Stanley Capital International. This market
performed better than international markets in general, but lagged many of its
neighbors in continental Europe. Performance of the portfolio benefited from
our above-index exposure to the United Kingdom.
 
CONTINENTAL EUROPE
 
The euro-area economy is slowing sharply as European Monetary Unit (EMU) is
launched. Business surveys show that global weakness is taking its toll on
regional activity. Meanwhile, activity data suggest that firms are adjusting
their spending plans, indicating a more broad-based slowing in capital good
orders and employment.
 
The European Central Bank (ECB)-inspired rate cut in early December is
unlikely to be the last in the current cycle. Further poor industrial news or
a drop in inflation likely will prompt the ECB into further action.
Interestingly, there is likely to be a reallocation of income toward the
household. Euro-area household income has stagnated during this decade,
leaving regional activity vulnerable to shifts in corporate profitability. A
variety of factors are not turning in households' favor, including the shift
leftward in European politics. This reallocation of incomes is the euro area's
main line of defense against weaker global growth.
 
Following the sharp declines of the summer, European stocks performed strongly
in the fourth quarter. Investors decided that the Asian and Russian problems
were isolated incidents and that any weakening in growth would feed quickly
through to lower inflation and a looser monetary stance. Corporate activity
has also continued to keep investors' interest high.
 
Given the slowdown in the global economy, the risk to European earnings for
1999 is on the downside. However, consumer expenditure is expected to remain
robust and, given the ongoing corporate restructuring across Europe, the area
appears to offer reasonable value. But sentiment, and not valuation, is
driving markets.
 
Throughout the year, the Fund portfolio benefited from an overweight position
in Europe. However, during the fourth quarter, several European markets
appeared to us to be overvalued. As such, we eliminated the Fund's holdings in
Finland, Italy and Switzerland, all of which delivered strong returns in the
fourth quarter. Portfolio performance late in the year, relative to the EAFE
Index, was adversely affected by an underweighting to these vulnerable
markets.
 
2
<PAGE>
 
JAPAN
 
The economy is still stuck in its worst recession in 30 years, with all
sectors of the economy contracting, and the outlook for the Japanese economy
remains very poor. We believe that the government's latest stimulus package is
still inadequate to assure a recovery in 1999, as it adds only 0.7% to growth
compared with 1998's stimulus measures. So far, the income tax cuts are only
slightly larger than those of 1998, so there will be little net stimulus, only
the effect of a shift from temporary to permanent tax cuts. Public works
spending will probably grow by about 5%. A much needed fall in the corporate
tax rate to 40% from 46.3% will bolster corporate profits, but this will only
have a modest impact on capital spending due to continued excess capacity and
falling profits.
 
Indications that banks will take on nearly 6 trillion yen of new capital from
the government is positive news, but the amount of restructuring and
consolidation which will take place in the sector remains doubtful.
 
A key problem of the government's stimulus package is that it is designed to
ease the pain temporarily, but not to promote structural adjustment. Not
surprisingly, the combination of higher spending, lower tax rates and a weak
economy have severely undermined the government's fiscal balances. An
estimated government deficit of nearly 10% of GDP (Gross Domestic Products)
will probably limit the government's ability to boost spending further in
2000, and could thus set the stage for another downturn.
 
The Japanese equity market gained only 5.1% during the year (U.S. dollars).
While we continue to believe the market is overvalued, we have identified a
number of companies whose valuations underestimate the fundamental quality of
their business. The portfolio's low exposure to lagging Japanese stocks was a
positive contributor to performance.
 
SOUTHEAST ASIA
 
Declining interest rates, viewed for the past year as a necessary precondition
for Asian recovery, became a reality in the fourth quarter. The increase in
the value of the Japanese yen from 147 yen to the dollar on August 11 to 108
on January 12 has offered stability to other Asian currencies and reduced the
need for a further interest rate prop.
 
For the region as a whole, output is no longer falling, although there are
clear leaders and laggards. At the extremes are Korea and Malaysia, with the
former already in recovery and the latter still in decline.
 
Going forward, Asia's prospects cannot be seen in isolation from those of the
rest of the world. But even in the event of a global slowdown, Asia can expect
some recovery in 1999. Sustained low levels of real exchange rates will show
up in further gains in export market shares and provide new incentives for
investment spending. Low inflation and operating rates also provide room for
further interest rate declines, while producers will gain confidence to
replenish their inventories.
 
After posting disappointing results for the first three quarters of the year,
Asian stock markets recovered sharply in the fourth quarter on the back of
declining interest rates. At the extreme end, Indonesia and Korea have more
than doubled in US dollar terms over the quarter. These markets are not
currently represented in the portfolio, nor are they a part of the benchmark
index. Consequently, our lack of exposure there had no impact on relative
performance. We continue to believe that selective Asian stock markets still
offer reasonable value. Moreover, aside from the yen and the Hong Kong dollar,
currencies are undervalued and are now well supported by current account
surpluses. We also believe, though, that investors are likely to find the next
stage of recovery more complicated.
 
                                                                              3
<PAGE>
 
AUSTRALIA/NEW ZEALAND
 
Despite slumps in both export volumes and commodity prices due to the Asian
recession, the Australian economy proved resilient throughout 1998. External
drag was more than offset by near-booming consumer spending and increased
infrastructure spending. While GDP growth is likely to slow as construction
spending draws to a close, we believe that a recession will be avoided because
of the big drop in the Australian dollar and low borrowing costs.
 
While New Zealand was hit hard by the Asian recession, this alone did not
precipitate its recession. Very high interest rates were the trigger for a
contraction in domestic spending, led by residential construction. A 15% fall
in the trade-weighted value of the New Zealand dollar has boosted
international competitiveness, but depressed demand in traditional markets is
holding back the expected benefits. We feel that monetary conditions are now
supportive of economic growth, and with the output gap likely to remain
substantially negative through 1999, are likely to remain supportive for some
time yet.
 
We believe that both Australia and New Zealand are at attractive levels and we
remain overweight in both countries.
 
EMERGING MARKETS
 
The MSCI Emerging Markets Free Index/2/ rebounded strongly late in the year,
with a 17.3% fourth-quarter rise going some way to offsetting the collapse
earlier in the year.
 
Russian stocks managed a 68.4% recovery in the fourth quarter, as some modest
progress was made in debt restructuring negotiations. Nevertheless, the
overall performance of the market for the year was still a disastrous 83.2%
fall in dollar terms.
 
Brazil continues to give cause for concern. A loan package amounting to $41
billion was agreed during the period with the International Monetary Fund
(IMF) and other international lenders. Currency outflows remained high, mainly
as a result of debt servicing commitments, and though these had been the
reason for the need for IMF assistance in the first place, investors remained
very nervous. The failure of Brazil's Congress to pass one of the proposed
reform measures reinforced international concerns that the crisis was not
being taken sufficiently seriously by the local politicians.
 
