Form 485BPOS HSBC FUNDS

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February 28, 2022 5:38 PM UTC

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Exhibit (e)(6)

HSBC Funds

Distribution Agreement

THIS DISTRIBUTION AGREEMENT (“Agreement”), effective as of the closing of the Transaction (as defined below) (the “Closing Date”), is by and between Foreside Distribution Services L.P. (the “Distributor”) and HSBC Funds (the “Trust”).

WHEREAS, a majority of the interests of Foreside Financial Group, LLC, the indirect parent of the Distributor, are being sold to GC Mountaintop Acquisition Corp., an affiliate of Genstar Capital (the “Transaction”); and

WHEREAS, as a result of the Transaction, the Distribution Agreement between the parties, dated as of May 31, 2017, as amended from time to time (the “Existing Agreement”), will terminate as of the Closing Date;

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

Effective as of the Closing Date, the Trust, on behalf of each series listed on Exhibit A hereto (as amended from time to time) (each, a “Fund” and collectively, the “Funds”), and the Distributor hereby enter into this Agreement on terms identical to those of the Existing Agreement, which are incorporated herein by reference, except as noted below.

Unless sooner terminated as provided herein, this Agreement shall continue for an initial one-year term and thereafter shall be renewed for successive one-year terms, provided such continuance is specifically approved at least annually by (i) the Board or (ii) a vote of a majority of the outstanding voting securities of a Fund, each in accordance with the requirements of Section 15 of the 1940 Act, as such requirements may be modified by rule, regulation, order or guidance of the SEC or its staff. This Agreement may be terminated without penalty, on at least sixty (60) days’ written notice, by the Board, by vote of a majority of the outstanding voting securities of a Fund, or by Distributor. This Agreement may be terminated with respect to one or more Funds, or with respect to the entire Trust. This Agreement will also terminate automatically in the event of its assignment (as defined in the 1940 Act and the rules thereunder).

Capitalized terms used herein without definition have the meanings given them in the Existing Agreement.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the Closing Date.

FORESIDE DISTRIBUTION SERVICES L.P.		HSBC FUNDS

By:	/s/ Mark Fairbanks	By:	/s/ James D. Levy
Name:	Mark Fairbanks	Name:	James D. Levy
Title:	Vice President	Title:	Vice President

EXHIBIT A

Fund Names

HSBC Opportunity Fund

HSBC Opportunity Portfolio

HSBC Opportunity Fund (Class I)

HSBC U.S. Government Money Market Fund

HSBC U.S. Treasury Money Market Fund

HSBC ESG Prime Money Market Fund

Exhibit (h)(1)(i)

OPERATIONAL SUPPORT SERVICES AGREEMENT

HSBC Funds

December 10, 2021

THIS OPERATIONAL SUPPORT SERVICES AGREEMENT (“Agreement”) is made between HSBC Global Asset Management (USA), Inc. (“Adviser”) and HSBC Funds (“Trust”) on behalf of its series, HSBC U.S. Government Money Market Fund, HSBC U.S. Treasury Money Market Fund and HSBC ESG Prime Money Market Fund (each, a “Fund” and collectively, the “Funds”).

WHEREAS, the Trust is a registered open-end investment company organized as a Delaware statutory trust and currently consists of multiple separate series;

WHEREAS, the Adviser has entered into an investment advisory contract with the Trust to provide advisory services to the Funds (the “Advisory Agreement”);

WHEREAS, the Adviser has agreed to provide in addition to the purely investment advisory services provided pursuant to the Advisory Agreement, certain administrative and operational support services in connection with the operation of the Funds;

NOW, THEREFORE, in consideration of the mutual promises herein made, the parties hereby agree as follows:

The Adviser agrees to provide the following operational support services to the Funds:

(i)

manage and coordinate the Funds’ operations, including the development of new product features and benefits;

(ii)

compile statistical and research data required for the preparation of reports and statements which are periodically distributed to the Funds’ officers and Trustees;

(iii)

handle general inquiries from account representatives, such as advice as to the status of shareholder accounts, the current yield and dividends declared to date and provide assistance with other questions related to shareholder accounts;

(iv)

provide support to account representatives regarding Fund benefits and features;

(v)

provide operational assistance to account representatives regarding opening new accounts, closing accounts and making changes to the set-up of existing accounts;

(vi)

assist in the development and ongoing operation of “sweep” accounts utilizing the Funds;

(vii)

compile information required in connection with the Funds’ filings with the Securities and Exchange Commission; and

(viii)

provide such other services as agreed upon by both parties.

For its services, the Adviser shall be entitled to a fee (the “Operational Support Fee”) from each Fund’s Class A, Class C, Class D, Class Y, Intermediary Class and Intermediary Service Class shares (as applicable), computed daily and paid monthly, equal on an annual basis to the percentage of each Fund’s average daily net assets set forth on Schedule A, as in effect from time to time. The Adviser, in its sole discretion, may waive all or any part the Operational Support Fee for any class of shares of a Fund.

This Agreement shall remain in full force and effect through December 31, 2022, and thereafter from year to year to the extent continuance is approved annually by the Board of Trustees of the Trust.

This Agreement may be amended or modified from time to time by both parties in writing.

This Agreement may be terminated by the Trust at any time on sixty (60) days’ written notice without payment of penalty, provided that such termination by the Trust shall be directed or approved by the vote of a majority of the Trustees of the Trust in office at the time or by the vote of a majority of the outstanding voting securities of the Trust as defined by the Investment Company Act of 1940 Act (“1940 Act”); and shall automatically and immediately terminate in the event of its assignment as defined by the 1940 Act.

In the absence of willful misfeasance, bad faith or gross negligence on the part of the Adviser, or of reckless disregard of its duties and obligations hereunder, the Adviser shall not be subject to liability for any act or omission in the course of, or connected with, rendering services hereunder.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their duly authorized officers, and their respective corporate seals to be hereunto duly affixed and attested.

	HSBC FUNDS

	By:	/s/ Stefano R. Michelagnoli
	Name:	Stefano R. Michelagnoli
	Title:	President

	HSBC GLOBAL ASSET MANAGEMENT (USA) INC.

