Form 485BXT HSBC FUNDS
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E-mailRegistration Nos. 033-07647
811-04782
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 18, 2021
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-1A
| REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 |
[X] | |
| Pre-Effective Amendment No. | [_] | |
| Post-Effective Amendment No. 273 | [X] | |
| and/or | ||
| REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 |
[X] | |
| Amendment No. 282 | [X] | |
| (Check appropriate box or boxes) |
| HSBC FUNDS |
| (Exact name of registrant as specified in charter) |
| 4400 Easton Commons, Suite 200 |
| Columbus, Ohio 43219-3035 |
| (Address of principal executive offices) |
| Registrant's Telephone Number, including area code: (800) 782-8183 |
| Stefano Michelagnoli, President |
| 452 Fifth Avenue |
| New York, New York 10018-2786 |
| (Name and address of agent for service) |
| Please send copies of all communications to: |
| David J. Harris, Esq. |
| Brenden P. Carroll, Esq. |
| Dechert LLP |
| 1900 K Street, N.W. |
| Washington, D.C. 20006-2401 |
| It is proposed that this filing will become effective: |
| [ ] immediately upon filing pursuant to paragraph (b) of Rule 485 |
| [X] on March 19, 2021 pursuant to paragraph (b) of Rule 485 |
| [ ] 60 days after filing pursuant to paragraph (a)(1) of Rule 485 |
| [ ] on [date] pursuant to paragraph (a)(1) of Rule 485 |
| [ ] 75 days after filing pursuant to paragraph (a)(2) of Rule 485 |
| [ ] on [date] pursuant to paragraph (a)(2) of Rule 485 |
| If appropriate, check the following box: |
| [X] this post-effective amendment designates a new effective date for a previously filed post-effective amendment. |
Explanatory Note
Post-Effective Amendment No. 233 (the “Amendment”) to the Registration Statement of HSBC Funds was filed pursuant to Rule 485(a)(2) under the Securities Act of 1933 on March 4, 2019 to register Class A and Class I Shares of the HSBC Ultra Short Bond Fund. Pursuant to Rule 485(a)(2), the Amendment would have become effective on May 18, 2019. Post-Effective Amendment No. 235 was filed pursuant to Rule 485(b)(1)(iii) for the purpose of designating June 14, 2019 as the date upon which the Amendment would have become effective. Post-Effective Amendment No. 236 was filed pursuant to Rule 485(b)(1)(iii) for the purpose of designating July 12, 2019 as the date upon which the Amendment would have become effective. Post-Effective Amendment No. 237 was filed pursuant to Rule 485(b)(1)(iii) for the purpose of designating August 9, 2019 as the date upon which the Amendment would have become effective. Post-Effective Amendment No. 238 was filed pursuant to Rule 485(b)(1)(iii) for the purpose of designating September 6, 2019 as the date upon which the Amendment would have become effective. Post-Effective Amendment No. 239 was filed pursuant to Rule 485(b)(1)(iii) for the purpose of designating October 4, 2019 as the date upon which the Amendment would have become effective. Post-Effective Amendment No. 240 was filed pursuant to Rule 485(b)(1)(iii) for the purpose of designating November 1, 2019 as the date upon which the Amendment would have become effective. Post-Effective Amendment No. 241 was filed pursuant to Rule 485(b)(1)(iii) for the purpose of designating November 27, 2019 as the date upon which the Amendment would have become effective. Post-Effective Amendment No. 242 was filed pursuant to Rule 485(b)(1)(iii) for the purpose of designating December 24, 2019 as the date upon which the Amendment would have become effective. Post-Effective Amendment No. 244 was filed pursuant to Rule 485(b)(1)(iii) for the purpose of designating January 22, 2020 as the date upon which the Amendment would have become effective. Post-Effective Amendment No. 245 was filed pursuant to Rule 485(b)(1)(iii) for the purpose of designating February 20, 2020 as the date upon which the Amendment would have become effective. Post-Effective Amendment No. 247 was filed pursuant to Rule 485(b)(1)(iii) for the purpose of designating March 20, 2020 as the date upon which the Amendment would have become effective. Post-Effective Amendment No. 250 was filed pursuant to Rule 485(b)(1)(iii) for the purpose of designating April 17, 2020 as the date upon which the Amendment would have become effective. Post-Effective Amendment No. 251 was filed pursuant to Rule 485(b)(1)(iii) for the purpose of designating May 15, 2020 as the date upon which the Amendment would have become effective. Post-Effective Amendment No. 253 was filed pursuant to Rule 485(b)(1)(iii) for the purpose of designating June 12, 2020 as the date upon which the Amendment would have become effective. Post-Effective Amendment No. 255 was filed pursuant to Rule 485(b)(1)(iii) for the purpose of designating July 10, 2020 as the date upon which the Amendment would have become effective. Post-Effective Amendment No. 257 was filed pursuant to Rule 485(b)(1)(iii) for the purpose of designating August 7, 2020 as the date upon which the Amendment would have become effective. Post-Effective Amendment No. 259 was filed pursuant to Rule 485(b)(1)(iii) for the purpose of designating September 4, 2020 as the date upon which the Amendment would have become effective. Post-Effective Amendment No. 261 was filed pursuant to Rule 485(b)(1)(iii) for the purpose of designating October 2, 2020 as the date upon which the Amendment would have become effective. Post-Effective Amendment No. 263 was filed pursuant to Rule 485(b)(1)(iii) for the purpose of designating October 30, 2020 as the date upon which the Amendment would have become effective. Post-Effective Amendment No. 265 was filed pursuant to Rule 485(b)(1)(iii) for the purpose of designating November 27, 2020 as the date upon which the Amendment would have become effective. Post-Effective Amendment No. 267 was filed pursuant to Rule 485(b)(1)(iii) for the purpose of designating December 24, 2020 as the date upon which the Amendment would have become effective. Post-Effective Amendment No. 269 was filed pursuant to Rule 485(b)(1)(iii) for the purpose of designating January 22, 2021 as the date upon which the Amendment would have become effective. Post-Effective Amendment No. 271 was filed pursuant to Rule 485(b)(1)(iii) for the purpose of designating February 19, 2021 as the date upon which the Amendment would have become effective. This Post-Effective Amendment No. 273 is being filed pursuant to Rule 485(b)(1)(iii) for the purpose of designating March 19, 2021 as the new date upon which the Amendment shall become effective. This Post-Effective Amendment No. 273 incorporates by reference the information contained in Parts A and B of the Amendment. Part C is filed herewith.