In a number of emerging markets, there is an inconsistency between the
condition of the overall economy and the valuation levels for the stocks. In
Brazil's case, the poor economic situation has hit stock performance despite
the fact that companies are financially strong and still have earnings
strength from restructuring benefits. In Korea's case, by contrast, sensible
measures by the government have been rewarded by a strong equity market,
despite corporate earnings prospects and balance sheets continuing to look
problematical.
 
Given the high risk currently in developing markets, HSBC's portfolio has no
exposure at this time.
 
CURRENCY BACKGROUND
 
The dollar ended the year weaker, which primarily was due to a sharp rise in
the yen. Dollar weakness probably reflects low savings and the continuing
current account deficit. At about 3% of GDP, it may not be too much of a
problem in itself, but its persistence over some years has left the U.S. with
a negative external asset situation. This may result in a progressive
undermining of the U.S. dollar during the coming year.
- --------
/2/The MSCI Emerging Markets Free Index is an unmanaged index generally
  representative of emerging market securities.
 
4
<PAGE>
 
The yen is in an almost opposite situation. Japan saves too much and has a
large surplus, so it needs capital outflow to prevent the yen from rising and
making its economic problems even worse. With yen interest rates already rock-
bottom, the authorities cannot cut them any further to encourage capital
outflows. This makes the yen unusually subject to swings in capital market
sentiment, including capital repatriation by hard-pressed Japanese financial
institutions.
 
The euro has made a smooth start in terms of market mechanics. First
indications are that bond and equity markets are positive and the currency
itself has risen against both the dollar and pound sterling. This was slightly
better than had been expected, and shows faith in the basically strong current
account of Euroland and its excellent inflation performance. These are early
days, however. GDP forecasts for the euro countries are being trimmed back,
for Germany in particular. When this translates into pressure on government
policy, the new currency will be tested.
 
Sincerely,
/s/ Walter B. Grimm
 
Walter B. Grimm
President, HSBC Mutual Funds Trust
 
 
 
The views expressed in this letter reflect those of the president for the
period from October 1998 through the end of the period covered by the report
as stated on the cover. The president's views are subject to change at any
time based on the market and other conditions. Past performance is no
guarantee of future results.
 
                                                                              5
<PAGE>
 
            COMPARISON OF CHANGE IN VALUE OF $10,000 INVESTMENT IN
                 INTERNATIONAL EQUITY FUND VS. MSCI-EAFE INDEX
                              Graph Appears Here
 
<TABLE>
<CAPTION>
 
- --------------------------------------------------------------------------------
    Total Return - Institutional Class Shares        Service Class Shares
- --------------------------------------------------------------------------------
<S>                      <C>         <C>             <C>         <C>
                                     Inception                   Inception
                         1 Year       (3/1/95)       1 Year      (4/25/94)
- --------------------------------------------------------------------------------
   Offering Price(1)      N/A           N/A           5.80%        2.01%
   NAV(2)                11.32%        7.33%         11.32%        3.14%
- --------------------------------------------------------------------------------
</TABLE>
 
<TABLE>
<CAPTION>
 
- ---------------------------------------------------------------------
                 WITHOUT MAXIMUM     WITH MAXIMUM     MSCI-EAFE
                  SALES CHARGE       SALES CHARGE       INDEX
<S>              <C>                 <C>              <C>
- ---------------------------------------------------------------------
 APR 1994             10000              9500           10000
- ---------------------------------------------------------------------
 DEC 1994              9550           9069.35            9991
- ---------------------------------------------------------------------
 DEC 1995              9970           9468.21           11111
- ---------------------------------------------------------------------
 DEC 1996             10600           10066.5           11775
- ---------------------------------------------------------------------
 DEC 1997          10382.08           9859.62           11999
- ---------------------------------------------------------------------
 DEC 1998          11556.96          10975.44           14420
- ---------------------------------------------------------------------
</TABLE>
 
Past performance is not predictive of future performance. Without certain fee
waivers, the return would have been lower. The Fund's investment return and
principal value will fluctuate so that an investor's shares, when redeemed,
may be worth more or less than the original cost.
 
(1) Includes the maximum sales charge of 5.00%
(2) Excludes the maximum sales charge of 5.00%
 
The above illustration compares a $10,000 investment in the Service Class
Shares of the International Equity Fund on April 25, 1994 (date of inception)
to a $10,000 investment in the Morgan Stanley Capital International Europe,
Australia and Far East (MSCI-EAFE) Index on that date. All dividends and
capital gain distributions are reinvested. Please refer to the box above for
returns on Institutional Class Shares, which have been offered since March 1,
1995.
 
The Fund's performance takes into account all applicable fees and expenses.
The Morgan Stanley Capital International Europe, Australia and Far East Index
(MSCI-EAFE) is a broad based capitalization weighted unmanaged index that
represents the general performance of over 1,000 companies of the European,
Australian and Far Eastern equity markets. This index is widely accepted and
does not take into account charges, fees and other expenses.
 
International investing involves increased risks and volatility.
 
6
<PAGE>
 
Board of Trustees

 
JOHN P. PFANN*          Chairman and President, JPP Equities, Inc.
 
WOLF J. FRANKL*         Former Director, North American, Berlin Economic
                        Development Corporation
 
HARALD PAUMGARTEN       President, Paumgarten and Company 
 
ROBERT A. ROBINSON*     Trustee, Henrietta and B. Frederick H. Bugher
                        Foundation                                    
 
RICHARD J. LOOS         Vice Chairman Emeritus 
 
 
*Member of the Audit and Nominating Committees
                        
- --------------------------------------------------------------------------------
 
Officers
 

WALTER B. GRIMM         President
 
ERIC F. ALMQUIST        Senior Vice President
 
ANTHONY J. FISCHER      Vice President
 
CHARLES L. BOOTH        Vice President
 
PAUL KANE               Assistant Treasurer
 
STEVEN R. HOWARD        Secretary
 
ALAINA V. METZ          Assistant Secretary
 
ROBERT L. TUCH          Assistant Secretary


                                                                              7
<PAGE>
 
Schedule of Portfolio Investments as of December 31, 1998
                           INTERNATIONAL EQUITY FUND
 
