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Bnyia Mutual Funds Trust – ‘DEFR14A’ on 3/26/99

As of: Friday, 3/26/99 · Accession #: 950130-99-1713 · File #: 811-06057

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 3/26/99  Bnyia Mutual Funds Trust          DEFR14A                2:115K                                   Donnelley R R & S… 02/FA

Revised Definitive Proxy Solicitation Material — Schedule 14A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: DEFR14A     Hsbc Mutual Funds Trust                               30    137K 
 2: EX-99.1     Amended and Restated Advisory Contract                11     47K

DEFR14A — Hsbc Mutual Funds Trust
Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Adviser Advisory Agreement
1	1st Page - Filing Submission
10	Adviser
"	Advisory Agreement

DEFR14A 1st Page of 30 TOC ↑Top Previous Next ↓Bottom Just 1st
 
SCHEDULE 14A INFORMATION  

Proxy Statement Pursuant to Section 14(a) 
of the Securities Exchange Act of 1934  

Filed by the Registrant  [x]                                                    

Filed by a Party other than the Registrant  [_]                                 

Check the appropriate box:                                                      
[_]    Preliminary Proxy Statement                                              
[_]    Confidential, for Use of the Commission Only(as permitted by             
Rule 14a-6(e)(2))                                                 
[X]    Definitive Proxy Statement                                               
[_]    Definitive Additional Materials                                          
[_]    Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12        

HSBC MUTUAL FUNDS TRUST 
(Name of Registrant as Specified in its Charter)  

(Name of Person(s) Filing Proxy Statement if other than the Registrant) 

Payment of Filing Fee (Check the appropriate box):                              

[x]    No fee required.                                                         
[_]    Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. 
    1)     Title of each class of securities to which transaction applies:
 2)     Aggregate number of securities to which transaction applies:
3)     Per unit price or other underlying value of transaction    
computed pursuant to Exchange Act Rule 0-11:        
4)     Proposed maximum aggregate value of transaction:           
5)     Total fee paid                                             

[_]    Fee paid previously with preliminary materials.                          

[_]    Check box if any part of the fee is offset as provided by Exchange Act   
  Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration 
  statement number or the Form or Schedule and the date of its filing.
1)     Amount Previously Paid:                                    
2)     Form, Schedule or Registration No.:                        
3)     Filing Party:                                              
4)     Date Filed:                                                

DEFR14A 2nd Page of 30 TOC 1st Previous Next ↓Bottom Just 2nd
HSBC MUTUAL FUNDS TRUST 
3435 Stelzer Road 
Columbus, Ohio 43219  

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS 

To Be Held on May 10, 1999      

To the Shareholders:                                                            

Notice is hereby given that a Special Meeting of Shareholders of the HSBC   
Mutual Funds Trust (the "Trust"), and each series of the Trust, the Growth and  
Income Fund, Fixed Income Fund, International Equity Fund and the New York      
Tax-Free Bond Fund (each a "Fund" and collectively the "Funds") will be held    
at the offices of the Trust at 3435 Stelzer Road, Columbus, Ohio 43219 at       
10:00 a.m. Eastern Standard Time, on May 10, 1999, for the following purposes:  

1. To ratify the election of four existing members of the Board of      
Trustees of the Trust and elect four new members to the Board of Trustees   
of the Trust to serve until their successors are duly elected and           
qualified.                                                                  

2. To approve the existing Investment Advisory Agreement between the    
Trust and HSBC Asset Management Americas Inc., the Investment Adviser to    
the Funds.                                                                  

3. To ratify the selection of Ernst & Young, LLP as independent         
accountants for the Trust for the fiscal year ending December 31, 1999.     

4. To approve a change in the investment policies of all of the Funds to
permit each Fund to make loans, including loans of its portfolio securities 
if, as a result, the aggregate of such loans does not exceed 33 1/3% of the 
value of a Fund's total assets.                                             

5. To approve a change in the investment policies of all of the Funds to
permit each Fund to: (i) borrow from banks, for any purpose, up to 33 1/3%  
of the current value of its total assets; (ii) pledge up to 33 1/3% of its  
total assets to secure such borrowings; and (iii) to eliminate any limits   
on purchasing securities when borrowings exist.                             

6. To approve a change in the investment policies of all of the Funds,  
except the International Equity Fund, to remove the restriction on each     
Fund purchasing securities of any company with a record of less than three  
years' continuous operation if such purchase would cause the Fund's         
investments in all such companies taken at cost to exceed 5% of the total   
assets of the Fund.                                                         

7. To approve a change in the investment policies of all of the Funds,  
except the International Equity Fund, to remove the restriction on each     
Fund investing in warrants in excess of 5% of the Fund's net assets, and to 
remove the restriction on the Funds investing in warrants which are listed  
on the New York or American Stock Exchanges in excess of 2% of the Fund's   
net assets.                                                                 

8. To approve a change in the investment policies of all of the Funds,  
except the International Equity Fund, to permit each Fund to purchase or    
retain 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 company.                                               

9. To approve a change in the investment policies of all of the Funds to
remove the restriction on each Fund participating on a joint, or a joint    
and several basis, in any securities trading account.                       

10. To approve a change in the investment policies of the Growth and    
Income Fund and the New York Tax-Free Bond Fund to permit each Fund to      
invest up to 15% of its net assets in illiquid securities.                  

11. To approve a change in the investment policies of all of the Funds, 
except the International Equity Fund, to provide that each Fund, with       
respect to 75% of its total assets (taken at market value), may not         
purchase a security if as a result (1) more than 5% of its total assets     
(taken at market value) would be                                            

DEFR14A 3rd Page of 30 TOC 1st Previous Next ↓Bottom Just 3rd
invested in the securities (including securities subject to repurchase      
agreements), of any one issuer, other than obligations which are issued or  
guaranteed by the United States Government, its agencies or                 
instrumentalities or (2) the Fund would own more than 10% of the            
outstanding voting securities of such issuer.                               

12. To transact such other business as may properly come before the     
meeting, or any adjournment thereof.                                        

The Board of Trustees of the Funds has fixed the close of business on March 
24, 1999 as the record date for the determination of Shareholders entitled to   
notice of and to vote at the meeting.                                           

                                     By Order of the Board of Trustees

                  Alaina V. Metz
                       Assistant Secretary

March 29, 1999                                                                  

YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING,        
SHAREHOLDERS ARE REQUESTED TO COMPLETE, SIGN, DATE AND RETURN THE PROXY CARD    
IN THE ENCLOSED ENVELOPE.                                                       

2 

DEFR14A 4th Page of 30 TOC 1st Previous Next ↓Bottom Just 4th
HSBC MUTUAL FUNDS TRUST 
3435 Stelzer Road 
Columbus, Ohio 43219  

SPECIAL MEETING OF SHAREHOLDERS 

May 10, 1999      

PROXY STATEMENT 

This Proxy Statement is furnished in connection with the solicitation of    
proxies by the Board of Trustees of the HSBC Mutual Funds Trust (the "Trust")   
to be voted at a Special Meeting of the Shareholders of the Trust               
("Shareholders") to be held on May 10, 1999 at 10:00 a.m. Eastern Standard      
Time at the offices of the Trust at 3435 Stelzer Road, Columbus, Ohio 43219,    
and at any adjournments thereof (collectively, the "Meeting"). A Notice of      
Special Meeting of Shareholders and proxy card accompany this Proxy Statement.  
This Proxy Statement is being mailed to the Shareholders of each series of the  
Trust, the Growth and Income Fund, Fixed Income Fund, International Equity      
Fund and the New York Tax-Free Bond Fund (each a "Fund" and collectively the    
"Funds") on or about March 29, 1999.                                            

At the Meeting, Shareholders of all the Funds will be asked to consider and 
vote upon the following proposals affecting the management and administration   
of the Trust:                                                                   

1. To ratify the election of four existing members of the Board of      
Trustees of the Trust and elect four new members to the Board of Trustees   
of the Trust to serve until their successors are duly elected and           
qualified.                                                                  

2. To approve the existing Investment Advisory Agreement between the    
Trust and HSBC Asset Management Americas Inc., the Investment Adviser to    
the Funds.                                                                  

3. To ratify the selection of Ernst & Young, LLP as independent         
accountants for the Trust for the fiscal year ending December 31, 1999.     