	By:	/s/ Paul Dawe
	Name:	Paul Dawe
	Title:	Chief Operating Officer and Chief Executive Officer

SCHEDULE A
to OPERATIONAL SUPPORT SERVICES AGREEMENT
dated as of December 10, 2021

Fund	Operational Support Fee
U.S. Government Money Market Fund	0.10%
U.S. Treasury Money Market Fund	0.10%
ESG Prime Money Market Fund	0.10%

Exhibit (h)(5)

AMENDMENT TO THE

Services AGREEMENT

THIS AMENDMENT made as of August 1, 2021 (“Amendment”) to that certain Services Agreement dated as of December 14, 2017 (the “Agreement”), by and between HSBC Funds, a Delaware statutory Trust on behalf of the individual series listed on Schedule A to the Agreement (collectively, the “Client”) and Citi Fund Services Ohio, Inc. (“Service Provider” and, with the Client, referred to herein individually as “Party” and collectively as “Parties”). All capitalized terms used but not defined herein shall have the meaning given to them in the Agreement.

WHEREAS, the Service Provider performs certain fund accounting and compliance services for the Client pursuant to the Agreement;

WHEREAS, the Parties wish to amend the Effective Date of Agreement;

WHEREAS, the Parties desire to amend the Fee Schedule of the Agreement in order to account for certain fee updates related to intraday money market fund fees and out-of-pocket expenses; and

WHEREAS, the Parties now wish to amend the Agreement pursuant to this Amendment to update the Fund names listed on Schedule A.

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the Parties hereby agree as follows:

Amendment to the Effective Date.

The Effective Date of the Agreement is hereby amended to now read as August 1, 2021.

Amendment to Schedule A (List of Funds).

Schedule A of the Agreement is hereby deleted in its entirety and replaced with the Schedule A attached to the end of this Amendment.

Amendment to Fees (Exhibit A and Attachment 1 to Fee Letter, Fee Schedule)

Exhibit A, including Attachment 1 to Fee Letter, Fee Schedule, of the Agreement is hereby deleted in its entirety and replaced with the Exhibit A, including Attachment 1 to Fee Letter, Fee Schedule attached hereto.

Representations and Warranties.

Each Party represents and warrants to the other that it has full power and authority to enter into and perform this Amendment, that this Amendment has been duly authorized and, when executed and delivered by it, will constitute a legal, valid and binding obligation of it, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties.

The Client represents that it has provided this Amendment to the Board.

Miscellaneous.

This Amendment supplements and amends the Agreement. The provisions set forth in this Amendment supersede all prior negotiations, understandings and agreements bearing upon the subject matter covered herein, including any conflicting provisions of the Agreement or any provisions of the Agreement that directly cover or indirectly bear upon matters covered under this Amendment.

Each reference to the Agreement in the Agreement and in every other agreement, contract or instrument to which the Parties are bound, shall hereafter be construed as a reference to the Agreement as separately amended by this Amendment. Except as provided in this Amendment, the provisions of the Agreement remain in full force and effect. No amendment or modification to this Amendment shall be valid unless made in writing and executed by each Party hereto.

This Amendment may be executed in counterparts, each of which shall be an original but all of which, taken together, shall constitute one and the same agreement.

[Remainder of page intentionally left blank. Signatures follow on next page.]

IN WITNESS WHEREOF, the Parties hereto have caused this Amendment to be duly executed all as of the day and year first above written.

THE HSBC FUNDS		Citi Fund Services Ohio, Inc.

By:	/s/ Stefano R Michelagnoli	By:	/s/ Dominic Crowe
Name:	Stefano R Michelagnoli	Name:	Dominic Crowe
Title:	Global Head of Client Operations	Title:	President
Date:	October 20, 2021	Date:	October 27, 2021

SCHEDULE A

List of Funds

HSBC Funds

HSBC U.S. Government Money Market Fund

HSBC U.S. Treasury Money Market Fund

HSBC ESG Prime Money Market Fund

HSBC Opportunity Fund

HSBC Opportunity Fund (Class I)

HSBC Opportunity Portfolio

Exhibit A

Fee Letter

To:	The HSBC Funds

Date:

August 1, 2021

Dear Stefano,

We are writing to confirm the following fees which relate to the Services to be provided under the Services Agreement (“Services Agreement”) dated December 14, 2017, as amended, between the Client(s) and the Services Provider. Capitalized terms used but not defined herein shall have the meaning given to them in the Services Agreement.

Each Client agrees to pay all fees, charges, and obligations incurred from time-to-time for any services pursuant to the Services Agreement as determined in accordance with the terms of the fee schedule attached hereto as Attachment 1 (the “Fee Schedule”), the Services Agreement, and as may otherwise be agreed in writing from time-to-time between the Parties.

This fee letter may be executed in several counterparts, each of which will be an original, but all of which together will constitute one and the same agreement.

By signing the acknowledgment below, you agree to this fee letter and the Fee Schedule. Please return a signed duplicate of this fee letter to Citi Fund Services Ohio, Inc., attention Troy Huliba, at 4400 Easton Commons, Suite 200, Columbus, OH 43219 and Legal Department, HSBC Global Asset Management (USA) Inc. at 452 Fifth Avenue, New York, NY 10018.

Sincerely,


Dominic Crowe
President, Citi Fund Services Ohio, Inc.

ACKNOWLEDGED AND AGREED TO:



By:	Stefano R. Michelagnoli

Title:	President, The HSBC Funds


Date:

The HSBC Funds

Attachment 1 to Fee Letter

Fee Schedule

Fund Accounting, Compliance Services, Regulatory Administration. The Client shall pay to Service Provider on the first business day of each month, or at such time as Service Provider shall request, fees for fund accounting, compliance and regulatory administration services provided under the Services Agreement as follows:

Fund Accounting

The Client shall pay an annual fee with respect to the Funds as follows:

Per Fund:

	Master/Feeder Structure

	HSBC Opportunity Portfolio	$40,000

	Feeder Funds	$9,000

	Non-Master/Feeder Structure

	All other Non-Master/Feeder Funds	$35,000

Per Additional Class of any Fund (whether Master/Feeder Structure on Non-Master/Feeder Structure) $5,000

Intraday NAV

$10,000 Per Daily NAV Per Year

The HSBC ESG Prime Market Fund will have 3 Intraday NAVs, and thus will be charged $30,000 annually in addition to the base fee of $35,000

Security Pricing Fees

Asset Type	End of Day Price Monthly Fee ($)	Intraday Price Monthly Fee ($)
Equities	1.85	N/a
Asset Backed	15.55	20.00
General Bonds	11.65	20.00
Government Bonds	11.65	20.00
Complex Debt	20.90	N/a
Listed Derivatives	3.00	N/a
Simple OTCs	22.25	N/a
Mid Tier OTCs	72.05	N/a
Complex OTCs	313.85	N/a

The Intraday Price Monthly Fee will apply to any security held in a portfolio that requires three intraday price snaps.