<TABLE>
<CAPTION>
         Country/                                                          Percent of
         Industry          Shares          Security           Market Value Net Assets
- -------------------------------------------------------------------------------------
 <C>                       <C>     <S>                        <C>          <C>
 EQUITIES
 AUSTRALIA
 ---------
                                   National Australia Bank
  Banking                  124,000 Ltd.....................   $ 1,870,993      2.9%
                                                              -----------    -----
  Brewery                  781,000 Fosters Brewing Group...     2,117,331      3.2
                                                              -----------    -----
  Broadcasting &
   Publishing                   82 News Corp., Ltd.........           542      0.0
                                                              -----------    -----
  Building Materials       707,000 CSR Ltd.................     1,730,246      2.6
                                                              -----------    -----
  Commercial Services          728 Mayne Nickless Ltd......         2,701      0.0
                                                              -----------    -----
  Industrial Goods &
   Services                326,000 Amcor Ltd...............     1,394,289
                           118,000 Orica Ltd...............       614,476
                                                              -----------    -----
                                                                2,008,765      3.1
                                                              -----------    -----
                                   Total Australia.........     7,730,578     11.8
                                                              -----------    -----
 FRANCE
 ------
  Banking                   10,800 Societe Generale........     1,749,730      2.6
                                                              -----------    -----
  Industrial Goods &               Compagnie de Saint
   Services                  9,318 Gobain..................     1,316,128      2.0
                                                              -----------    -----
  Oil & Gas Exploration,
   Production, & Services   10,000 Elf Aquitane SA.........     1,156,461      1.8
                                                              -----------    -----
  Telecommunication -
   Services & Equipment     13,300 Alcatel Alsthom.........     1,628,569      2.5
                                                              -----------    -----
                                   Total France............     5,850,888      8.9
                                                              -----------    -----
 GERMANY
 -------
                                   Bayerische Vereinsbank
  Banking                   15,893 AG......................     1,245,276      1.9
                                                              -----------    -----
  Chemicals                 49,000 Bayer AG................     2,046,173      3.1
                                                              -----------    -----
  Industrial Goods &
   Services                 37,400 Siemens AG..............     2,413,954      3.7
                                                              -----------    -----
  Oil Co. - Integrated      22,600 RWE AG..................     1,238,199      1.9
                                                              -----------    -----
                                   Total Germany...........     6,943,602     10.6
                                                              -----------    -----
</TABLE>
 
8
<PAGE>
 
Schedule of Portfolio Investments as of December 31, 1998 (continued)
                           INTERNATIONAL EQUITY FUND
 
<TABLE>
<CAPTION>
         Country/                                                            Percent of
         Industry           Shares           Security           Market Value Net Assets
- ---------------------------------------------------------------------------------------
 <C>                       <C>       <S>                        <C>          <C>
 EQUITIES (continued)
 HONG KONG
 ---------
  Diversified                787,000 Wharf Holdings..........   $ 1,147,938      1.8%
                                                                -----------    -----
                                     Hong Kong Electric
  Electric Utility           265,000 Holdings................       803,857      1.2
                                                                -----------    -----
                                     Total Hong Kong.........     1,951,795      3.0
                                                                -----------    -----
 JAPAN
 -----
  Electrical & Electronics   257,000 Hitachi Ltd.............     1,594,906
                                     Matsushita Electric
                             106,000 Industrial Co...........     1,878,550
                                                                -----------    -----
                                                                  3,473,456      5.3
                                                                -----------    -----
  Insurance                   65,000 Nichido Fire & Marine
                                      Insurance Company,
                                      Ltd....................       319,823      0.5
                                                                -----------    -----
  Office Equipment &
   Supplies                   88,000 Canon Inc...............     1,884,099      2.9
                                                                -----------    -----
  Pharmaceuticals             90,000 Eisai Company, Ltd......     1,755,372      2.7
                                                                -----------    -----
  Transportation                 360 West Japan Railway Co...     1,595,793      2.4
                                                                -----------    -----
                                     Total Japan.............     9,028,543     13.8
                                                                -----------    -----
 NETHERLANDS
 -----------
  Financial Services          28,218 ING Groep N.V...........     1,721,649      2.6
                                                                -----------    -----
  Broadcasting &
   Publishing                 84,400 Elsevier................     1,182,799      1.8
                                                                -----------    -----
                                     Royal Dutch Petroleum
  Oil Co. - Integrated        35,699 Co......................     1,778,608      2.8
                                                                -----------    -----
                                     Total Netherlands.......     4,683,056      7.2
                                                                -----------    -----
 NEW ZEALAND
 -----------
                                     Carter Holt Harvey
  Paper & Related Products 1,303,000 Ltd.....................     1,170,143      1.8
                                                                -----------    -----
                                     Telecom Corp Of New
  Telecommunications         377,000 Zealand Ltd.............     1,643,013      2.5
                                                                -----------    -----
                                     Total New Zealand.......     2,813,156      4.3
                                                                -----------    -----
 SINGAPORE
 ---------
                                     Jardine Matheson
  Retail                     388,000 Holdings Ltd............     1,001,040      1.5
                                                                -----------    -----
                                     Total Singapore.........     1,001,040      1.5
                                                                -----------    -----
</TABLE>
 
                                                                               9
<PAGE>
 
Schedule of Portfolio Investments as of December 31, 1998 (continued)
                           INTERNATIONAL EQUITY FUND
 
<TABLE>
<CAPTION>
         Country/                                                          Percent of
         Industry          Shares          Security           Market Value Net Assets
- -------------------------------------------------------------------------------------
 <C>                       <C>     <S>                        <C>          <C>
 EQUITIES (continued)
 SPAIN
 -----
                                   Banco Central
  Banking                  101,690 Hispanoamer.............   $ 1,209,302      1.8%
                                                              -----------    -----
  Electrical & Electronics  74,000 Iberdrola SA............     1,386,606      2.1
                                                              -----------    -----
  Telecommunications        44,133 Telefonica SA...........     1,965,394
                                   Telefonica SA Rights
                            44,133 (b).....................        39,246
                                                              -----------    -----
                                                                2,004,640      3.1
                                                              -----------    -----
                                   Total Spain.............     4,600,548      7.0
                                                              -----------    -----
 UNITED KINGDOM
 --------------
  Brewery                  157,600 Bass PLC................     2,217,026      3.4
                                                              -----------    -----
                                   Blue Circle Industries
  Building Products        244,600 PLC.....................     1,412,170
                           426,300 Taylor Woodrow PLC......     1,067,463
                                                              -----------    -----
                                                                2,479,633      3.8
                                                              -----------    -----
                                   Scottish & Southern
  Electric Utility         104,821 Energy PLC..............     1,176,336      1.8
                                                              -----------    -----
                                   Associated British Foods
  Food Products & Services 123,800 PLC.....................     1,155,539      1.8
                                                              -----------    -----
  Health & Personal Care   109,400 Boots Co. PLC...........     1,859,331
                            62,723 Glaxo Holdings PLC......     2,150,828
                                                              -----------    -----
                                                                4,010,159      6.2
                                                              -----------    -----
  Machinery & Equipment    192,600 GKN PLC.................     2,574,798      3.9
                                                              -----------    -----
  Metals & Mining          162,800 Rio Tinto PLC...........     1,879,814      2.9
                                                              -----------    -----
  Oil & Gas - Wholesale    229,300 BG PLC..................     1,448,781      2.2
                                                              -----------    -----
  Telecommunications       193,200 Cable & Wireless PLC....     2,377,093      3.6
                                                              -----------    -----
  Transportation           181,000 British Airways PLC.....     1,225,671      1.9
                                                              -----------    -----
                                   Total United Kingdom....    20,544,850     31.5
                                                              -----------    -----
                                   Total Equities .........    65,148,056     99.6
                                                              -----------    -----
                                   (Cost $58,176,013)
</TABLE>
 
10
<PAGE>
 
Schedule of Portfolio Investments as of December 31, 1998 (continued)
                           INTERNATIONAL EQUITY FUND
 
<TABLE>
<CAPTION>
                                                                      Percent of
                                      Security           Market Value Net Assets
- --------------------------------------------------------------------------------
                              <S>                        <C>          <C>
                              Total Investments ......   $65,148,056     99.6%
                                                         -----------    -----
                              (Cost $58,176,013) (a)
                              Other Assets in Excess
                              of Liabilities..........       249,606      0.4
                                                         -----------    -----
                              Total Net Assets........   $65,397,662    100.0%
                                                         ===========    =====
</TABLE>
- --------
Percentages indicated are based on net assets of $65,397,662.
 