Proposals 4 through 11 relate to amending and updating certain fundamental  
investment policies of certain of the Funds. Pursuant to the Investment         
Company Act of 1940, as amended, (the "1940 Act") approval of a change to a     
Fund's fundamental investment policy requires Shareholder approval. The         
specifics of Proposals 4 through 11 are as follows:                             

4. To approve a change in the investment policies of all of the Funds to
permit each Fund to make loans, including loans of its portfolio securities 
if, as a result, the aggregate of such loans does not exceed 33 1/3% of the 
value of a Fund's total assets.                                             

5. To approve a change in the investment policies of all the Funds to   
permit each Fund to: (i) borrow from banks, for any purpose, up to 33 1/3%  
of the current value of its total assets; (ii) pledge up to 33 1/3% of its  
total assets to secure such borrowings; and (iii) to eliminate any limits   
on purchasing securities when borrowings exist.                             

6. To approve a change in the investment policies of all of the Funds,  
except the International Equity Fund, to remove the restriction on each     
Fund purchasing securities of any company with a record of less than three  
years' continuous operation if such purchase would cause the Fund's         
investments in all such companies taken at cost to exceed 5% of the total   
assets of the Fund.                                                         

7. To approve a change in the investment policies of all of the Funds,  
except the International Equity Fund, to remove the restriction on each     
Fund investing in warrants in excess of 5% of the Fund's net assets, and to 
remove the restriction on the Funds investing in warrants which are listed  
on the New York or American Stock Exchanges in excess of 2% of the Fund's   
net assets.                                                                 

DEFR14A 5th Page of 30 TOC 1st Previous Next ↓Bottom Just 5th
8. To approve a change in the investment policies of all of the Funds,  
except the International Equity Fund, to permit each Fund to purchase or    
retain 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 company.                                               

9. To approve a change in the investment policies of all of the Funds to
remove the restriction on the Funds participating on a joint, or a joint    
and several basis, in any securities trading account.                       

10. To approve a change in the investment policies of the Growth and    
Income Fund and the New York Tax-Free Bond Fund to permit each Fund to      
invest up to 15% of its net assets in illiquid securities.                  

11. To approve a change in the investment policies of all of the Funds, 
except the International Equity Fund, to provide that each Fund, with       
respect to 75% of its total assets (taken at market value), may not         
purchase a security if as a result (1) more than 5% of its total assets     
(taken at market value) would be invested in the securities (including      
securities subject to repurchase agreements), of any one issuer, other than 
obligations which are issued or guaranteed by the United States Government, 
its agencies or instrumentalities or (2) the Fund would own more than 10%   
of the outstanding voting securities of such issuer.                        

12. To transact such other business as may properly come before the     
meeting, or any adjournment thereof.                                        

Proxy solicitations will be made, beginning on or about March 29, 1999,     
primarily by mail, but proxy solicitations also may be made by telephone,       
facsimile via the internet or through personal interviews conducted by          
officers and employees of the Funds as well as by BISYS Fund Services           
("BISYS"). BISYS acts as the distributor, administrator and transfer agent of   
the Funds. BISYS is located at 3435 Stelzer Road, Columbus, Ohio 43219. The     
costs of proxy solicitation and expenses incurred in connection with the        
preparation of this Proxy Statement and its enclosures will be paid by the      
Funds.                                                                          

The Trust's Annual Report to Shareholders for the fiscal year ended December
31, 1998, containing audited financial statements, may be obtained, without     
charge, by calling 1-800-634-2536 or mailing your request to: HSBC Mutual       
Funds Trust, c/o BISYS Fund Services, 3435 Stelzer Road, Columbus, Ohio 43219.  

Outstanding Shares                                                              

Except for the International Fund, each Fund offers only one class of       
shares. The International Fund has two classes of shares, a Service Class and   
an Institutional Class. The following table sets forth the net assets and       
approximate number of shares issued and outstanding for each class of each      
Fund as of the close of business on March 24, 1999, the record date.            

                                                                [Download Table]

Fund                         Outstanding Shares
----                         ------------------
                                               
Growth and Income Fund          7,780,548.14   
Fixed Income Fund               5,221,635.02   
New York Tax-Free Bond Fund     2,869,411.18   
International Equity Fund                      
  Institutional Class           5,606,574.90   
  Service Class                    20,054.54   

Each class of shares has an unlimited number of shares of beneficial        
interest in the Fund (the "Shares"), each Share having a par value of $.001.    
Each Share outstanding on the record date is entitled to one vote on all        
matters submitted to Shareholders at the Meeting, with pro rata voting rights   
for any fractional shares.                                                      

The Funds' trustees and officers beneficially own (individually and as a    
group) less than 1% of the outstanding shares of each class of each Fund as of  
March 10, 1999.                                                                 

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DEFR14A 6th Page of 30 TOC 1st Previous Next ↓Bottom Just 6th
5% Owners                                                                       

The following table shows each party known to the Trust to be the beneficial
owner of more than five percent of any class of the Trust's voting securities   
as of March 24, 1999, the record date.                                          

                                                                [Download Table]

                                                                    Percent of 
      Title of Fund             Name and Address       Total Shares Class Owned
      -------------             ----------------       ------------ -----------
                                                                               
Growth and Income Fund     Marine Midland Bank         7,202,277.44   92.57%   
                           One Marine Midland Center                           
                           Buffalo, NY 14240                                   

Fixed Income Fund          Marine Midland Bank         5,080,700.95   97.30%   
                           One Marine Midland Center                           
                           Buffalo, NY 14240                                   

New York Tax-Free Bond     Marine Midland Bank           679,033.90   23.66%   
Fund                       One Marine Midland Center                           
                           Buffalo, NY 14240                                   

International Equity Fund  Marine Midland Bank         5,604,756.03   99.97%   
Institutional Class        One Marine Midland Center                           
                           Buffalo, NY 14240                                   

International Equity Fund  Donaldson Lufkin Jenrette       1,264.10    6.30%   
Service Class              Securities Corporation Inc.                         
                           P.O. Box 2052                                       
                           Jersey City NJ                                      

International Equity Fund  Donaldson Lufkin Jenrette       1,187.76    5.92%   
Service Class              Securities Corporation Inc.                         
                           P.O. Box 2052                                       
                           Jersey City NJ                                      

International Equity Fund  Paul M. Dudney                  4,772.97   23.80%   
Service Class              Tophill Crosskeys                                   
                           Seven Oaks                                          
                           Kent, England 205 TN13                              

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Voting                                                                          

The following table summarizes each proposal to be presented at the Meeting 
and the Funds solicited with respect to such proposal:                          

                                                        [Enlarge/Download Table]

                            Proposal                                  Affected Funds      
                            --------                                  --------------      
                                                                                          
 1. Ratify the election of four existing members and elect four  All Funds                
    new members of the Board of Trustees.                                                 

 2. Approve the existing Investment Advisory Agreement.          All Funds                

 3. Ratify selection of independent accountants.                 All Funds                

 4. Change the Funds' investment policies regarding their        All Funds                
    ability to make loans.                                                                

 5. Change the Funds' investment policies regarding borrowing    All Funds                
    and pledging up to 33 1/3% of their net assets and making                             
    purchases when borrowing exists.                                                      