The third and final price snap will be the price used for the calculation of the final NAV.

In the event the Fund’s pricing policies require a security to also be valued using End of Day Price in addition to the Intraday prices, both monthly rates would apply.

Notes

Monthly rates reflected are based upon current primary pricing vendor selections.

Each “Asset Type” can typically be expected to include the following security types:

●

Equities: Domestic Equity, Foreign Equity, Warrants

●

Asset Backed: ABS, MBS, CMO’s, CMBs

●

General Bonds: US Investment Grade Corporate Bonds, US High Yield Corporate Bonds, International Bonds

●

Government Bonds: Agency Debt, US Government Bonds, Money Market, Municipal Bonds

●

Complex Debt: Bank Loans

●

Listed Derivatives: Futures, options

●

Simple OTC: Interest Rate Swap; OTC Options; Currency Forwards; Currency Swap

●

Mid Tier OTC: Total Return Swap; Asset Swaps; Cross Currency Swaps; Credit Default Swaps

●

Complex OTC: Exotic Options; Volatility Swaps; CDOs; CLOs

Money Market Fund Reporting Fees

For the Money Market Fund Reporting Services, each Fund that is regulated as a money market fund pursuant to Rule 2a-7 of the Investment Company Act of 1940, as amended (each, a "Money Market Fund") shall pay $10,000 per year (billed monthly). The foregoing fees do not include out of pocket expenses or CPU, which shall be paid separately by the HSBC Funds. In addition, with respect to any document to be filed with the SEC, the applicable Money Market Fund shall be responsible for all expenses associated with causing such document to be converted into a format acceptable to the SEC (currently XML) prior to filing, as well as all associated filing and other fees and expenses.

FORM N-PORT

Tier	Description	Annual Fee (per Fund)
Tier 1	All Fund of Funds and Equity Funds holding < 50 securities	$11,500
Tier 2	Fixed Income Funds* holding 0-499 securities and Equity Funds holding 50-499 securities	$14,000
Tier 3	All Fixed Income and Equity Funds holding > 500 securities	$18,500

Sleeve Fee: An additional fee will apply per Sleeve		$1,000

HSBC Opportunity Fund, Class I (Feeder)		$5,000
HSBC Opportunity Fund (Feeder)		$5,000

*Fixed Income Funds are defined in accordance with applicable regulation stating Fixed Income Funds are those which hold 25% of total net assets in fixed income securities.

Note: Each Fund will be designated as a specific “tier” upon the commencement of the N-PORT filing service. An annual review will be performed to certify the appropriate classifications are applied for the subsequent 12 month period. The annual review will occur at the end of each calendar year and be effective on the first of January each year. Any Fund launches will be reviewed at inception to ensure the appropriate “tier” is applied to the new Fund.

Compliance Services:

Annual Fee 

$313,915.34

Regulatory Administration Fee:

Annual Fee

$115,000 per year

Additional Fees (annual per unit)

SOC-1 / SSAE 18 Charges (per Class) $125

Out-of-Pocket Expenses and Miscellaneous Charges

In addition to the above fees, Service Provider shall be entitled to receive payment for the following out-of-pocket expenses and miscellaneous charges:

Reimbursement of Expenses. Client shall reimburse Service Provider for its out-of-pocket expenses reasonably incurred in providing Services (upon reasonable request, not to occur too frequently, Service Provider shall provide invoices or other documentation evidencing such expenses), including, but not limited to:

(i)

All freight and other delivery and bonding charges incurred by Service Provider in delivering materials to and from the Client and in delivering all materials to Unitholders;

(ii)

The cost of obtaining security and issuer information;

(iii)

The cost of CD-ROM, computer disks, microfilm, or microfiche, and storage of records or other materials and data;

(iv)

Costs of postage, bank services, couriers, stock computer paper, statements, labels, envelopes, reports, notices, or other form of printed material (including the cost of preparing and printing all printed material) which shall be required by Service Provider for the performance of the services to be provided hereunder, including print production charges incurred;

(v)

All copy charges;

(vi)

Any expenses Service Provider shall incur at the written direction of the Client or a duly authorized officer of the Client;

(vii)

The cost of tax data services;

(viii)

Regulatory filing fees, industry data source fees, printing (including board book production expenses) and typesetting services, communications, delivery services, reproduction and record storage and retention expenses, and travel related expenses for board/client meetings; and

(ix)

Any additional expenses reasonably incurred by Service Provider in the performance of its duties and obligations under this Agreement.

Miscellaneous Service Fees and Charges. In addition to the amounts set forth above, Service Provider shall be entitled to receive the following amounts from the Client:

(i)

System development fees, billed at the rate of $150 per hour, as requested and pre-approved by the Client, and all systems-related expenses, agreed in advance, associated with the provision of special reports and services pursuant to any of the Schedules hereto;

(ii)

Fees for development of custom interfaces pre-approved by the Client, billed at the rate of $150 per hour;

(iii)

Ad hoc reporting fees pre-approved by the Client, billed at the rate of $150 per hour;

(iv)

Expenses associated with Service Provider’s anti-fraud procedures as it pertains to new account review;

	(v)	Check and payment processing fees; and
	(vi)	Costs of rating agency services.

Exhibit (h)(6)

HSBC FUNDS

EXPENSE LIMITATION AGREEMENT

EXPENSE LIMITATION AGREEMENT, effective as of December 10, 2021, by and between HSBC Global Asset Management (USA) Inc. (the “Investment Manager”) and HSBC Funds (the “Trust”), on behalf of each of its series set forth in Schedule A hereto (each, a “Fund”).

WHEREAS, the Trust is a Delaware statutory trust, and is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management company of the series type, and each Fund is a series of the Trust; and

WHEREAS, the Trust and the Investment Manager have entered into an Investment Management Agreement (the “Management Agreement”), pursuant to which the Investment Manager provides investment management services to each Fund for compensation based on the value of the average daily net assets of each such Fund; and

WHEREAS, the Funds may, from time to time, invest in affiliated or unaffiliated investment companies, including exchange-traded funds (ETFs), such underlying investments collectively referred to herein as “Acquired Funds”; and

WHEREAS, the Trust and the Investment Manager have determined that it is appropriate and in the best interests of each Fund and its shareholders to maintain the expenses of each Fund at a level below the level to which each such Fund may normally be subject;

NOW THEREFORE, the parties hereto agree as follows:

Expense Limitation.