(a) Represents cost for financial reporting purposes and differs from cost
    basis for federal income tax purposes by the amount of losses recognized
    for financial reporting in excess of federal income tax purposes of
    $393,387. Cost for federal income tax purposes differs from value by net
    unrealized appreciation of securities as follows:
 
<TABLE>
   <S>                                                               <C>
   Unrealized appreciation.......................................... $7,370,632
   Unrealized depreciation..........................................   (791,976)
                                                                     ----------
   Net unrealized appreciation...................................... $6,578,656
                                                                     ==========
</TABLE>
 
(b) Represents non-income producing security.
 
AG--Aktiengesellschaft (West German stock company)
N.V.--Naamloze Vennootschap (Dutch corporation)
SA--Sociedad Anonima (Spanish corporation)
PLC--Public Limited Company
 
See Notes to Financial Statements.
 
                                                                             11
<PAGE>
 
Statement of Assets and Liabilities
As of December 31, 1998
 
                           INTERNATIONAL EQUITY FUND
 
<TABLE>
<S>                                                                 <C>
ASSETS:
 Investments in securities, at value (cost $58,176,013)...........  $65,148,056
 Cash.............................................................      286,289
 Interest and dividends receivable................................       86,029
 Foreign tax reclaims receivable..................................       43,256
 Unrealized appreciation on forward foreign currency exchange
  contracts.......................................................       61,450
 Prepaid expenses.................................................        4,857
                                                                    -----------
  Total Assets....................................................   65,629,937
                                                                    -----------
LIABILITIES:
 Foreign currency overdraft.......................................        6,770
 Payable for capital shares redeemed..............................        1,462
 Accrued expenses and other payables:
  Investment advisory fees........................................       89,270
  Administration fees.............................................        5,459
  Accounting and transfer agent fees..............................       19,541
  Other liabilities...............................................      109,773
                                                                    -----------
  Total Liabilities...............................................      232,275
                                                                    -----------
Net Assets........................................................  $65,397,662
                                                                    ===========
COMPUTATION OF NET ASSET VALUE:
 Net Assets:
  Institutional Class.............................................  $65,138,645
  Service Class...................................................      259,017
                                                                    -----------
  Total...........................................................  $65,397,662
                                                                    ===========
 Shares of beneficial interest issued and outstanding:
  ($0.001 par value per share, unlimited number of shares
   authorized)
  Institutional Class.............................................    5,722,439
  Service Class...................................................       22,754
                                                                    -----------
  Total...........................................................    5,745,193
                                                                    ===========
 Net Asset Value:
  Institutional Class--offering and redemption price per share....  $     11.38
                                                                    ===========
  Service Class--redemption price per share.......................  $     11.38
  Maximum sales charge............................................         5.00%
  Maximum offering price (Service Class) (Net asset value
   of Service Class / (100% - Maximum Sales Charge)...............  $     11.98
                                                                    ===========
COMPOSITION OF NET ASSETS:
 Paid-in capital..................................................  $58,802,471
 Distributions in excess of net investment income.................      (68,928)
 Accumulated distributions in excess of net realized gains
  from investment and foreign currency transactions...............     (370,807)
 Net unrealized appreciation from investments and translation
  of assets and liabilities denominated in foreign currencies.....    7,034,926
                                                                    -----------
Net Assets........................................................  $65,397,662
                                                                    ===========
</TABLE>
 
See Notes to Financial Statements.
 
12
<PAGE>
 
Statement of Operations
For the year ended December 31, 1998
 
                           INTERNATIONAL EQUITY FUND
 
<TABLE>
<S>                                                                <C>
INVESTMENT INCOME:
 Dividends (net of foreign withholding tax of $203,598)........... $1,193,860
 Interest.........................................................     85,020
                                                                   ----------
  Total Income....................................................  1,278,880
                                                                   ----------
EXPENSES:
 Advisory fees....................................................    589,589
 Administration fees..............................................     98,265
 Co-administration fees...........................................     19,653
 Shareholder servicer assistance fees (Service shares)............        115
 Distribution fees (Service shares)...............................      1,006
 Fund accounting fees.............................................     12,906
 Transfer agent fees..............................................     70,051
 Legal fees.......................................................    166,621
 Other expenses...................................................     95,128
                                                                   ----------
Gross expense.....................................................  1,053,334
 Less: Fee waivers................................................   (306,368)
                                                                   ----------
Net Expenses......................................................    746,966
                                                                   ----------
Net Investment Income.............................................    531,914
                                                                   ----------
NET REALIZED/UNREALIZED GAINS FROM INVESTMENTS AND FOREIGN CURRENCIES:
Net realized gains from investment and foreign currency
 transactions.....................................................  1,450,203
Net change in unrealized appreciation from investments
 and assets and liabilities denominated in foreign currencies.....  3,340,139
                                                                   ----------
Net Realized/Unrealized Gains from Investments and Foreign
 Currencies.......................................................  4,790,342
                                                                   ----------
Change in Net Assets Resulting from Operations.................... $5,322,256
                                                                   ==========
</TABLE>
 
See Notes to Financial Statements.
 