 6. Change the Funds' investment policies regarding purchasing   All Funds except         
    securities of a company with less than three years'          International            
    continuous operation.                                        Equity Fund              

 7. Change the Funds' investment policies regarding purchasing   All Funds except         
    warrants.                                                    International            
                                                                 Equity Fund              

 8. Change the Funds' investment policies regarding purchasing   All Funds except         
    securities of a company which the officers and trustees of   International            
    the trust and officers and of the adviser own, in the        Equity Fund              
    aggregate, 5% of the company.                                                         

 9. Change the Funds' investment policies regarding their        All Funds                
    ability to participate on a joint basis in any securities                             
    trading account.                                                                      

10. Change the Funds' investment policies regarding investments  Growth and Income Fund   
    in illiquid securities.                                      New York Tax-Free        
                                                                 Bond Fund                

11. Change the Funds' investment policies regarding              All Funds except         
    concentration in a single issuer.                            International Equity Fund

The record date for determining Shareholders entitled to vote at the meeting
is March 24, 1999.                                                              

Proposals 1 and 3 require the affirmative vote of a plurality of all        
outstanding Shares of the Trust represented in person or by proxy and entitled  
to vote. Proposals 2 and 4 through 11 require a vote of the "majority of the    
outstanding voting securities," which is defined in the 1940 Act as the         
affirmative vote of the lesser of (i) 67% or more of the voting shares of the   
Fund entitled to vote thereon present in person or represented by proxy, or     
(ii) more than 50% of the outstanding voting securities of the Fund entitled    
to vote thereon. Any Shareholder giving a proxy has the power to revoke it      
prior to its exercise by submission of a later dated proxy, by voting in        
person or by letter to the Secretary of the Fund.                               

The Shareholders of all of the series of the Trust will vote together as a  
single class on Proposals 1 and 3. All Shares of each Fund will vote together   
as a single class on Proposals 2 and 4 through 11. An unfavorable vote on a     
proposal by the shareholders of one Fund will not affect the implementation of  
such a proposal by another Fund, if the proposal is approved by the             
shareholders of the other Fund. There is no cumulative voting with respect to   
the election of Trustees.                                                       

Shares represented by proxies that reflect abstentions and "broker non-     
votes" (i.e., Shares held by brokers or nominees as to which (i) instructions   
have not been received from the beneficial owners or the persons entitled       

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DEFR14A 8th Page of 30 TOC 1st Previous Next ↓Bottom Just 8th
to vote and (ii) the broker or nominee does not have the discretionary voting   
power on a particular matter) will be counted as Shares that are present and    
entitled to vote on the matter for purposes of determining the presence of a    
quorum. Votes cast by proxy or in person at the Meeting will be counted by      
persons appointed as tellers for the Meeting. The tellers will count the total  
number of votes cast "for" approval of the proposal or proposals for purposes   
of determining whether sufficient affirmative votes have been cast.             
Abstentions and broker non-votes have the effect of a negative vote with        
respect to Proposals 2 and 4 through 11, but have no effect with respect to     
Proposals 1 and 3.                                                              

In the event that a quorum is not present at the Meeting or in the event    
that a quorum is present but sufficient votes to approve any of the proposals   
are not received, the persons named as proxies may propose one or more          
adjournments of the Meeting to permit further solicitation of proxies. Any      
such adjournment will require the affirmative vote of a majority of those       
Shares represented at the Meeting in person or by proxy. The persons named as   
proxies will vote those proxies which they are entitled to vote FOR any such    
proposal in favor of such an adjournment and will vote those proxies required   
to be voted AGAINST any such proposal against any such adjournment. A           
Shareholder vote may be taken on one of the proposals in this Proxy Statement   
prior to any such adjournment if sufficient votes have been received for        
approval. Under the by-laws of the Funds, a quorum is constituted by the        
presence in person or by proxy of the holders of a majority of the outstanding  
Shares of the Fund entitled to vote at the Special Meeting.                     

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PROPOSAL 1. (All Funds)                                                         

To ratify the election of four existing members of the Board of Trustees of     
the Trust and elect four new members to the Board of Trustees of the Trust to   
serve until their successors are duly elected and qualified.                    

The first proposal to be considered at the Meeting is the ratification of   
four existing members of the Board of Trustees and the election of four new     
members to the Board of Trustees. Although not required to do so by the 1940    
Act, the Trustees are asking that Shareholders ratify the election of each of   
the four existing Trustees. Messrs. Frankl, Pfann and Robinson were last        
approved by a vote of the Shareholders of the Trust on January 22, 1990. Mr.    
Paumgarten is being presented to Shareholders for their approval for the first  
time, although he has served on the Board since January 26, 1996.               

Messrs. Hass, Loos, Maloney and Meditz were approved by the Board of        
Trustees on January 26, 1999 and will become Trustees upon Shareholder          
approval. The Trustees are to be elected to hold office until their successors  
are duly elected and qualified. All Shares represented by valid proxies will    
be voted in the election of Trustees for each nominee named below, unless       
authority to vote for a particular nominee is withheld. All of the nominees     
have consented to serve as Trustees of the Trust, if elected.                   

The following table sets forth the names, addresses, ages, principal        
occupations and other information regarding the Trustee nominees.               

                                                        [Enlarge/Download Table]

                                  Current Position                                               
     Name and Age                    With Trust             Principal Occupation For Past 5 Years
     ------------                 ----------------          -------------------------------------
                                                                                                 
Wolfe J. Frankl, Age 78  Trustee since 1989.                  Trustee, The Excelsior Funds;      
                                                              Director Deutsche Bank             
                                                              Financial, Inc.; Director, The     
                                                              Harbus Corporation; Trustee,       
                                                              HSBC Funds Trust.                  

Jeffrey J. Hass, Age 37  None                                 1996-present: Associate            
                                                              Professor of Law, New York Law     
                                                              School; 1995-1996: Partner,        
                                                              Hass & Hass; 1993-1995:            
                                                              Associate, Latham & Watkins.       
Richard J. Loos, Age 65  Vice Chairman Emeritus since         1995-1996: President, Aspen        
                         May 5, 1998.                         Capital Management; 1972-1994:     
                                                              Managing Director, HSBC Asset      
                                                              Management Americas, Inc.          
Clifton H.W. Maloney,    None                                 1981-present: President, C.H.W.    
 Age 61                                                       Maloney & Co., Inc.                
John C. Meditz, Age 50   None                                 1994-present: Portfolio            
                                                              Manager/Vice Chairman, Horizon     
                                                              Asset Management; 1978-1994:       
                                                              Portfolio Manager/Vice             
                                                              President, Bankers Trust           
                                                              Company.                           
Harald Paumgarten, Age   Chairman of the Board of Trustees.   1997-present: Managing             
 60                      Trustee since 1996.                  Director, Adirondack Capital;      
                                                              1991-present: President,           
                                                              Paumgarten and Company.            
John P. Pfann, Age 69    Trustee since 1989.                  1982-1995:Chairman and             
                                                              President, JPP Equities, Inc.;     
                                                              Trustee, HSBC Funds Trust.         
Robert A. Robinson, Age  Trustee since 1989.                  1984-present: Trustee, The         
 73                                                           Henrietta E. and Frederick H.      
                                                              Bugher Foundation; 1987-           
                                                              present: Director, Excelsior       
                                                              Funds, Inc., Excelsior Tax-        
                                                              Exempt Funds, Inc., and            
                                                              Excelsior Institutional Funds,     
                                                              Inc. (since 1996); 1995-           
                                                              present: Director, Infinity        
                                                              Mutual Funds, Inc.; 1980-          
                                                              present: Trustee, HSBC Mutual      
                                                              Funds Trust.                       