1.1. Applicable Expense Limit. To the extent that the ordinary operating expenses incurred by a Fund in any fiscal year, including but not limited to investment management fees of the Investment Manager and amounts payable pursuant to a plan adopted in accordance with Rule 12b-1 under the 1940 Act (“Fund Operating Expenses”), but excluding interest, taxes, brokerage commissions, Acquired Fund fees and expenses other than estimated indirect expenses attributable to a Fund’s investments in the HSBC Opportunity Portfolio, extraordinary expenses such as litigation, and other expenses not incurred in the ordinary course of such Fund’s business, exceed the operating expense limit, as defined in Section 1.2 below (“Operating Expense Limit”), such excess amount (the “Excess Amount”) shall be the liability of the Investment Manager.

1.2. Operating Expense Limit. The maximum Operating Expense Limit in any year with respect to each Fund shall be the amount specified in Schedule A based on a percentage of the average daily net assets of each Fund.

1.3. Duration of Operating Expense Limit. The Operating Expense Limit with respect to each Fund shall remain in effect until the date specified for that Fund on Schedule B. The Investment Manager may extend, but may not during the term of this Agreement shorten without the consent of the Trust, the duration of the Operating Expense Limit for any Fund by delivering a revised Schedule

B to the Trust reflecting such extension. Such an extension must continue at the same Operating Expense Limit amount specified on Schedule A.

1.4. Method of Computation. To determine the Investment Manager's obligation with respect to the Excess Amount, each day the Fund Operating Expenses for each Fund shall be estimated and accrued. Each day, the Fund shall also calculate a year-to-date Operating Expense Limit Amount (“Operating Expense Limit Amount”), based on each Fund's year to date average net assets and its Operating Expense Limit. If the total year-to-date expenses exceed the year to date Operating Expense Limit Amount, the Fund shall record a receivable from the Investment Manager in an amount equal to the year-to-date Excess Amount less any such receivables previously recorded for the fiscal period. Shortly after the end of each month, the Fund shall deliver to the Investment Manager a statement indicating the Excess Amount owed to the Fund for the month and the Investment Manager will remit to the Fund an amount that, together with any waived or reduced investment management fee, is sufficient to pay that monthly Excess Amount.

1.5. Year-End Adjustment. If necessary, on or before the last day of the first month of each fiscal year, an adjustment payment shall be made by the appropriate party in order that the amount of the investment management fees waived or reduced and other payments remitted by the Investment Manager to the Fund or Funds with respect to the previous fiscal year shall equal the Excess Amount.

Reimbursement of Fee Waivers and Expense Reimbursements.

2.1. Reimbursement. If on any day during which the Management Agreement is in effect, the estimated annualized Fund Operating Expenses of such Fund for that day are less than the Operating Expense Limit, the Investment Manager shall be entitled to reimbursement by such Fund of the investment management fees waived or reduced and other payments remitted by the Investment Manager to such Fund pursuant to Section 1 hereof (the “Reimbursement Amount”) during any of the previous thirty-six (36) months, to the extent that the Fund’s annualized Operating Expenses plus the amount so reimbursed equals, for such day, the Operating Expense Limit provided in Schedule A, provided that such amount paid to the Investment Manager will in no event exceed the total Reimbursement Amount and will not include any amounts previously reimbursed.

2.2. Year-End Adjustment. If necessary, on or before the last day of the first month of each fiscal year, an adjustment payment shall be made by the appropriate party in order that the actual Fund Operating Expenses of a Fund for the prior fiscal year (including any reimbursement payments hereunder with respect to such fiscal year) do not exceed the Operating Expense Limit.

Term and Termination of Agreement.

This Agreement shall terminate, without payment of any penalty, upon: (1) termination of the Management Agreement or (2) written notice to the Investment Manager by the Trust.

Miscellaneous.

4.1. Captions. The captions in this Agreement are included for convenience of reference only and in no other way define or delineate any of the provisions hereof or otherwise affect their construction or effect.

4.2. Interpretation. Nothing herein contained shall be deemed to require the Trust or the Funds to take any action contrary to the Trust’s Agreement and Declaration of Trust or By-Laws, or any applicable statutory or regulatory requirement to which it is subject or by which it is bound, or to relieve or deprive the Trust’s Board of Trustees of its responsibility for and control of the conduct of the affairs of the Trust or the Funds.

4.3. Definitions. Any question of interpretation of any term or provision of this Agreement, including but not limited to the investment management fee, the computations of net asset values, and the allocation of expenses, having a counterpart in or otherwise derived from the terms and provisions of the Management Agreement or the 1940 Act, shall have the same meaning as and be resolved by reference to such Management Agreement or the 1940 Act.

IN WITNESS WHEREOF, the parties have caused this Agreement to be signed by their respective officers thereunto duly authorized and their respective corporate seals to be hereunto affixed, as of December 10, 2021.

	HSBC FUNDS
	ON BEHALF OF
	EACH OF ITS SERIES SET FORTH IN SCHEDULE A

	By:	/s/ Stefano R. Michelagnoli
	Name:	Stefano R. Michelagnoli
	Title:	President

	HSBC GLOBAL ASSET MANAGEMENT (USA) INC.

	By:	/s/ Paul Dawe
	Name:	Paul Dawe
	Title:	Chief Operating Officer and Chief Executive Officer

SCHEDULE A

OPERATING EXPENSE LIMITS

This Agreement relates to the following:

Name of Fund	Maximum Operating Expense Limit (as a percentage of average net assets)
HSBC U.S. Government Money Market Fund	Class E Shares:	0.25%
	Class I Shares:	0.14%
	Intermediary Shares:	0.18%
	Intermediary Service Shares:	0.20%

HSBC U.S. Treasury Money Market Fund	Class E Shares:	0.25%
	Class I Shares:	0.14%
	Intermediary Shares:	0.18%
	Intermediary Service Shares:	0.20%

HSBC ESG Prime Money Market Fund	Class I Shares:	0.14%
	Intermediary Shares:	0.18%
	Intermediary Service Shares:	0.20%

HSBC Opportunity Fund	Class A Shares:	1.65%
	Class B Shares:	2.40%
	Class C Shares:	2.40%

HSBC Opportunity Fund Class I	Class I Shares:	1.10%

SCHEDULE B

DURATION OF OPERATING EXPENSE LIMITS

The duration of each Operating Expense Limit shall be as follows:

Name of Fund	Date on Which Operating Expense Limit Terminates
HSBC U.S. Government Money Market Fund	March 1, 2023
HSBC U.S. Treasury Money Market Fund	March 1, 2023
HSBC ESG Prime Money Market Fund	March 1, 2023
HSBC Opportunity Fund	March 1, 2023
HSBC Opportunity Fund Class I	March 1, 2023

Exhibit (h)(11)

AMENDMENT TO THE

Services AGREEMENT

THIS AMENDMENT made as of August 1, 2021 (“Amendment”) to that certain Services Agreement dated as of December 14, 2017 (the “Agreement”), by and between HSBC Global Asset Management (USA) Inc., (the “Client”) and Citi Fund Services Ohio, Inc. (“Service Provider” and, with the Client, referred to herein individually as “Party” and collectively as “Parties”). All capitalized terms used but not defined herein shall have the meaning given to them in the Agreement.