                                                                              13
<PAGE>
 
Statement of Changes in Net Assets
 
                           INTERNATIONAL EQUITY FUND
 
<TABLE>
<CAPTION>
                                                 For the           For the
                                               Year ended        Year ended
                                            December 31, 1998 December 31, 1997
                                            ----------------- -----------------
<S>                                         <C>               <C>
From Investment Activities:
OPERATIONS:
 Net investment income.....................    $   531,914       $   157,541
 Net realized gains (losses) from
  investment and
  foreign currency transactions............      1,450,203        (1,197,928)
 Net change in unrealized appreciation
  (depreciation) from investments
  and assets and liabilities denominated in
  foreign currencies.......................      3,340,139        (1,687,823)
                                               -----------       -----------
 Change in net assets resulting from
  operations...............................      5,322,256        (2,728,210)
                                               -----------       -----------
DISTRIBUTIONS TO SHAREHOLDERS:
 Institutional Class
  From net investment income...............       (529,501)         (156,823)
  In excess of net investment income.......        (72,469)          (52,622)
  From net realized gains from investment
   transactions............................       (239,229)               --
 Service Class
  From net investment income...............         (2,400)             (718)
  In excess of net investment income.......             --              (241)
  From net realized gains from investment
   transactions............................           (951)               --
                                               -----------       -----------
 Change in net assets from shareholder
  distributions............................       (844,550)         (210,404)
                                               -----------       -----------
 Change in net assets from capital share
  transactions.............................     (6,847,414)       49,196,756
                                               -----------       -----------
 Change in net assets......................     (2,369,708)       46,258,142
                                               -----------       -----------
NET ASSETS:
 Beginning of year.........................     67,767,370        21,509,228
                                               -----------       -----------
 End of year (including distributions in
  excess of net investment
  income of $68,928 and $422,475
  respectively.)...........................    $65,397,662       $67,767,370
                                               ===========       ===========
</TABLE>
 
See Notes to Financial Statements.
 
14
<PAGE>
 
Notes to Financial Statements
 
1.Organization
 
  HSBC Mutual Funds Trust (the "Trust") was organized in Massachusetts on
  November 1, 1989 as a Massachusetts business trust, and is registered under
  the Investment Company Act of 1940, as amended ("1940 Act"), as a
  diversified, open-end management investment company with multiple
  investment portfolios. The accompanying financial statements and notes
  relate only to the International Equity Fund ("the Fund"). The Fund offers
  two classes of shares: Institutional Shares and Service Shares. The
  Institutional Class is available to customers of financial institutions or
  corporations on behalf of their customers or employees, or on behalf of any
  trust, pension, profit-sharing or other benefit plan for such customers or
  employees. The Service Class is available to all other investors. The
  Institutional Class shares and Service Class shares are identical in all
  respects except that Institutional Class Shares are not subject to a sales
  load or the imposition of any shareholder servicing fees or Rule 12b-1
  fees.
 
  The Fund's investment objective is to seek to provide investors with long-
  term capital appreciation by investing, under ordinary market conditions,
  at least 65% of its total assets in equity securities (including American,
  European, and Global Depositary Receipts) issued by companies based outside
  of the United States. The balance of the Fund's assets will generally be
  invested in equity and debt securities of companies based in the United
  States and outside of the United States including bonds and money market
  instruments. The Fund may also use other investment practices to enhance
  return or to hedge against fluctuations in the value of portfolio
  securities.
 
2.Significant Accounting Policies
 
  The following is a summary of significant accounting policies followed by
  the Fund in the preparation of its financial statements. The policies are
  in conformity with generally accepted accounting principles. The
  preparation of financial statements requires management to make estimates
  and assumptions that affect the reported amounts of assets and liabilities
  at the date of the financial statements and the reported amounts of income
  and expenses for the period. Actual results could differ from those
  estimates.
 
  Securities Valuation: Investments in securities are valued at the last
  quoted sale price as of the close of business on the day the valuation is
  made, or if a sale is not reported for that day, at the mean between
  closing bid and asked prices. Price information for listed securities is
  taken from the exchange where the securities are primarily traded.
  Investments in futures and related options, which are traded on commodities
  exchanges, are valued at their last sale price as of the close of such
  exchanges. Other securities for which no quotations are readily available
  are valued at fair value as determined in good faith by or under the
  direction of the Board of Trustees. Short-term investments having
  maturities of 60 days or less are valued at amortized cost, which
  approximates market value.
 
  All assets and liabilities initially expressed in foreign currencies are
  translated into U.S. dollars at the bid price of such currencies against
  the U.S. dollar's last quoted price by a major bank or broker. If such
  quotations are not available as of the close of the New York Stock
  Exchange, the rate of exchange will be determined in accordance with
  policies established in good faith by the Board of Trustees.
 
  Foreign Currencies: Transactions denominated in foreign currencies are
  recorded at the prevailing rate of exchange as incurred or earned. Asset
  and liability accounts are adjusted to reflect the current rate at the end
  of each period. Such adjustments are recorded in "net unrealized
  appreciation from investments and translation of
 
                                                                             15
<PAGE>
 
Notes to Financial Statements (continued)
 
 
2.Significant Accounting Policies (continued)
 
  assets and liabilities denominated in foreign currencies". Net realized
  foreign currency gains or losses include exchange rate differences between
  trade date and settlement date for security purchases and sales, and
  between the date the Fund records income, expenses and other assets and
  liabilities and the date such assets and liabilities are received or paid.
  The portion of both realized and unrealized gains and losses on investments
  that result from fluctuations in foreign currency exchange rates is not
  separately disclosed.
 
  The Fund may enter into forward foreign currency exchange contracts for
  investment purposes and to hedge its exposure to changes in foreign
  currency exchange rates on its foreign portfolio holdings and to hedge
  certain firm purchase and sales commitments denominated in foreign
  currencies. A forward foreign currency exchange contract is a commitment to
  purchase or sell a foreign currency at a future date at a negotiated rate.
  The gain or loss arising from the difference between the original contracts
  and the closing of such contracts is included in realized gains or losses
  from foreign currency transactions. Fluctuations in the value of forward
  foreign currency exchange contracts are recorded for financial reporting
  purposes as unrealized gains or losses by the Fund until settlement date.
 
  The Fund's custodian will place cash or liquid high grade debt securities
  into a segregated account of the Fund in an amount equal to the value of
  the Fund's total assets committed to the consummation of forward foreign
  exchange contracts requiring the Fund to purchase foreign currency of
  foreign exchange contracts entered into for non-hedging purposes. If the
  value of the securities placed in the segregated account declines,
  additional cash or securities will be placed in the account on a daily
  basis so that the value of the account will equal the amount of the Fund's
  commitments with respect to such contracts.
 
  Risks may arise from the potential inability of a counterparty to meet the
  terms of a contract and from unanticipated movements in the value of a
  foreign currency relative to the U.S. dollar. The face or contract amount,
  in U.S. dollars reflects the total exposure the Fund has in that particular
  currency contract. The Fund had the following outstanding forward foreign
  currency exchange contracts as of December 31, 1998:
 
<TABLE>
<CAPTION>
        Foreign         Settlement                               Current    Unrealized
   Currency Contracts      Date    Contracted Amount Proceeds     Value    Appreciation
   ------------------   ---------- ----------------- ---------- ---------- ------------
   <S>                  <C>        <C>               <C>        <C>        <C>
   Sales
   Contracts:
    British
     Pound               1/29/99   (Pounds)1,408,107 $2,369,000 $2,342,808   $26,192
    British
     Pound               1/29/99           1,481,394  2,500,000  2,464,742    35,258
                                   ----------------- ---------- ----------   -------
     Total:                        (Pounds)2,889,501 $4,869,000 $4,807,550   $61,450
                                   ================= ========== ==========   =======
</TABLE>
 
  Taxes: It is the Fund's policy to continue to comply with the requirements
  of the Internal Revenue Code, as amended, applicable to regulated
  investment companies, and to distribute substantially all of its taxable
  income, and net realized capital gains, if any, to its shareholders.
  Therefore, no provision is required for federal income tax. Under the
  applicable foreign tax law, a withholding tax may be imposed on interest,
  dividends and capital gains earned on foreign investments at various rates.
  Where available, the Fund will file for claims on foreign taxes withheld.
 