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The table on page 18 shows the compensation paid to the Trustees for the    
fiscal year ended December 31, 1998.                                            

Required Vote and Recommendation                                                

The election of the nominees to the Board of Trustees of the Trusts requires
the affirmative vote of a plurality of all the Shares of such Trust present at  
the Meeting either in person or by proxy. The Shareholders of all of the        
series of the Trust will vote together as a single class to ratify and elect    
the Trustees. In the event a Trustee is not approved, the Board will consider   
alternatives consistent with the 1940 Act. It is the intention of the persons   
named in the enclosed proxy to vote the Shares represented by them for the      
election of each nominee listed above unless the proxy is marked otherwise.     

THE TRUSTEES HAVE APPROVED PROPOSAL 1 AND RECOMMEND 
THAT SHAREHOLDERS VOTE TO APPROVE PROPOSAL 1. 

PROPOSAL 2. (All Funds)                                                         

To approve the existing Investment Advisory Agreement between the Trust and     
HSBC Asset Management Americas Inc., the Investment Adviser to the Funds.       

At the Meeting, Shareholders will be asked to approve the existing          
investment advisory agreement ("Advisory Agreement") between the Trust and      
HSBC Asset Management Americas Inc. (the "Adviser"). The Adviser has provided   
investment advisory services to the Trust since the Trust's commencement of     
operations on November 1, 1989. The Advisory Agreement was initially a two-     
year agreement and annual continuances have been approved every year since by   
the Trustees. Although not required to do so by the 1940 Act, the Trustees are  
requesting that Shareholders approve the Advisory Agreement which was last      
submitted to Shareholders for approval on January 22, 1990.                     

Trustees' Evaluation                                                            

At a meeting on January 26, 1999, the Trustees considered information with  
respect to whether the Advisory Agreement with the Adviser is in the best       
interests of the Trust and the Shareholders. The Board considered, as they      
have in the past, the nature and quality of services expected to be provided    
by the Adviser and information regarding fees, expense ratios and performance.  
In evaluating the Adviser's ability to provide services to the Trust, the       
Trustees considered information as to the Adviser's business organization,      
financial resources and personnel and other matters. Based upon its review,     
the Trustees unanimously concluded that the Advisory Agreement with the         
Adviser is reasonable, fair and in the best interests of the Trust and the      
Shareholders, and that the fees provided in the Advisory Agreement are fair     
and reasonable in light of the usual and customary charges made by others for   
services of similar nature and quality.                                         

Adviser                                                                         

The Adviser is the North American investment affiliate of HSBC Holdings plc 
(Hong Kong and Shanghai Banking Corporation) and Marine Midland Bank. HSBC      
Asset Management Americas Inc. is located at 140 Broadway, New York, New York   
10005. HSBC Asset Management Americas Inc. is 100% owned by HSBC Investment     
Bank Holdings B.V. which is 100% owned by HSBC Holdings B.V. which is 100%      
owned by HSBC Finance (Netherlands) Ltd. which is ultimately owned by HSBC      
Holdings plc. HSBC Holdings plc is located at 10 Lower Thames, London, England  
EC3R 6AE. The Adviser currently manages over $3.3 billion of assets of          
individuals, pension plans, corporations and institutions.                      

The Adviser has retained Delaware International, 80 Cheapside, Third Floor, 
London, England EC2V 6EE to serve as the investment sub-adviser to the          
International Equity Fund.                                                      

Advisory Agreement                                                              

The current Advisory Agreement between the Adviser and the Trust was first  
executed on May 1, 1990. The Advisory Agreement was initially a two-year        
agreement and annual continuances have been approved by the Board of Trustees   
of the Trust. As required by the 1940 Act, the Advisory Agreement is            
terminable without penalty on 60 days written notice by the Board of Trustees   
or by vote of the majority of shareholders of the Funds. The Advisory           
Agreement is attached to this Proxy Statement as Exhibit I, and the             
description of the Advisory Agreement set forth in this Proxy Statement is      
qualified in its entirety by reference to Exhibit I.                            

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The Adviser, in return for its fees, and subject to the control and         
supervision of the Board of Trustees and in conformance with the investment     
objective and policies of the Funds set forth in the Trust's current            
registration statement and any other policies established by the Board of       
Trustees, manages the investment and reinvestment of assets of the Funds. In    
this regard, it is the responsibility of the Adviser to make investment         
decisions for the Funds and to place the Funds' purchase and sale orders for    
investment securities. In addition to making investment decisions, the Adviser  
exercises voting rights in respect of portfolio securities for the Funds. The   
Adviser provides at its expense all necessary investment, management and        
administrative facilities, including salaries of personnel and equipment        
needed to carry out their duties under the Advisory Agreement. The Adviser      
also provides the Funds with investment research and whatever statistical       
information the Funds may reasonably request with respect to securities the     
Funds hold or contemplate purchasing.                                           

Advisory Fees                                                                   

Under the Advisory Agreement, the Adviser earns a monthly fee based upon the
average daily value of the net assets of each of the Funds in the Trust during  
the preceding month, at the following annual rates:                             

 For the International Equity Fund, the Adviser is paid a monthly advisory
fee at an annual rate of 0.90% of the Fund's average daily net assets.          

Growth and Income and Fixed Income Funds                                        

                                                                [Download Table]

    Portion of Average Daily Value of Net Assets of                   
    the Growth and Income Fund and Fixed Income Fund      Advisory Fee
    ------------------------------------------------      ------------
                                                                      
Not exceeding $400 million                                   0.550%   
In excess of $400 million but not exceeding $800 million     0.505%   
In excess of $800 million but not exceeding $1.2 billion     0.460%   
In excess of $1.2 billion but not exceeding $1.6 billion     0.415%   
In excess of $1.6 billion but not exceeding $2 billion       0.370%   
In excess of $2 billion                                      0.315%   

New York Tax-Free Bond Fund                                                     

                                                                [Download Table]

      Portion of Average Daily Value of Net Assets                    
           of the New York Tax-Free Bond Fund             Advisory Fee
      --------------------------------------------        ------------
                                                                      
Not exceeding $300 million                                   0.450%   
In excess of $300 million but not exceeding $600 million     0.420%   
In excess of $600 million but not exceeding $1 billion       0.385%   
In excess of $1 billion but not exceeding $1.5 billion       0.350%   
In excess of $1.5 billion but not exceeding $2 billion       0.315%   
In excess of $2 billion                                      0.280%   

For the fiscal year ended December 31, 1998, pursuant to the Advisory       
Agreement, the Adviser earned $88,170 from the Fixed Income Fund, $518,499      
from the Growth and Income Fund and $309,890 from the New York Tax-Free Bond    
Fund in investment advisory fees. For the fiscal year ended December 31, 1998,  
pursuant to the Advisory Agreement, the Adviser earned $336,751 in investment   
advisory fees from the International Equity Fund, net of voluntary fee waivers  
of $336,751.                                                                    

During the year ended December 31, 1998, no commissions were paid to brokers
affiliated with HSBC Asset Management Americas Inc.                             

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Adviser's Principal Executive Officers and Directors                            

The name, address and principal occupation of the Adviser's principal       
executive officers and each director or general partner is set forth below.     

                                                                [Download Table]

       Name                Current Position           Principal Occupation   
       ----                ----------------           --------------------   
                                                                             
Paul Guidone        Chairman of the Board          Group Chief, Executive    
                                                   Officer HSBC Asset        
                                                   Management Americas Inc.  

Frederic Lutcher    Director                       Co-President, Co-Chief    
                                                   Executive Officer and     
                                                   Managing Director of HSBC 
                                                   Asset Management Americas 
                                                   Inc.                      