WHEREAS, the Service Provider performs certain sub-administration services for the Client pursuant to the Agreement;

WHEREAS, the Parties wish to amend the Effective Date of the Agreement;

WHEREAS, the Parties now wish to amend the Agreement pursuant to this Amendment to update the Fund names listed on Schedule A;

WHEREAS, the Parties wish to amend the Services Schedule to account for updates related to performance reporting services; and

WHEREAS, the Parties desire to amend the Fee Schedule of the Agreement in order to account for certain fee updates.

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the Parties hereby agree as follows:

Amendment to the Effective Date.

The Effective Date of the Agreement is hereby amended to now read as August 1, 2021.

Amendment to Schedule A (List of Funds).

Schedule A of the Agreement is hereby deleted in its entirety and replaced with the Schedule A attached to the end of this Amendment.

Amendment to Schedule 2 (Services Schedule).

Schedule 2 of the Agreement is hereby deleted in its entirety and replaced with the Schedule 2 attached hereto.

Amendment to Fees (Exhibit A and Attachment 1 to Fee Letter, Fee Schedule).

Representations and Warranties.

The Client represents that it has provided this Amendment to the Board.

Miscellaneous.

This Amendment may be executed in counterparts, each of which shall be an original but all of which, taken together, shall constitute one and the same agreement.

[Remainder of page intentionally left blank. Signatures follow on next page.]

IN WITNESS WHEREOF, the Parties hereto have caused this Amendment to be duly executed all as of the day and year first above written.

HSBC Global Asset Management (USA) Inc.		Citi Fund Services Ohio, Inc.

By:	/s/ Stefano R. Michelagnoli	By:	/s/ Dominic Crowe

Name:	Stefano R. Michelagnoli	Name:	Dominic Crowe

Title:	Global Head of Client Operations	Title:	President

Date:	October 20, 2021	Date:	October 27, 2021

SCHEDULE A

List of Funds

HSBC Funds

HSBC U.S. Government Money Market Fund

HSBC U.S. Treasury Money Market Fund

HSBC ESG Prime Money Market Fund

HSBC Opportunity Fund

HSBC Opportunity Fund (Class I)

HSBC Opportunity Portfolio

Schedule 2 to Sub-Administration Services Agreement

Sub-Administration Services

I. Services

Registration Statements, Financial Statements, Proxy Statements and other SEC Filings:

For each Fund, prepare for review and approval of the Client drafts of (i) the annual report to Shareholders and (ii) the semi-annual report. Subject to review and approval by the Client, file the final versions thereof on Form N-CSR with the SEC.

Prepare and file the Fund’s Form N-SAR and file all required notices pursuant to Rule 24f-2.

Assist with the layout and printing of prospectuses and the Funds’ semi-annual and annual reports to Shareholders.

Prepare and file holdings reports on Form N-Q with the SEC, as required at the end of the first and third fiscal quarters of each year.

Certain Operational Matters

Calculate contractual Fund expenses and make disbursements for the Funds, including trustee and vendor fees and compensation and annual reporting of such on IRS Forms 1099-MISC and 1096, as applicable. Disbursements shall be subject to review and approval of an Authorized Person and shall be made only out of the assets of the applicable Fund.

Prepare an annual projection of the Funds’ non-asset based expense accruals prior to the beginning of each fiscal year of each Fund and monitor actual and accrued expenses.

Compute, as appropriate, each Fund’s dividend payables and dividend factors

Assist the Funds’ transfer agent with respect to the payment of dividends and other distributions to Shareholders;

Calculate performance data of the Funds for dissemination to (i) the Client, including the Board, (ii) up to six (6) information services covering the investment company industry and (iii) other parties, as requested by the Client and agreed to by Service Provider.

Assist the Client in developing appropriate portfolio compliance procedures for each Fund to monitor compliance with the 1940 Act and other relevant regulations, and provide compliance monitoring services with respect to such procedures as reasonably requested by the Client, provided that such compliance must be determinable by reference to the Fund ‘s accounting records.

Assist the Client with portfolio compliance monitoring in accordance with Rule 22e-4(b) including:

daily liquidity classifications of portfolio securities held by the Fund;

ii.

daily monitoring of compliance with the Fund’s established Highly Liquid Investment Minimum (HLIM);

iii.

daily monitoring of compliance with the Fund’s 15% illiquid holdings maximum; and

iv.

monthly liquidity classification of portfolio securities on Form N-PORT effective June 1, 2019.

Monitor and advise the client and the Funds on their regulated investment company status under the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder

Assist the Client and Fund Counsel in responding to routine regulatory examinations or investigations.

Monitor wash sales annually.

Prepare informational schedules for use by the Funds’ auditors in connection with such auditor’s preparation of the Funds’ tax returns

Coordinate with independent auditors concerning the Funds’ regular annual audit.

Report to the Board regarding amounts paid under Shareholder Service Agreements and maintain appropriate records in connection with services.

Upon the Client’s request, the Service Provider will assist the Client with the following: (a) semi-annual reviews of financial reports (b) revisions to policies, procedures and code of ethics, (c) preparation of responses for regulatory examinations and inquiries, and (d) layout and printing of prospectuses and semi-annual and annual reports to Shareholders.

Provide support for the Annual Prospectus Update, including, but not limited to, providing the required financial information for the filings; and

Provide support for new fund development and filings, including pro forma expense projections as well as any financial information for the initial registration statement filing.

Subject to other terms and conditions of this Services Schedule and Agreement make available appropriate individuals to serve as officers of the Funds, upon designation as such by the Board, to serve in ministerial capacities related to the services provided by Citi as determined by the Board, or as PFO of the Funds, upon designation as such by the Board subject to the provisions of this Agreement and the Citi policies referred to in this Agreement.