PART C
Other Information
* * * * * * * * * * * *
| (1) | Incorporated herein by reference from post-effective amendment No. 214 to the Registration Statement as filed with the SEC on June 27, 2016. |
| (2) | Incorporated herein by reference from post-effective amendment No. 184 to the Registration Statement as filed with the SEC on February 27, 2015. |
| (3) | Incorporated herein by reference from post-effective amendment No. 131 to the Registration Statement as filed with the SEC on April 21, 2011. |
| (4) | Incorporated herein by reference from post-effective amendment No. 104 to the Registration Statement as filed with the SEC on February 28, 2007. |
| (5) | Incorporated herein by reference from post-effective amendment No. 226 to the Registration Statement as filed with the SEC on February 28, 2017. |
| (6) | Incorporated herein by reference from post-effective amendment No. 227 to the Registration Statement as filed with the SEC on February 28, 2018. |
| (7) | Incorporated herein by reference from post-effective amendment No. 230 to the Registration Statement as filed with the SEC on January 31, 2019. |
| (8) | Incorporated herein by reference from post-effective amendment No. 243 to the Registration Statement as filed with the SEC on December 20, 2019. |
| (9) | Incorporated herein by reference from post-effective amendment No. 248 to the Registration Statement as filed with the SEC on February 28, 2020. |
| (10) | Incorporated herein by reference from post-effective amendment No. 269 to the Registration Statement as filed with the SEC on December 23, 2020. |
| (11) | Filed herewith. |
| (12) | To be filed by amendment. |
ITEM 29. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT
Not applicable.
ITEM 30. INDEMNIFICATION
Article VII, Section 7.5 of the Registrant's Amended and Restated Agreement and Declaration of Trust provides for the indemnification of the trustees, officers, employees, agents and other controlling persons of the Registrant. The Amended and Restated Agreement and Declaration of Trust is incorporated by reference as Exhibit (a)(1).
Section 17(h) of the Investment Company Act of 1940 provides that no instrument pursuant to which Registrant is organized or administered shall contain any provision which protects or purports to protect any trustee or officer of Registrant against any liability to Registrant or its shareholders to which he or she would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of his or her office.
Pursuant to the Distribution Agreement, Foreside Distribution Services, L.P. agrees to indemnify the Registrant, its officers, trustees, employees, and any person who controls the Trust (within the meaning of Section 15 of the Securities Act of 1933) against certain liabilities. A copy of the Registrant's Distribution Agreement is incorporated by reference as Exhibit (e)(3).
The Registrant may be party to other agreements that include indemnification, or substantially similar, provisions for the benefit of the Registrant's trustees, officers, employees and any person who controls the Trust.
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to trustees, officers and controlling persons of the Registrant by the Registrant pursuant to the Registrant's organizational instruments or otherwise, the Registrant is aware that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act of 1933 and, therefore, is unenforceable.
ITEM 31. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISERS
HSBC Global Asset Management (USA) Inc., 452 Fifth Avenue, New York, New York 10018, serves as investment adviser (“Adviser”) and is a wholly-owned subsidiary of HSBC Bank USA, Inc., a New York State chartered bank, which is a wholly-owned subsidiary of HSBC USA, Inc., a registered bank holding company. Information as to the directors and officers of the Adviser, together with information as to any other business, profession, vocation or employment of a substantial nature engaged in by the directors and officers of the Adviser in the last two years, is included in its application for registration as an investment adviser on Form ADV (File No. 801-69413) filed under the Investment Advisers Act of 1940, as amended, and is incorporated by reference thereto.