Nigel Wood          Director                       Co-President, Co-Chief    
                                                   Executive Officer and     
                                                   Treasurer of HSBC Asset   
                                                   Management Americas Inc.  

Susie Babani        Director                       Global Head of Human      
                                                   Resources HSBC Asset      
                                                   Management Americas Inc.  

Ed Merkle           Director                       Managing Director--Fixed  
                                                   Income of HSBC Asset      
                                                   Management Americas Inc.  

Jonathan Reynolds   Director                       Investment Officer of     
                                                   Marine Midland Bank       

Simon Moules        Director                       Investment Officer of     
                                                   Marine Midland Bank       

Joseph DeMarco      Managing Director--U.S. Equity Managing Director--U.S.   
                    Trading                        Equity Trading of HSBC    
                                                   Asset Management Americas 
                                                   Inc.                      

Stella Yiu          Managing Director--Head of     Managing Director--Head of
                    Global Emerging Markets        Global Emerging Markets of
                                                   HSBC Asset Management     
                                                   Americas Inc.             

Joseph DiBartolo    Corporate Secretary--Local     Corporate Secretary--Local
                    Compliance Officer             Compliance Officer of HSBC
                                                   Asset Management Americas 
                                                   Inc.                      

Andrea Shaw Resnick Vice President                 Vice President, HSBC Asset
                                                   Management Americas Inc.  

Thomas D'Auria      Vice President                 Vice President, HSBC Asset
                                                   Management Americas Inc.  

Thomas Lanza        Vice President                 Vice President, HSBC Asset
                                                   Management Americas Inc.  

Petra Kettler-Rein  Vice President                 Vice President, HSBC Asset
                                                   Management Americas Inc.  

The address for the principal executive officers and directors of the       
Adviser is:                                                                     

HSBC Asset Management Americas, Inc.                                    
140 Broadway                                                            
New York, NY 10005                                                      

No officers or directors of the Adviser are also a director, officer or     
general partner of the Trust.                                                   

Required Vote and Recommendation                                                

As provided in the 1940 Act, approval of the Funds' Advisory Agreement      
requires the affirmative vote of a majority of the outstanding voting           
securities of the Fund. Abstentions have the effect of a negative vote on this  
Proposal. In the event the Advisory Agreement is not approved, the Board will   
consider its alternatives consistent with the 1940 Act.                         

THE BOARD OF TRUSTEES HAS APPROVED PROPOSAL 2 AND RECOMMENDS THAT SHAREHOLDERS  
VOTE TO APPROVE PROPOSAL 2. 

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PROPOSAL 3. (All Funds)                                                         

To ratify the selection of Ernst & Young LLP as independent accountants for     
the Trust for the fiscal year ending May 31, 1999.                              

Ernst & Young LLP has been selected by a unanimous vote of the Board of     
Trustees, including a majority of the independent trustees, as the independent  
accountants to audit the accounts of the Trust and each Fund for and during     
the fiscal year ending December 31, 1999. The ratification of the selection of  
the accountants is to be voted on at the Meeting.                               

Ernst & Young LLP currently serves as independent accountant to the Trust.  
Ernst & Young LLP has no material direct or indirect financial interest in the  
Trust or Adviser.                                                               

Required Vote and Recommendation                                                

The ratification of the independent accountants requires the affirmative    
vote of a plurality of all the Shares of the Trust present at the Meeting       
either in person or by proxy. The Shareholders of all of the series of the      
Trust will vote together as a single class to ratify the accountants. It is     
the intention of the persons named in the enclosed proxy to vote the Shares     
represented by them for the ratification of the accountants.                    

THE BOARD OF TRUSTEES HAS APPROVED PROPOSAL 3 AND RECOMMENDS THAT SHAREHOLDERS  
VOTE TO APPROVE PROPOSAL 3. 

PROPOSALS 4 THROUGH 11: APPROVAL OF CHANGES 
TO THE FUNDS' INVESTMENT POLICIES 

Proposals 4 through 11 relate to certain changes to the fundamental policies
of the Funds. The Board of Trustees approved these changes in order to update   
the Funds' investment policies to reflect changes in the law and other          
regulatory developments and provide the Funds with flexibility to adapt to      
developments in the securities markets. The Board of Trustees has approved      
each of Proposals 4 through 11. The changes to the Funds' fundamental           
investment policies will become effective immediately upon Shareholder          
approval. If a Proposal is not approved by a vote of the Shareholders, the      
current policy as applied to the Fund will remain unchanged.                    

PROPOSAL 4. (All Funds)                                                         

To approve a change in the investment policies of all of the Funds, to permit   
each Fund to make loans, including loans of its portfolio securities if, as a   
result, the aggregate of such loans does not exceed 33 1/3% of the value of     
its total assets.                                                               

At the Meeting, Shareholders of all of the Funds will vote on changing each 
Fund's investment policy to permit each Fund to make loans, including loans of  
its portfolio securities if, as a result, the aggregate of such loans does not  
exceed 33 1/3% of the value of its total assets. Currently, each Fund in the    
Trust is permitted to lend its portfolio securities, but not make other loans.  
Currently the Fixed Income Fund may not loan more than 10% of the value of its  
total assets.                                                                   

This Proposal will permit the Funds to make other loans in addition to      
lending portfolio securities. While currently it is not expected that the       
Funds will engage in such activity to a significant extent, this change in      
investment policy will provide the Funds increased flexibility.                 

The primary purpose of this Proposal is to provide the Funds more           
flexibility in their investment strategies and decisions as they strive to      
meet their investment objectives. This Proposal will bring the Funds' policies  
in line with the limits allowed by federal and state law, thereby providing     
the Funds with maximum flexibility. This flexibility may provide more           
opportunities to enhance the Funds' performance, with the corresponding risks   
which accompany making loans, including loans of portfolio securities.          

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Prior to making loans other than loans of portfolio securities, the Board of
Trustees will adopt procedures to identify, monitor and control the risks       
which would be involved with such lending activities. Specifically, the credit  
risk of all counterparties would be evaluated prior to entering into            
transactions in an effort to minimize the risk of counterparty default.         

This change in investment policy is not expected to materially affect, in   
the foreseeable future, the manner in which the Funds are managed, the          
investment performance of the Funds, or the instruments in which they invest.   

Required Vote and Recommendation                                                

As provided in the 1940 Act, approval of a change to a Fund's fundamental   
investment policies requires the affirmative vote of a majority of the          
outstanding voting securities of the Fund. Abstentions have the effect of a     
negative vote on this Proposal. If the Shareholders of a Fund fail to approve   
this Proposal, the current investment policy will be retained for that Fund.    

THE BOARD OF TRUSTEES HAS APPROVED PROPOSAL 4 AND RECOMMENDS THAT SHAREHOLDERS  
VOTE TO APPROVE PROPOSAL 4. 

PROPOSAL 5. (All Funds)                                                         

To approve a change in the investment policies of all the Funds to permit each  
Fund to: (i) borrow from banks, for any purpose, up to 33 1/3% of the current   
value of its total assets; (ii) pledge up to 33 1/3% of its total assets to     
secure such borrowings; and (iii) to eliminate any limits on purchasing         
securities when borrowings exist.                                               

At the Meeting, the Shareholders of each of the Funds will vote on approving
a change in the investment policies of the Funds regarding borrowing.           