Money Market Fund Reporting

With respect to each Fund regulated as a money market fund pursuant to Rule 2a-7 of the 1940 Act (a “Money Market Fund”), Service Provider shall:

Provide Fund’s schedules of investments for monthly posting on the Fund’s website.

Post the Fund’s schedules of investments on the Fund’s website monthly.

Prepare and file the Fund’s portfolio holdings and coordinate the compilation of other data with the Fund’s investment adviser for monthly filing with the SEC on Form N-MFP.

Provide the Fund’s portfolio holdings to the Client’s investment adviser for monthly filing with the SEC on Form N-MFP.

4. Typesetting Services

(a)

Own and manage the typesetting for all annual and semi-annual reports;

(b)

Coordinate reviews and sign-offs with the Client and other appropriate 3^rd parties prior to delivering the typeset reports to the financial printer;

(c)

Creation of Fund Fact Sheets as needed

II. Notes and Conditions Related to Fund Administration Services

With respect to any document to be filed with the SEC, the Client shall be responsible for all expenses associated with causing such document to be converted into an EDGAR format prior to filing, as well as all associated filing and other fees and expenses.

If requested by the Client with respect to a fiscal period during which Service Provider served as financial administrator, Service Provider will provide a sub-certification pertaining to Service Provider’s services consistent with the requirements of the Sarbanes-Oxley Act of 2002.

III. PROVISION OF PRINCIPAL FINANCIAL OFFICER AND RELATED TERMS AND CONDITIONS

Provision of Individual to Serve as a Principal Financial Officer. Subject to the other terms and conditions of this Section III of the Services Schedule, the Service Provider shall make a qualified individual available to serve as the Principal Financial Officer or under such other title to perform similar functions (the “PFO”) for the Funds.

Discretion to Appoint and Remove the PFO; Client Control of the PFO. Client acknowledges and agrees that the Funds’ Board of Trustees shall have the sole and absolute discretion to appoint, or to determine not to appoint or to terminate, the services of, any person made available by the Service Provider to serve as a PFO pursuant to Section III.A above. The Client acknowledges and agrees, and represents that such individuals, when acting as a PFO, are not employees or agents of Service Provider and Service Provider shall not be responsible for their actions or omissions.

Other Terms and Conditions Related to the PFO.

(i)

Individuals that Service Provider makes available as PFO need not be employees or agents of Service Provider and may be independent contractors or employees or agents of a third party, provided, however, that Service Provider agrees to promptly notify the Client if any PFO is not, or is no longer, an employee of Service Provider.

(ii)

If Service Provider can no longer secure the services of, or has decided to sever its relationship with, an individual that is currently serving as a PFO, the Client may secure such service directly in any manner deemed appropriate by the Client and the Funds. If this does not occur, Service Provider’s only obligation shall be to use reasonable efforts to make another qualified individual available to serve in the same capacity as such a PFO.

(iii)

In connection with Service Provider’s obligation to make a qualified individual available to serve as a PFO, Service Provider shall pay a level of total compensation to such person that is consistent with Service Provider’s compensation of employees having similar duties, similar seniority and qualifications, and working at the same or similar geographical location, and Service Provider shall not be required to pay compensation in any greater amount.

(iv)

If any employee of Service Provider acts as a PFO of the Funds, the Client acknowledges and agrees that any such relationship shall be subject to the internal policies of Service Provider concerning the activities of its employees and their service as officers of the Funds; if such policies prohibit any such employee from acting as a PFO of the Funds, Service Provider’s only obligation shall be to use reasonable efforts to make a non-employee available to serve in the same capacity as such a PFO.

Provision of Information to PFO; Cooperation. In order to permit a PFO to act in the offices to which he or she has been appointed, the Client agrees to provide, and to use reasonable best efforts to ensure that the Funds provide, and to cause each other agent or current or immediately preceding service provider to the Client and/or the Funds (including investment advisers, intermediaries and custodians) to provide, to the PFO the information that the PFO may reasonably request in connection with his or her respective office, including, without limitation, any Organizational Documents, Offering Documents and Policies and Procedures of the Funds (including, as applicable, the Funds’ compliance program (the “Fund Compliance Program”) and the SOX disclosure controls and procedures (defined below)) and any amendments thereto. Client shall also make available, as reasonably requested by the PFO and at the expense of the Client, (i) the opportunity to consult with and seek instructions from the Board of the Funds and (ii) the opportunity to seek advice from the Client’s and Funds’ counsel and independent public accountants.

Notices of Claims. The Client shall promptly notify the Service Provider of any claim, or issue, matter or event that would be reasonably likely to result in any claim, by the Client or the Funds, one or more Shareholder(s) or

any third party which involves an allegation that a PFO failed to exercise his or her obligations to the Funds in a manner consistent with applicable Laws.

Indemnification of PFO; Insurance. The Client represents, warrants, and agrees that the Funds’ Organizational Documents and/or resolutions of its Board contain mandatory indemnification provisions that are applicable to the PFO made available by Service Provider, that are designed and intended to have the effect of fully indemnifying such officer and holding the PFO harmless with respect to any claims, liabilities and costs arising out of or relating to the PFO’s service in good faith in a manner reasonably believed to be in the best interests of the Funds, except to the extent the PFO would otherwise be liable to the Funds or to its security holders by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of office. In addition, the Client represents, warrants, and agrees that the Funds maintain insurance coverage from a reputable insurance company for the PFO under a directors and officers liability policy that is consistent with standards in the mutual fund industry taking into account the size of the Funds and each series thereof and the nature of their investment portfolio and other relevant factors.

Resignation of Officers. The PFO may resign for any reason. Service Provider may terminate this Agreement for cause pursuant to Section III.I(ii), and shall have no obligation to endeavor to make available another individual to act as a PFO, if

(i)

the Funds’ Organizational Documents do not, or no longer, contain the indemnity described in Section III.F or the Funds have not secured or maintained the insurance policy described in Section III.F;

(ii)

the PFO determines, in good faith, that the Funds --

(a)

have failed (I) to establish, maintain and implement a reasonable Fund Compliance Program or (II) to secure the reasonable cooperation of those service providers to the Funds or third parties (including investment advisers and intermediaries) that are not affiliated with Service Provider with respect to the Fund Compliance Program;

(b)

have failed (I) to establish, maintain and implement reasonable written policies and procedures related to the due diligence obligations of certifying officers under the Sarbanes Oxley Act of 2002 (“SOX disclosure controls and procedures”) or (II) to secure the reasonable cooperation of those service providers to the Funds that are not affiliated with Service Provider with respect to the SOX disclosure controls and procedures;

(c)

have failed to secure and retain the services of legal counsel or independent auditors; or

(d)

have violated, or is likely to violate or be deemed by any applicable Governmental Authority to have materially violated any applicable Law, including any applicable securities Laws or the PFO, or Service Provider, has suffered a claim from a third party, or been threatened with such a claim, related to or arising out of the fact that the PFO was an officer of the Funds.