  Dividends and Distributions: The Fund intends to declare and pay
  substantially all of its net investment income and net realized capital
  gains, if any, annually in the form of dividends.
 
16
<PAGE>
 
Notes to Financial Statements (continued)
 
 
2.Significant Accounting Policies (continued)
 
  Dividends and distributions are recorded by the Fund on the ex-dividend
  date. The amounts of dividends from net investment income and of
  distributions from net realized gains are determined in accordance with
  federal income tax regulations that may differ from generally accepted
  accounting principles. These "book/tax" differences are either considered
  temporary or permanent in nature. To the extent these differences are
  permanent in nature, such amounts are reclassified within the composition
  of net assets based on their federal tax-basis treatment; temporary
  differences do not require reclassification. Dividends and distributions to
  shareholders which exceed net investment income and net realized capital
  gains for financial reporting purposes but not for tax purposes are
  reported as dividends in excess of net investment income or distributions
  in excess of net realized gains. To the extent they exceed net investment
  income and net realized gains for tax purposes, they are reported as
  distributions of capital.
 
  As of December 31, 1998, the following reclassifications have been made to
  increase (decrease) such accounts with offsetting adjustments made to paid-
  in capital.
 
<TABLE>
<CAPTION>
                                                    Accumulated Distributions in Excess
                                                        of Net Realized Gains from
                         Distributions in Excess of  Investments and Foreign Currency
                           Net Investment Income               Transactions
                         -------------------------- -----------------------------------
   <S>                   <C>                        <C>
   International Equity
   Fund                           $426,003                       ($400,734)
</TABLE>
 
  Security Transactions and Related Income: Security transactions are
  recorded on trade date. Identified cost of investments sold is used for
  both financial statement and federal income tax purposes. Dividend income
  is recorded on the ex-dividend date. Interest income is recorded as earned.
 
  Expense Allocation: Expenses directly attributed to each Fund in the Trust
  are charged to that Fund's operations; expenses which are applicable to all
  Funds are allocated among them on the basis of relative net assets or
  another appropriate basis.
 
3.Portfolio Securities
 
  Purchases and sales of securities (excluding short-term securities) for the
  year ended December 31, 1998 were $104,619,407 and $108,253,399,
  respectively.
 
4.Related Party Transactions
 
  The Trust retains HSBC Asset Management Americas Inc. to act as Investment
  Adviser for the Fund. HSBC Asset Management Americas Inc. is the North
  American investment affiliate of HSBC Holdings plc (Hong Kong and Shanghai
  Banking Corporation). As Investment Adviser, HSBC Asset Management Americas
  Inc. furnishes investment guidance and policy direction in connection with
  the management of the portfolio of the Fund, subject to policies
  established by the Board of Trustees. As compensation for its services,
  HSBC Asset Management Americas Inc. is paid a monthly advisory fee at an
  annual rate of 0.90% of the Fund's average daily net assets. For the year
  ended December 31, 1998, HSBC Asset Management Americas Inc. waived
  $252,838 in advisory fees.
 
                                                                             17
<PAGE>
 
Notes to Financial Statements (continued)
 
 
4.Related Party Transactions (continued)
 
  HSBC Asset Management America, Inc. appointed Delaware International
  Advisers Ltd. to act as investment sub-adviser pursuant to a Subadvisory
  Agreement, effective October 1st, 1998. Under the Subadvisory Agreement,
  the Subadviser has sole discretion, bonded by the investment policies and
  restrictions of the Fund as are set forth in the Fund's prospectus, with
  respect to investments of assets in the Fund. The Subadviser receives
  compensation equal to an amount based on certain percentages of the Fund's
  average daily net assets, all of which is paid by the Investment Adviser.
 
  BISYS Fund Services Limited Partnership d/b/a BISYS Fund Services
  ("BISYS"), an Ohio limited partnership is a subsidiary of The BISYS Group,
  Inc. BISYS, with whom certain officers of the Trust are affiliated, serves
  the Trust as distributor, administrator, fund accountant and transfer
  agent. Such officers are not paid any fees directly by the Fund for serving
  as officers of the Trust.
 
  In accordance with the terms of the Management and Administration and Fund
  Accounting Agreements, BISYS is paid a monthly fee equal to an annual rate
  of 0.15% of the Fund's average daily net assets. For the year ended
  December 31, 1998, BISYS waived $32,756 in administrative services fees.
 
  HSBC Asset Management Americas Inc. is entitled to co-administration fees
  of up to 0.03% of the Fund's average net assets and shareholder servicer
  assistance fees of up to 0.04% of the Service Class's average net assets.
  For the year ended December 31, 1998 the aforementioned fees totaled
  $19,653 and $115 respectively, all of which were waived.
 
  The Fund has adopted a Distribution Plan and Agreement (the "Plan")
  pursuant to Rule 12b-1 of the 1940 Act with respect to Service Shares of
  the Fund. The Service Class Plan provides for a monthly payment by the Fund
  to BISYS for expenses incurred in connection with distribution services
  provided to the Fund not to exceed an annual rate of 0.35% of the Fund's
  average net assets. The Fund incurred expenses totaling $1,006 with regard
  to the Plan for the year ended December 31, 1998, all of which was waived.
  As distributor, BISYS is entitled to receive commissions on sales of shares
  of the Fund. For the year ended December 31, 1998, BISYS received $108 from
  commissions earned on sales of shares of the Fund, $43 of which was
  reallowed to affiliated broker/dealers of the Fund, $65 of which was
  retained by BISYS.
 
  The Fund may enter into agreements (the "Service Agreements") with certain
  banks, financial institutions and corporations ("Service Organizations")
  whereby each Service Organization handles recordkeeping and provides
  certain administration services for its customers who invest in the Fund
  through accounts maintained at that Service Organization. Each Service
  Organization will receive monthly payments for the performance of its
  service under the Service Agreement. The payments from the Fund on an
  annual basis will not exceed 0.35% of the average value of the Funds'
  shares held in the subaccounts of the Service Organizations. For the year
  ended December 31, 1998, the Fund did not participate in any Service
  Agreements.
 
  A partner of the Trust's legal counsel served as Secretary of the Trust.
  Baker & McKenzie served as legal counsel until April 2, 1998. Paul, Weiss,
  Rifkind, Wharton and Garrison assumed the role of legal counsel as of April
  3, 1998. For the year ended December 31, 1998, legal fees incurred by the
  Fund totaled $166,621.
 