Currently each Fund is restricted from borrowing money, except that each    
Fund may borrow from banks as a temporary measure for emergency purposes or to  
meet redemptions where such borrowings would not exceed 5% of the total assets  
(including amount borrowed) taken at market value (the Fixed Income Fund and    
New York Tax-Free Bond Fund may borrow up to 10% in order to meet redemptions   
only). This Proposal will permit each Fund to borrow up to 33 1/3% of total     
assets, and will allow each Fund to borrow for purposes other than for          
emergency purposes or to meet redemptions.                                      

Currently each Fund may pledge only 10% of the current value of its total   
net assets to secure borrowings (the International Fund and the Growth and      
Income Fund are limited to 5%). This Proposal will permit each Fund to pledge   
up to 33 1/3% of its total assets to secure borrowings up to 33 1/3% of its     
total assets.                                                                   

Currently each Fund is restricted from purchasing any investments if        
borrowings exceed 5% of the Fund's net assets. This Proposal will eliminate     
this restriction and will permit each Fund to purchase investments even when    
the Fund's borrowings exceed 5% of the Fund's net assets.                       

The primary purpose of this Proposal is to update each Fund's limitation on 
borrowing to provide the Funds with more flexibility. The Proposal allows each  
Fund to borrow up to the legal limit, whereas the current policy significantly  
restricts the Funds' borrowing abilities. As amended, the limitation will       
afford each Fund increased flexibility in making investment decisions, and may  
enable the Funds to take advantage of changing market conditions. Under         
positions established by the Securities and Exchange Commission ("SEC") staff,  
investment strategies which obligate a Fund to purchase securities at a future  
date or otherwise require that a Fund segregate assets, may be considered to    
be "borrowings." However, by segregating assets equal to the amount of such     
"borrowings" as required by Section 18 of the 1940 Act, these investment        
strategies will not result in the issuance of "senior securities" by the Fund.  

Borrowing will involve the use of "leverage" when cash made available to a  
Fund through the borrowing is used to make additional portfolio investments.    
Use of leverage involves special risks and may involve speculative investment   
techniques. The Funds will use leverage only when the Adviser to the Funds      
believes that the leveraging and the returns available to a Fund from           
investing the cash will provide shareholders a potentially higher return.       

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Leverage exists when a Fund achieves the right to a return on a capital base
that exceeds the investment the Fund has invested. Leverage creates the risk    
of magnified capital losses which occur when losses affect an asset base,       
enlarged by borrowings or the creation of liabilities, that exceeds the equity  
base of the Fund.                                                               

The risks of leverage include a higher volatility of the net asset value of 
a Fund's shares and the relatively greater effect on the net asset value of     
the shares caused by favorable or adverse market movements or changes in the    
cost of cash obtained by leveraging and the yield obtained from investing the   
cash. So long as a Fund is able to realize a net return on its investment       
portfolio that is higher than interest expense incurred, if any, leverage will  
result in a higher current net investment income being realized by such Fund    
than if the Fund were not leveraged. On the other hand, interest rates change   
from time to time as does their relationship to each other depending upon such  
factors as supply and demand, monetary and tax policies and investor            
expectations. Changes in such factors could cause the relationship between the  
cost of leveraging and the yield to change so that rates involved in the        
leveraging arrangement may substantially increase relative to the yield on the  
obligations in which the proceeds of the leveraging have been invested. To the  
extent that the interest expense involved in leveraging approaches the net      
return on a Fund's investment portfolio, the benefit of leveraging will be      
reduced, and, if the interest expense on borrowings were to exceed the net      
return to shareholders, such Fund's use of leverage would result in a lower     
rate of return than if the Fund were not leveraged. Similarly, the effect of    
leverage in a declining market could be a greater decrease in net asset value   
per share than if a Fund were not leveraged. In an extreme case, if a Fund's    
current investment income were not sufficient to meet the interest expense of   
leveraging, it could be necessary for such Fund to liquidate certain of its     
investments at an inappropriate time. The use of leverage may be considered     
speculative.                                                                    

Changing this policy will provide increased investment flexibility and may  
provide opportunities to enhance the Funds' performance, with the               
corresponding risk which accompanies increased borrowing. While changing the    
investment policy will permit each Fund to borrow up to 33 1/3% of its assets,  
the Adviser will exercise care, consistent with each Fund's investment          
objective and policies, before entering into any borrowing arrangements.        

This change in investment policy is not expected to materially affect, in   
the foreseeable future, the manner in which the Funds are managed, the          
investment performance of the Funds, or the instruments in which they invest.   

Required Vote and Recommendation                                                

As provided in the 1940 Act, approval of a change to a Fund's fundamental   
investment policies requires the affirmative vote of a majority of the          
outstanding voting securities of the Fund. Abstentions have the effect of a     
negative vote on this Proposal. If the Shareholders of a Fund fail to approve   
this Proposal, the current investment policy will be retained for that Fund.    

THE BOARD OF TRUSTEES HAS APPROVED PROPOSAL 5 AND RECOMMENDS THAT SHAREHOLDERS  
VOTE TO APPROVE PROPOSAL 5. 

PROPOSAL 6. (Growth and Income, Fixed Income and New York Tax-Free Bond Funds)  

To approve a change in the investment policies of all of the Funds, except the  
International Equity Fund, which does not have such policy, to remove the       
restriction on each Fund purchasing securities of any company with a record of  
less than three years' continuous operation if such purchase would cause the    
Fund's investments in all such companies taken at cost to exceed 5% of such     
Fund's the total assets taken at market value.                                  

At the Meeting, Shareholders will be asked to vote to remove the Funds'     
fundamental investment policy regarding investments in securities of issuers    
which have been in operation for less than three years to 5% of its total       
assets. The current policy prohibits each Fund, except the International        
Equity Fund, from purchasing the securities of any company with a record of     
less than three years' continuous operation if such purchase would cause the    
Fund's investments in all such companies taken at cost to exceed 5% of such     
Fund's total assets taken at market value.                                      

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If this Proposal is adopted, this fundamental investment policy would be    
eliminated from the Funds' investment policies and each Fund will be permitted  
to invest more than 5% of its total assets in the securities of issuers which   
at the time of purchase had been in operation for less than three years.        

The primary purpose of this Proposal is to update the Funds' investment     
policies in light of recent changes in the law. The Funds' fundamental          
policies were originally adopted to be consistent with state securities ("blue  
sky") regulations, which placed limits on the amounts of certain types of       
securities that a mutual fund could purchase. Recent federal legislation        
eliminated state regulatory requirements including the requirement embodied in  
these investment policies.                                                      

If the Proposal is approved, each Fund will be able to invest more than 5%  
of its total assets in newly formed or "unseasoned" issuers. Eliminating this   
fundamental policy will conform the Funds' investment policies to the           
requirements of current federal law. In addition, eliminating this policy will  
provide increased investment flexibility and may provide opportunities to       
enhance each Fund's performance, with the corresponding risk which accompanies  
investing in unseasoned issuers. While removal of the investment policy will    
permit the Funds to invest an unlimited amount of their respective assets in    
newly formed or "unseasoned companies," the Adviser will exercise care,         
consistent with each Fund's investment objectives and policies, in investing    
any of a Fund's assets in such securities.                                      

Elimination of this fundamental policy is not expected to affect, in the    
foreseeable future, the manner in which the Funds are managed, the investment   
performance of the Fund, or the instruments in which they invest.               

Required Vote and Recommendation                                                

As provided in the 1940 Act, approval of a change to a Fund's fundamental   
investment policies requires the affirmative vote of a majority of the          
outstanding voting securities of the Fund. Abstentions have the effect of a     
negative vote on this Proposal. If the Shareholders of a Fund fail to approve   
this Proposal, the current investment policy will be retained for that Fund.    

THE BOARD OF TRUSTEES HAS APPROVED PROPOSAL 6 AND RECOMMENDS THAT SHAREHOLDERS  
VOTE TO APPROVE PROPOSAL 6. 