Effective immediately upon the termination or expiration of the Agreement, a PFO shall be deemed to have resigned his or her respective office, with no requirement to deliver a resignation notice to the Client or the Funds and no requirement by the Client or the Funds to deliver a termination notice.

FEES AND EXPENSES

(i)

Fee Schedule. The Client will pay all fees, expenses, charges and obligations incurred from time to time in relation to the Services in accordance with the terms of the Fee Schedule, together with any other amounts payable to the Service Provider under this Agreement.

(ii)

Expenses. In addition to paying the fees set forth in the Fee Schedule, the Client agrees to reimburse the Service Provider for all of its actual out-of-pocket expenses reasonably incurred in providing services under this Section III, including but not limited to the following: (i) all out of pocket costs incurred in

connection with the provision of a PFO to the Funds under this Agreement, including travel costs for attending Board meetings, and conducting due diligence on the Funds’ investment advisers, custodian, intermediaries and other service providers (other than the Service Provider); and (ii) upon the approval of the Client or the Funds, costs to recruit a PFO.

In addition, in the event that the Service Provider is requested or authorized by the Client or the Funds, or is required by governmental regulation, summons, subpoena, investigation, examination or other legal or regulatory process, to produce documents or personnel with respect to services provided by the Service Provider to the Client and the Funds under this Agreement, the Client will, so long as the Service Provider is not the subject of the investigation or proceeding in which the information is sought, pay the Service Provider for its professional time (at its standard billing rates) and reimburse the Service Provider for its reasonable out-of-pocket expenses (including reasonable attorneys fees) incurred in responding to such requests or requirements.

TERM AND TERMINATION RELATED TO THE PROVISION OF PFO SERVICES

(i)

Term. The provision of a PFO will begin on the Effective Date and shall continue until it is terminated by either Party as permitted in Section III.I(ii) below.

(ii)

Termination.

(a)

Either Party may terminate the provision of a PFO with or without cause, by provision of a written notice of (i) at least 30 days, in the case of notice from the Client to the Service Provider and (ii) at least 90 days, in the case of notice from the Service Provider to the Client.

(b)

Subject to Section III.G, the Service Provider may terminate the provision of a PFO with cause on at least thirty (30) days’ written notice to the Funds if the Client or the Funds have materially breached any of its obligations hereunder; provided, however, that (i) the termination notice will describe the breach; (ii) no such termination will be effective if, with respect to any breach that is capable of being cured prior to the date set forth in the termination notice, the Client has reasonably cured such breach; and (iii) subject to applicable Law, no such thirty (30) day notice period shall be required in the event the Client or the Funds become insolvent or has submitted a voluntary petition for administration.

(c)

The provision of a PFO may be further terminated by either Party immediately in the event of:

(a)

the winding up of or the appointment of an examiner or receiver or liquidator to the other party or the Funds or on the happening of a like event whether at the direction of an appropriate regulatory agency or court of competent jurisdiction or otherwise; or

(b)

the other Party no longer being permitted or able to perform its obligations under this Section III pursuant to applicable law or regulation.

(d)

Notwithstanding the foregoing, the provision of a PFO shall terminate automatically, with no further action required by either Party, immediately upon the expiration or termination of the Agreement.

(iii)

Surviving Terms. The rights and obligations contained in Section III.I will survive the termination of this Agreement.

Exhibit A

Fee Letter

To:	HSBC Global Asset Management (USA), Inc.

Date:	August 1, 2021

Dear Stefano,

We are writing to confirm the following fees which relate to the Services to be provided under the Sub-Administration Services Agreement dated December 14, 2017 between the Client(s) and the Services Provider. Capitalized terms used but not defined herein shall have the meaning given to them in the Sub-Administration Services Agreement.

Client agrees to pay all fees, charges, and obligations incurred from time-to-time for any services pursuant to the Sub-Administration Services Agreement as determined in accordance with the terms of the fee schedule attached hereto as Attachment 1 (the “Fee Schedule”), the Services Agreement, and as may otherwise be agreed in writing from time-to-time between the Parties.

This fee letter may be executed in several counterparts, each of which will be an original, but all of which together will constitute one and the same agreement.

By signing the acknowledgment below, you agree to this fee letter and the Fee Schedule. Please return a signed duplicate of this fee letter to Legal Department, HSBC Global Asset Management (USA) Inc. at 452 Fifth Avenue, New York, NY 10018.

Sincerely,


Dominic Crowe
President, Citi Fund Services Ohio, Inc

ACKNOWLEDGED AND AGREED TO:

HSBC Global Asset Management (USA) Inc.

By:	Stefano R. Michelagnoli

Title:

Date:

HSBC Global Asset Management (USA), Inc.

Attachment 1 to Fee Letter

Fee Schedule

SUB-ADMINISTRATION SERVICES AGREEMENT

Fees and Expenses

Client shall pay to Citi on the first business day of each month, or at such times as Citi shall request, fees for the services provided under this Agreement as follows:

	On incremental net assets of	Basis points

	$0 - $10 billion	2.0

	> $10 billion - $20 billion	1.50

	> $20 billion - $50 billion	0.65

	> $50 billion	0.45

Net assets shall be aggregated across all Funds to determine a total fee for all Funds, and each Fund shall be charged its pro rata share of such fee based on the ratio of its net assets to the aggregate net assets of all Funds. Assets in any Fund (a “Feeder Fund”) that invests in another Fund (a “Master Fund”) shall be counted (and a fee charged thereon) in either the Feeder Fund or the Master Fund, but not both, provided that fees on such assets may be apportioned between the Feeder Fund and the Master Fund. For purposes of determining the fees payable for administrative services, the value of each Fund’s net assets shall be computed in the manner described in such Fund’s governing documents (e.g., Memorandum and Articles of Association, Declaration of Trust, etc.) or in its offering documents (e.g., Prospectus or Statement of Additional Information, etc.) as from time to time in effect for the computation of the value of such net assets in connection with the purchase and redemption of shares.