18
<PAGE>
 
Notes to Financial Statements (continued)
 
 
5.Capital Share Transactions
 
  Transactions in capital shares for the Fund were as follows:
 
<TABLE>
<CAPTION>
                              For the Year Ended        For the Year Ended
                               December 31, 1998         December 31, 1997
                            ------------------------  ------------------------
                               Amount       Shares       Amount       Shares
                            ------------  ----------  ------------  ----------
   <S>                      <C>           <C>         <C>           <C>
   Institutional Class
   Shares:
   Shares issued            $ 20,085,592   1,642,226  $ 22,732,764   2,100,838
   Shares issued in common
    trust
    fund conversion                   --          --    41,892,562   3,815,352
   Shares reinvested             239,264      20,933            --          --
   Shares redeemed           (27,092,926) (2,460,775)  (15,334,320) (1,384,639)
                            ------------  ----------  ------------  ----------
   Net increase (decrease)  $ (6,768,070)   (797,616) $ 49,291,006   4,531,551
                            ============  ==========  ============  ==========
   Service Class Shares:
   Shares issued            $      3,560         333  $     18,757       1,663
   Shares reinvested               4,310         377            --          --
   Shares redeemed               (87,214)     (7,824)     (113,007)    (10,373)
                            ------------  ----------  ------------  ----------
   Net decrease             $    (79,344)     (7,114) $    (94,250)     (8,710)
                            ============  ==========  ============  ==========
</TABLE>
 
6.Common Trust Fund Conversion
 
  On September 2, 1997, the Fund issued Institutional shares in a tax-free
  conversion to acquire the assets and liabilities of the Diversified
  International Equity Fund of Marine Midland Bank. The following is a
  summary of the shares issued, net assets acquired, net asset value per
  share and unrealized appreciation on the investments transferred as of the
  date transferred:
 
<TABLE>
<CAPTION>
                                                    Net Asset  Unrealized
                               Shares   Net Assets    Value   Appreciation
                              --------- ----------- --------- ------------
   <S>                        <C>       <C>         <C>       <C>
   International Equity Fund  3,815,352 $41,892,562  $10.98    $3,820,904
</TABLE>
 
  The net assets of the Fund prior to the conversion were $36,660,474.
 
7.Federal Income Tax Information (Unaudited)
 
  For the taxable year ended December 31, 1998 the International Equity Fund
  declared long-term capital gain distributions of $269,527.
 
8.Results of Shareholder Meeting (Unaudited)
 
  On September 25, 1998, a Special Meeting of the Shareholders of the
  International Equity Fund was held to approve the following changes to the
  Fund:
 
                                                                             19
<PAGE>
 
Notes to Financial Statements (continued)
 
 
8.Results of Shareholder Meeting (Unaudited) (continued)
 
  A new Sub-Advisory Agreement between the HSBC Asset Management Americas
  Inc. and Delaware International Advisers Ltd. for the HSBC International
  Equity Fund.
 
<TABLE>
<CAPTION>
                                   % of      % of
                                Outstanding Shares
                  No. of Shares   Shares     Voted
                  ------------- ----------- -------
        <S>       <C>           <C>         <C>
        FOR:        5,331,331     88.04%     99.85%
        AGAINST:        2,146      0.04%      0.04%
        ABSTAIN:        5,715      0.09%      0.11%
        TOTAL:      5,339,192     88.17%    100.00%
</TABLE>
 
  A change to the investment objective of the Fund to seek to provide
  investors with long-term capital appreciation by investing, under ordinary
  market conditions, at least 65% of its total assets in equity securities
  (including American, European, and Global Depositary Receipts) issued by
  companies based outside the United States. The Fund's investment objective
  was to seek to provide investors with long-term capital appreciation by
  investing at least 80% of its total assets in equity securities (including
  American and European Depositary Receipts) issued by companies based
  outside of the United States.
 
<TABLE>
<CAPTION>
                                   % of      % of
                                Outstanding Shares
                  No. of Shares   Shares     Voted
                  ------------- ----------- -------
        <S>       <C>           <C>         <C>
        FOR:        5,319,291     87.84%     99.63%
        AGAINST:       16,991      0.28%      0.32%
        ABSTAIN:        2,910      0.05%      0.05%
        TOTAL:      5,339,192     88.17%    100.00%
</TABLE>
 
  A change to the investment policies of the Fund to remove the restriction
  on the Fund purchasing securities of any company with a record of less than
  three years' continuous operation if such purchase would cause the Fund's
  investment in all such companies taken at cost to exceed 5% of the fund's
  total assets taken at market value.
<TABLE>
<CAPTION>
                                   % of      % of
                                Outstanding Shares
                  No. of Shares   Shares     Voted
                  ------------- ----------- -------
        <S>       <C>           <C>         <C>
        FOR:        5,319,440     87.85%     99.63%
        AGAINST:       16,036      0.26%      0.30%
        ABSTAIN:        3,716      0.06%      0.07%
        TOTAL:      5,339,192     88.17%    100.00%
</TABLE>
 
20
<PAGE>
 
Notes to Financial Statements (continued)
 
 
8.Results of Shareholder Meeting (Unaudited) (continued)
 
  A change in the investment policies of the Fund to remove the restriction
  on the Fund investing in warrants in excess of 5% of the Fund's net assets,
  and to remove the restriction on the Fund investing in warrants which are
  listed on the New York or American Stock Exchanges in excess of 2% of the
  Fund's net assets.
 
<TABLE>
<CAPTION>
                                   % of      % of
                                Outstanding Shares
                  No. of Shares   Shares     Voted
                  ------------- ----------- -------
        <S>       <C>           <C>         <C>
        FOR:        5,318,734     87.83%     99.62%
        AGAINST:       10,167      0.17%      0.19%
        ABSTAIN:       10,291      0.17%      0.19%
        TOTAL:      5,339,192     88.17%    100.00%
</TABLE>
 
  A change in the investment policies of the Fund to remove the restriction
  on the Fund purchasing or retaining securities of any company which the
  officers and trustees of the Trust and officers and directors of the
  Adviser who individually own more than 1/2 of 1% of the securities of that
  company, together own beneficially more than 5% of such securities.
 