PROPOSAL 7. (Growth and Income, Fixed Income and New York Tax-Free Bond Funds)  

To approve a change in the investment policies of all of the Funds, except the  
International Equity Fund, which does not have such policy, to remove the       
restriction on each 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.                                                       

At the Meeting, Shareholders of all of the Funds, except the International  
Equity Fund, will vote on removing each Fund's fundamental investment policy    
which requires the Fund to limit its investments in warrants to 5% of the       
Fund's total assets, provided that within that amount, investments in warrants  
which are listed on the New York or American Stock Exchanges shall not exceed   
2% of net assets. The current policy prohibits each Fund, except the            
International Equity Fund, from investing in warrants if, as a result more      
than 5% of the Fund's net assets will be invested in warrants or if as a        
result more than 2% of the Fund's net assets will be invested in warrants       
listed on the New York or American Stock Exchanges.                             

Subject to Shareholder approval, this fundamental investment policy would be
eliminated from the investment policies of the Funds.                           

The primary purpose of this Proposal is to update the Funds' investment     
policies in light of recent changes in the law. Each Fund's fundamental policy  
was originally adopted to be consistent with state securities ("blue sky")      
regulations, which placed limits on the amounts of certain types of securities  
that a mutual fund could purchase. Recent federal legislation eliminated state  
regulatory requirements including the requirement embodied in these investment  
policies. If the Proposal is approved, each Fund will be able to invest more    
than 5% of its                                                                  

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total assets in warrants and will be able to invest more than 2% of its total   
assets in warrants listed on the New York or American Stock Exchange.           
Eliminating this fundamental policy will conform each Fund's investment         
policies to the requirements of current federal law. In addition, eliminating   
this policy will provide increased investment flexibility and may provide       
opportunities to enhance each Fund's performance, with the corresponding risks  
which accompany investments in warrants. While removal of the investment        
policy will permit each Fund to invest an unlimited amount of its assets in     
warrants, it is not anticipated that the level of assets currently invested in  
warrants will significantly increase.                                           

Elimination of this fundamental policy is not expected to affect, in the    
foreseeable future, the manner in which the Funds are managed, the investment   
performance of the Funds, or the instruments in which they invest.              

Required Vote and Recommendation                                                

As provided in the 1940 Act, approval of a change to a Fund's fundamental   
investment policies requires the affirmative vote of a majority of the          
outstanding voting securities of the Fund. Abstentions have the effect of a     
negative vote on this Proposal. If the Shareholders of a Fund fail to approve   
this Proposal, the current investment policy will be retained for that Fund.    

THE BOARD OF TRUSTEES HAS APPROVED PROPOSAL 7 AND RECOMMENDS THAT SHAREHOLDERS  
VOTE TO APPROVE PROPOSAL 7. 

PROPOSAL 8. (Growth and Income, Fixed Income and New York Tax-Free Bond Funds)  

To approve a change in the investment policies of all of the Funds, except the  
International Equity Fund, which does not have such policy, to permit each      
Fund to purchase or retain 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 company.                         

At the Meeting, Shareholders of the Funds will vote on removing each Fund's 
fundamental investment policy regarding the Funds purchasing or retaining       
securities of issuers which the Officers and Trustees of the Trust, and the     
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 company. The current policy prohibits each Fund from purchasing or      
retaining the securities of any company if, to the knowledge of the Fund,       
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 company.                         

Subject to Shareholder approval, this fundamental investment policy would be
eliminated from the investment policies of the Funds.                           

The primary purpose of this Proposal is to update the Funds' investment     
policies in light of recent changes in the law. The Funds' fundamental policy   
was originally adopted to be consistent with state securities ("blue sky")      
regulations, which placed limits on the amounts of certain types of securities  
that a mutual fund could purchase. Recent federal legislation eliminated state  
regulatory requirements including the requirement embodied in these investment  
policies.                                                                       

This proposal will eliminate the Funds' policy of avoiding investments in   
securities issued by companies whose securities are owned in certain amounts    
by the Officers and Trustees of the Trust and the Officers and Directors of     
the Adviser. Preventing conflicts of interest in fund management is a           
critically important objective. However, Fund management believes that the      
Funds' Code of Ethics is sufficient to accomplish this objective. The Funds     
maintain a Code of Ethics which has been adopted in accordance with SEC rules,  
to restrict the private investment activities of the Officers and Trustees of   
the Trust and the Officers and Directors of the Adviser. This Code of Ethics    
supplements Fund management's separate fiduciary obligation to act with the     
Funds' best interests at heart. It places the burden of avoiding potential      
conflicts by restricting the ability of the individuals in those key positions  
of Officer, Trustee or Director to purchase securities the Funds are invested   
in.                                                                             

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Eliminating this fundamental policy will conform the Funds' investment      
policies to the requirements of current federal law. In addition, eliminating   
this policy will provide increased investment flexibility and may provide       
opportunities to enhance the Funds' performance. While removal of this          
investment restriction will allow each Fund to purchase securities of a         
company which the Trustees and Officers of the Trust and the Officers and       
Directors of the Adviser who individually own more than 1/2 of 1% together      
have ownership exceeding 5% of the company, the Adviser will exercise care,     
consistent with each Fund's investment objectives and policies, in investing    
any of a Fund's assets in such securities.                                      

Elimination of this fundamental policy is not expected to affect, in the    
foreseeable future, the manner in which the Funds are managed, the investment   
performance of the Funds, or the instruments in which they invest.              

Required Vote and Recommendation                                                

As provided in the 1940 Act, approval of a change to a Fund's fundamental   
investment policies requires the affirmative vote of a majority of the          
outstanding voting securities of the Fund. Abstentions have the effect of a     
negative vote on this Proposal. If the Shareholders of a Fund fail to approve   
this Proposal, the current investment policy will be retained for that Fund.    

The Board of Trustees has approved Proposal 8 and recommends that           
Shareholders vote to approve Proposal 8.                                        

PROPOSAL 9. (All Funds)                                                         

To approve a change in the investment policies of all of the Funds to remove    
the restriction on each Fund participating on a joint, or a joint and several,  
basis in any securities trading account.                                        

At the Meeting, Shareholders will vote on removing the Funds' investment    
policy which prohibits each Fund from participating on a joint, or a joint and  
several, basis in any securities trading account.                               

The 1940 Act currently prohibits investment companies from participating in 
certain joint activities. Management believes that the existing 1940 Act        
restrictions provide sufficient protection to Shareholders such that the        
additional fundamental restrictions are not required.                           

Most funds which establish joint accounts do so to facilitate the "bulk     
purchase" of short-term investments on behalf of the various funds              
participating in the account. Generally, funds may earn a higher rate of        
return on investments through joint accounts than the rate they could earn      
individually because, under most market conditions, it is possible to           
negotiate a higher rate of return on larger repurchase agreements and larger    
quantities of other short-term investments than the rate available in smaller   
transactions. Joint accounts may also increase the number of dealers and        
issuers willing to enter into short-term investments with the various funds     
participating in the accounts.                                                  

Eliminating this fundamental policy will conform each Fund's investment     
policies to the requirements of current federal law. In addition, eliminating   
this policy will provide increased investment flexibility and may provide       
opportunities to enhance each Fund's performance, with the corresponding risks  
which accompany participation on a joint, or a joint and several basis in any   
securities trading account.                                                     

Elimination of this fundamental policy is not expected to affect, in the    
foreseeable future, the manner in which the Funds are managed, the investment   
performance of the Funds, or the instruments in which they invest.              

Required Vote and Recommendation                                                

As provided in the 1940 Act, approval of a change to a Fund's fundamental   
investment policies requires the affirmative vote of a majority of the          
outstanding voting securities of the Fund. Abstentions have the effect of a     
negative vote on this Proposal. If the Shareholders of a Fund fail to approve   
this Proposal, the current investment policy will be retained for that Fund.    