LIQUIDITY RISK MANAGEMENT

Tier	Description	Annual Fee (per Fund)
Tier 1	All Funds holding < 50 securities	$2,000
Tier 2	All Funds holding 0-499 securities	$3,000
Tier 3	All Funds holding > 500 securities	$4,000

Note: Each Fund will be designated as a specific “tier” upon the commencement of the Liquidity Risk Management service. An annual review will be performed to certify the appropriate classifications are applied for the subsequent 12 month period. The annual review will occur at the end of each calendar year and be effective on the first of January each year. Any Fund launches will be reviewed at inception to ensure the appropriate “tier” is applied to the new Fund.

Typesetting Services

Annual and Semi-Annual Report Typesetting	$1,500 Per Fund Per Annum

Fact Sheets	$350 Per Fact Sheet

Out-of-Pocket Expenses and Miscellaneous Charges

In addition to the above fees, Service Provider shall be entitled to receive payment for the following out-of-pocket expenses and miscellaneous charges:

(i)

All freight and other delivery and bonding charges incurred by Service Provider in delivering materials to and from the Client and in delivering all materials to Unitholders;

(ii)

The cost of obtaining security and issuer information;

(iii)

The cost of CD-ROM, computer disks, microfilm, or microfiche, and storage of records or other materials and data;

(iv)

(v)

All copy charges;

(vi)

Any expenses Service Provider shall incur at the written direction of the Client or a duly authorized officer of the Client;

(vii)

The cost of tax data services;

(viii)

(ix)

Any additional expenses reasonably incurred by Service Provider in the performance of its duties and obligations under this Agreement.

Miscellaneous Service Fees and Charges. In addition to the amounts set forth in paragraphs (1) and 2(A) above, Service Provider shall be entitled to receive the following amounts from the Client:

(i)

(ii)

Fees for development of custom interfaces pre-approved by the Client, billed at the rate of $150 per hour;

(iii)

Ad hoc reporting fees pre-approved by the Client, billed at the rate of $150 per hour;

	(iv)	Expenses associated with Service Provider’s anti-fraud procedures as it pertains to new account review;
	(v)	Check and payment processing fees; and
	(vi)	Costs of rating agency services

Exhibit (i)(1)

February 28, 2022

HSBC Funds

452 Fifth Avenue

New York, New York 10018

Re:

HSBC Funds (File Nos. 033-07647 and 811-04782)

Ladies and Gentlemen:

We have acted as counsel to HSBC Funds, a Delaware statutory trust (the “Trust”) in connection with the filing of Post-Effective Amendment No. 285 to the Trust’s registration statement (the “Registration Statement”) under the Investment Company Act of 1940, as amended (the “1940 Act”) and the Securities Act of 1933, as amended (the “1933 Act”), and in connection with the issuance and sale by the Trust of shares proposed to be sold pursuant to Post-Effective Amendment No. 285 to the Registration Statement (the “Shares”).

This opinion is limited to the Delaware Statutory Trust Act, and we express no opinion with respect to the laws of any other jurisdiction or to any other laws of the State of Delaware. Further, we express no opinion as to compliance with any state or federal securities laws, including the securities laws of the State of Delaware.

We have examined the Trust’s Amended and Restated Agreement and Declaration of Trust (“Declaration of Trust”), the Trust’s By-Laws, and other Trust records, certificates, documents and matters as we have deemed necessary to enable us to give this opinion. In addition, we have reviewed and relied upon a certificate of good standing issued by the Delaware Secretary of State.

In rendering this opinion we have assumed, without independent verification: (i) the due authority of all individuals signing in representative capacities and the genuineness of signatures; (ii) the authenticity, completeness and continued effectiveness of all documents

Page 2

or copies furnished to us; (iii) that any resolutions provided have been duly adopted by the Trust’s Board of Trustees; (iv) that the facts contained in the instruments and certificates or statements of public officials, officers and representatives of the Trust on which we have relied for the purposes of this opinion are true and correct; and (v) that no amendments, agreements, resolutions or actions have been approved, executed or adopted which would limit, supersede or modify the items described above. Where documents are referred to in resolutions approved by the Trust’s Board of Trustees, or in the Registration Statement, we have assumed such documents are the same as in the most recent form provided to us, whether as an exhibit to the Registration Statement or otherwise.

Based upon the foregoing, we are of the opinion that the Shares have been validly authorized, and, when sold in accordance with the terms of the Registration Statement and the requirements of applicable federal and state law, will have been legally and validly issued and, subject to the qualifications set forth in the Declaration of Trust, will be fully paid and non-assessable.

We note that, pursuant to Section 4.5 of Article IV of the Declaration of Trust, the Trustees have the power, as frequently as they may determine, to cause each shareholder of any particular series or class, to pay directly, in advance or arrears, for charges of the Trust’s transfer, shareholder servicing or similar agent, an amount fixed from time to time by the Trustees, by setting off such charges due from such shareholder from declared but unpaid dividends owed such shareholder and/or by reducing the number of shares in the account of such shareholder by that number of full and/or fractional shares which represents the outstanding amount of such charges due from such shareholder.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement, to be filed with the Securities and Exchange Commission in connection with the continuous offering of the shares of beneficial interest, as indicated above, and to references to our firm, as counsel to the Trust, in the Registration Statement and in any revised or amended versions thereof, until such time as we revoke such consent. In giving such consent, however, we do not admit that we are within the category of persons whose consent is required by Section 7 of the 1933 Act or the rules and regulations thereunder.

Very truly yours,

/s/ Dechert LLP

Dechert LLP

Exhibit (j)(1)

POWER OF ATTORNEY

KNOWN ALL PERSONS BY THESE PRESENTS, that each of the undersigned constitutes and appoints each of Jennifer English, 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/her in his or her 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/ Marcia L. Beck	Trustee	December 10, 2021
Marcia L. Beck

/s/ Susan C. Gause	Trustee	December 10, 2021
Susan C. Gause

/s/ Susan S. Huang	Trustee	December 10, 2021
Susan S. Huang

/s/ Hugh T. Hurley	Trustee	December 10, 2021
Hugh T. Hurley

Exhibit (j)(2)

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form N-1A of HSBC Funds of our reports dated December 21, 2021, relating to the financial statements and financial highlights, which appear in HSBC Opportunity Fund, HSBC Opportunity Fund (Class I), HSBC U.S. Government Money Market Fund and HSBC U.S. Treasury Money Market Fund’s Annual Report on Form N-CSR for the year ended October 31, 2021. We also consent to the references to us under the headings “Financial Statements”, “Independent Registered Public Accounting Firm” and “Financial Highlights” in such Registration Statement.

/s/PricewaterhouseCoopers LLP

New York, New York

February 28, 2022

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