<TABLE>
<CAPTION>
                                   % of      % of
                                Outstanding Shares
                  No. of Shares   Shares     Voted
                  ------------- ----------- -------
        <S>       <C>           <C>         <C>
        FOR:        5,317,575     87.81%     99.60%
        AGAINST:       11,374      0.19%      0.21%
        ABSTAIN:       10,243      0.17%      0.19%
        TOTAL:      5,339,192     88.17%    100.00%
</TABLE>
 
 
                                                                             21
<PAGE>
 
FINANCIAL HIGHLIGHTS
 
                        HSBC INTERNATIONAL EQUITY FUND
 
<TABLE>
<CAPTION>
                                                Institutional Class Shares
                         -------------------------------------------------------------------------
                              For the           For the           For the        For the Period
                            Year ended        Year ended        Year ended     March 1, 1995(c) to
                         December 31, 1998 December 31, 1997 December 31, 1996  December 31, 1995
                         ----------------- ----------------- ----------------- -------------------
<S>                      <C>               <C>               <C>               <C>
Net Asset Value,
 Beginning of Period....      $ 10.35           $ 10.61           $  9.98            $  8.81
                              -------           -------           -------            -------
Investment Activities
 Net investment income..         0.08              0.04**           (0.01)             (0.03)
 Net realized and
  unrealized gains
  from investment and
  foreign
  currency
  transactions..........         1.09             (0.27)             0.64               1.20
                              -------           -------           -------            -------
 Total from Investment
  Activities............         1.17             (0.23)             0.63               1.17
                              -------           -------           -------            -------
Distributions
 From net investment
  income................        (0.08)            (0.02)               --                 --
 In excess of net
  investment income.....        (0.02)            (0.01)               --                 --
 From net realized
  gains.................        (0.04)               --                --                 --
                              -------           -------           -------            -------
Total Distributions.....        (0.14)            (0.03)               --                 --
                              -------           -------           -------            -------
Net Asset Value, End of
 Period.................      $ 11.38           $ 10.35           $ 10.61            $  9.98
                              =======           =======           =======            =======
Total Return (excludes
 sales or
 redemption charges)....        11.32%            (2.15)%            6.31%             13.28%(a)
Ratios/Supplemental
 Data:
 Net Assets at end of
  period (000)..........      $65,139           $67,458           $21,110            $15,253
 Ratio of expenses to
  average net assets....         1.14%             1.12%             2.04%              2.62%(b)
 Ratio of net investment
  income to average net
  assets................         0.81%             0.35%            (0.10)%            (0.34)%(b)
 Ratio of expenses to
  average net assets*...         1.61%             1.91%             2.89%              3.12%(b)
 Portfolio turnover
  rate***...............       163.90%           112.54%            77.91%             90.31%(a)
</TABLE>
- --------
  * During the period, certain fees were voluntarily reduced and/or reimbursed.
    If such voluntary fee reductions and/or reimbursements had not occurred, the
    ratios would have been as indicated.
 ** Based on average shares outstanding.
*** Portfolio turnover is calculated on the basis of the fund as a whole
    without distinguishing between the classes of shares issued.
(a) Not annualized
(b) Annualized
(c) Commencement of operations.
 
22
<PAGE>
 
<TABLE>
<CAPTION>
                                    Service Class Shares
- ---------------------------------------------------------------------------------------------
     For the            For the           For the           For the         For the Period
   Year ended         Year ended        Year ended        Year ended     April 25, 1994(c) to
December 31, 1998  December 31, 1997 December 31, 1996 December 31, 1995  December 31, 1994
- -----------------  ----------------- ----------------- ----------------- --------------------
<S>                <C>               <C>               <C>               <C>
     $ 10.35            $10.60            $ 9.97            $ 9.55             $ 10.00
     -------            ------            ------            ------             -------
        0.08              0.06**           (0.02)            (0.07)                 --
        1.09             (0.28)             0.65              0.49               (0.43)
     -------            ------            ------            ------             -------
        1.17             (0.22)             0.63              0.42               (0.43)
     -------            ------            ------            ------             -------
       (0.10)            (0.03)               --                --                  --
          --                --                --                --               (0.02)
       (0.04)               --                --                --                  --
     -------            ------            ------            ------             -------
       (0.14)            (0.03)               --                --               (0.02)
     -------            ------            ------            ------             -------
     $ 11.38            $10.35            $10.60            $ 9.97             $  9.55
     =======            ======            ======            ======             =======
       11.32%            (2.06)%            6.32%             4.40%              (4.30)%(a)
     $   259            $  309            $  409            $  658             $16,819
        1.12%             1.17%             2.10%             1.98%               2.16%(b)
        0.81%             0.54%            (0.19)%           (1.01)%             (0.04)%(b)
        1.94%             2.19%             2.94%             3.66%               2.50%(b)
      163.90%           112.54%            77.91%            90.31%              29.37%(a)
</TABLE>
 
                                                                              23
<PAGE>
 
Report of Independent Auditors
 
 
The Board of Trustees and Shareholders
HSBC Mutual Funds Trust
 
We have audited the accompanying statement of assets and liabilities,
including the schedule of portfolio investments, of the International Equity
Fund (one of the portfolios comprising HSBC Mutual Funds Trust) as of December
31, 1998, the related statement of operations for the year then ended, the
statement of changes in net assets for each of the two years in the period
then ended, and the financial highlights for each of the periods indicated
therein. These financial statements and financial highlights are the
responsibility of the Trust's management. Our responsibility is to express an
opinion on these financial statements and financial highlights based on our
audits.
 
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements and
financial highlights are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements and financial highlights. Our procedures included
confirmation of securities owned as of December 31, 1998, by correspondence
with the custodian. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
 
In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of the
International Equity Fund at December 31, 1998, the results of its operations
for the year then ended, the changes in its net assets for each of the two
years in the period then ended and its financial highlights for each of the
indicated periods, in conformity with generally accepted accounting
principles.
 
                                         /s/ Ernst & Young LLP
 
New York, New York
February 12, 1999
 
24
<PAGE>
 
                                            HSBC Mutual Funds Trust
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
                                            Logo HSBS Asset Management
                                            Americas Inc.
- --------------------------------------------------------------------------------
 
                                            International Equity Fund
 
HSBC /SM/ Mutual Funds Trust
3435 Stelzer Road
Columbus, Ohio 43219
 
Information:
(800) 634-2536
 
Investment Adviser
HSBC Asset Management Americas Inc.
140 Broadway (6th Floor)
New York, New York 10005-1180
 
Distributor, Administrator, Transfer Agent
and Dividend Disbursing Agent
BISYS Fund Services
3435 Stelzer Road
Columbus, Ohio 43219
 
Custodian
The Bank of New York
90 Washington Street
New York, New York 10286
 
Independent Auditors
Ernst & Young LLP
787 Seventh Avenue
New York, New York 10019
 
Legal Counsel
Paul, Weiss, Rifkind, Wharton & Garrison
1285 Avenue of the Americas
New York, New York 10019
 
This report is for the information of the shareholders of HSBC Mutual Funds
Trust. Its use in connection with any offering of the Trust's shares is
authorized only in the case of a concurrent or prior delivery of the Trust's
current prospectus. Shares of the Fund are not an obligation of or guaranteed
or endorsed by HSBC Holdings plc or its affiliates. In addition, such shares
are not insured by the Federal Deposit Insurance Corporation, the Federal
Reserve Board, or any other agency and may involve investment risks, including
the possible loss of principal.
                                                                            2/99
Annual Report
December 31, 1998
 
Managed by:
HSBC Asset Management Americas Inc.
 
Sponsored and distributed by:
BISYS Fund Services


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