Information as to the directors and officers of Westfield Capital Management Company, L.P. (“Westfield”) together with information as to any other business, profession, vocation or employment of a substantial nature engaged in by the directors and officers of Westfield in the last two years, is included in its application for registration as an investment adviser on Form ADV (File No. 801-34350) filed under the Investment Advisers Act of 1940, as amended, and is incorporated by reference thereto.
ITEM 32. PRINCIPAL UNDERWRITER
| (a) | Foreside Distribution Services, L.P. (the “Distributor”) serves as principal underwriter for the following investment companies registered under the Investment Company Act of 1940, as amended: |
| 1. | HSBC Funds (f/k/a HSBC Investor Funds) |
| 2. | Princeton Long/Short Treasury Fund, Series of Northern Lights Fund Trust |
| 3. | Miles Funds, Inc. (f/k/a WB Capital Mutual Funds, Inc.) |
| (b) | The following are the Officers of the Distributor, the Registrant’s underwriter. The Distributor’s main business address is Three Canal Plaza, Suite 100, Portland, Maine 04101. |
| Name | Address | Position with Underwriter | Position with Registrant | |||
| Mark A. Fairbanks | Three Canal Plaza, Suite 100, | Vice President | None | |||
| Portland, ME 04101 | ||||||
| Richard J. Berthy | Three Canal Plaza, Suite 100, | President and Treasurer | None | |||
| Portland, ME 04101 | ||||||
| Jennifer K. Di Valerio | 899 Cassatt Rd., 400 Berwyn | Vice President | None | |||
| Park, Suite 110, Berwyn, PA | ||||||
| 19312 | ||||||
| Jennifer E. Hoopes | Three Canal Plaza, Suite 100, | Secretary | None | |||
| Portland, ME 04101 | ||||||
| Nanette K. Chern | Three Canal Plaza, Suite 100, | Vice President and Chief | None | |||
| Portland, ME 04101 | Compliance Officer | |||||
(c) Not applicable.
ITEM 33. LOCATION OF ACCOUNTS AND RECORDS
The account books and other documents required to be maintained by the Registrant pursuant to Section 31(a) of the Investment Company Act of 1940 and the Rules thereunder will be maintained at the offices of: HSBC Global Asset Management (USA) Inc., 452 Fifth Avenue, New York, New York 10018; Citi Fund Services Ohio, Inc. 4400 Easton Commons, Suite 200, Columbus, Ohio 43219; Citi Fund Services Ohio, Inc., 800 Boylston Street, 24th Floor, Boston, MA 02199; Westfield Capital Management Company, L.P., One Financial Center, Boston, MA 02111; HSBC Global Asset Management (UK) Limited, 78 St. James's Street, London, SW1A 1EJ; Northern Trust Company, 50 South LaSalle Street, Chicago, IL 60603; DST Asset Manager Solutions, Inc. 2000 Crown Colony Drive, Quincy, MA 02169.
ITEM 34. MANAGEMENT SERVICES
Not applicable.
ITEM 35. UNDERTAKINGS
None.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant certifies that it meets all of the requirements for effectiveness of this registration statement pursuant to Rule 485(b) under the Securities Act of 1933 and has duly caused this registration statement on Form N-1A (File No. 033-07647) (the “Registration Statement”) to be signed on its behalf by the undersigned, thereto duly authorized, in the City of New York, and State of New York on the 18th day of February, 2021.
HSBC FUNDS
| By: | |
| Stefano Michelagnoli* | |
| President |
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities indicated as of the 18th day of February, 2021.
| /s/ Denise Lewis | |||
| Stefano Michelagnoli* | Denise Lewis | ||
| President | Treasurer | ||
| Susan C. Gause* | Susan S. Huang* | ||
| Trustee | Trustee | ||
| Marcia L. Beck* | Hugh T. Hurley* | ||
| Trustee | Trustee | ||
| */s/ Ioannis Tzouganatos | |||
| Ioannis Tzouganatos | |||
* Ioannis Tzouganatos, as attorney-in-fact, on behalf of Susan C. Gause, Susan S. Huang, Marcia L. Beck and Hugh T. Hurley pursuant to a power of attorney incorporated herein by reference from post-effective amendment No. 269 to the Registration Statement as filed with the SEC on December 23, 2020, and on behalf of Stefano Michelagnoli pursuant to a power of attorney filed herewith.
EXHIBITS
| (j)(1)(ii) | Power of Attorney. |
POWER OF ATTORNEY
KNOWN ALL PERSONS BY THESE PRESENTS, that the undersigned constitutes and appoints each of Ioannis Tzouganatos, David Harris and Brenden Carroll his or her true and lawful attorney-in-fact and agent, each with full power of substitution and resubstitution for him in his name, place and stead, to sign any and all registration statements of HSBC Funds on Form N-1A and any other applicable registration form under the Investment Company Act of 1940, as amended, the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, and any amendments or supplements thereto and all instruments necessary or incidental in connection therewith, and to file the same, with all exhibits thereto and other documents in connection therewith, with the U.S. Securities and Exchange Commission and the states, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
| Signature | Title | Date | ||
| /s/Stefano R. Michelagnoli | President/ | January 21, 2021 | ||
| Stefano R. Michelagnoli | Principal Executive Officer |
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