THE BOARD OF TRUSTEES HAS APPROVED PROPOSAL 9 AND RECOMMENDS THAT SHAREHOLDERS  
VOTE TO APPROVE PROPOSAL 9. 

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PROPOSAL 10. (Growth and Income Fund and New York Tax-Free Bond Fund)           

To approve a change in the investment policies of the Growth and Income Fund    
and the New York Tax-Free Bond Fund to permit each Fund to invest up to 15% of  
its net assets in illiquid securities.                                          

At the Meeting, Shareholders of the Growth and Income and New York Tax-Free 
Bond Fund will be asked to vote on amending the Funds' fundamental investment   
policy regarding investments in illiquid securities. Currently, these two       
Funds are permitted to invest only 10% of their net assets in illiquid          
securities, including those securities which do not have readily available      
market quotations and repurchase agreements having maturities of more than      
seven days. This Proposal would permit each of these two Funds to invest up to  
15% of its net assets in illiquid securities.                                   

Illiquid securities are assets which may not be sold or disposed of in the  
ordinary course of business within seven days at approximately the value at     
which a mutual fund has valued the investment. The SEC historically took the    
position that an open-end investment company should limit its investments in    
illiquid securities because such securities may present problems of accurate    
valuation and because it is possible that the investment company would have     
difficulty satisfying redemptions on a timely basis. The SEC and federal rules  
now permit all non-money market funds to invest up to 15% of their net assets   
in illiquid securities.                                                         

The Board of Trustees believes that the current fundamental investment      
restriction set forth above is more restrictive than is necessary. In order to  
permit maximum flexibility in investing each Fund's assets, the Trustees        
recommend that the proposed amendments to the Funds' fundamental restriction    
be adopted by shareholders to increase the current limit from 10% to 15% of     
the Fund's net assets that may be invested in illiquid securities.              

Fund Management has recommended the proposed change to the Trustees because 
it believes that the increased flexibility will assist each Fund in achieving   
its investment objective.                                                       

Eliminating this fundamental policy will conform each Fund's investment     
policies to the requirements of current federal law. In addition, eliminating   
this policy will provide increased investment flexibility and may provide       
opportunities to enhance each Fund's performance, with the corresponding risks  
which accompany investments in illiquid securities. If the proposed amendment   
is approved, this investment practice could have the effect of increasing the   
level of illiquidity of the Funds' portfolio securities. While removal of the   
restrictive investment policy will permit each Fund to investment a larger      
percentage of their assets in illiquid securities, it is not anticipated that   
the level of assets currently invested in illiquid securities will              
significantly increase.                                                         

Elimination of this fundamental policy is not expected to affect, in the    
foreseeable future, the manner in which the Funds are managed, the investment   
performance of the Funds, or the instruments in which they invest.              

Required Vote and Recommendation                                                

As provided in the 1940 Act, approval of a change to a Fund's fundamental   
investment policies requires the affirmative vote of a majority of the          
outstanding voting securities of the Funds. Abstentions have the effect of a    
negative vote on this Proposal. If the Shareholders of a Fund fail to approve   
this Proposal, the current investment policy will be retained for that Fund.    

THE BOARD OF TRUSTEES HAS APPROVED PROPOSAL 10 AND RECOMMENDS THAT  
SHAREHOLDERS VOTE TO APPROVE PROPOSAL 10. 

PROPOSAL 11. (Growth and Income, Fixed Income and New York Tax-Free Bond        
Funds)                                                                          

To approve a change in the investment policies of all of the Funds, except the  
International Equity Fund, to provide that each Fund, with respect to 75% of    
its total assets (taken at market value), may not purchase a security if as a   
result (1) more than 5% of its total assets (taken at market value) would be    
invested in the securities (including securities subject to repurchase          
agreements), of any one issuer, other than obligations which are issued or      
guaranteed by the United States Government, its agencies or instrumentalities   
or (2) the Fund would own more than 10% of the outstanding voting securities    
of such issuer.                                                                 

16  

DEFR14A 20th Page of 30 TOC 1st Previous Next ↓Bottom Just 20th
This proposal would permit the Funds to invest a larger portion of their    
assets in fewer issuers, while still meeting the requirement to be diversified  
under the 1940 Act. The 1940 Act divides mutual funds into "diversified' and    
"non-diversified' investment companies based on a mathematical test that        
measures the degree of diversification of a fund's portfolio. The two           
components taken into account ("diversification elements") are (i) holding      
more than 5% of the fund's assets in a single issuer and (ii) holding more      
than 10% of a single issuer's voting securities. In order for a fund to be      
considered a "diversified investment company,' the diversification elements     
must apply to a minimum of 75% of the Fund's total assets.                      

Currently, the investment policies of the Growth and Income Fund apply the  
diversification elements to 100% of its assets. While the investment policy of  
the Fixed Income and New York Tax-Free Bond Funds applies the diversification   
elements to 75% of each Fund's assets, the policy then further restricts the    
Funds as to the remaining 25% of total assets from purchasing a security if as  
a result it would invest more than 10% of its total assets in the securities    
of any one issuer or own more than 10% of the outstanding voting securities of  
any one issuer.                                                                 

Under this Proposal, each Fund will have a basket of 25% of its total assets
which will not be subject to the diversification elements. Each Fund will be    
permitted to invest up to 25% of its assets in a single issuer, or in a more    
likely scenario, invest its 25% basket in a combination of ways (6% of its      
assets in four different issuers or 7% in three different issuers).             

This Proposal will bring the Funds' investment policies in line with what is
permitted by the 1940 Act. In addition, eliminating this policy will provide    
increased investment flexibility and may provide opportunities to enhance the   
Funds' performance. Changing this policy will provide increased investment      
flexibility and may provide opportunities to enhance the Funds' performance,    
with the corresponding risk which accompanies a less diversified portfolio.     
While changing this investment policy will make it so that the diversification  
elements only apply to 75% of each Fund's total assets, the Adviser will        
exercise care, consistent with each Fund's investment objectives and policies,  
in investing any of a Fund's assets in a way that exceeds the diversification   
elements.                                                                       

Elimination of this fundamental policy is not expected to affect, in the    
foreseeable future, the manner in which the Funds are managed, the investment   
performance of the Funds, or the instruments in which they invest.              

Required Vote and Recommendation                                                

As provided in the 1940 Act, approval of a change to a Fund's fundamental   
investment policies requires the affirmative vote of a majority of the          
outstanding voting securities of the Fund. Abstentions have the effect of a     
negative vote on this Proposal. If the Shareholders of a Fund fail to approve   
this Proposal, the current investment policy will be retained for that Fund.    

THE BOARD OF TRUSTEES HAS APPROVED PROPOSAL 11 AND RECOMMENDS THAT  
SHAREHOLDERS VOTE TO APPROVE PROPOSAL 11. 

17  

DEFR14A 21st Page of 30 TOC 1st Previous Next ↓Bottom Just 21st
MANAGEMENT OF THE FUNDS 

During the year ended December 31, 1998, the Board of Trustees held 7       
meetings. The Trust's Audit Committee held one meeting, the Foreign Custody     
Committee held one meeting and the Nominating Committee held two meetings. All  
of the Trustees (with the exception of Mr. Pfann) attended at least 75% of the  
meetings of the Board of Trustees and all committee meetings thereof of which   
such trustee was a member during the year ended December 31, 1998. Each of the  
Trustees hold the same position with each of the Funds in the Trust.            

Trustees of the Trust who are not affiliated with the Distributor or the    
Adviser received from the Trust an annual fee of $4,000 and a fee for each      
Board of Trustees and Board committee meeting attended of $1,000. Trustees who  
are affiliated with the Distributor or the Adviser do not receive compensation  
from the Trust. The following table lists the compensation paid to each of the  
Trustees by the Trust during the year ended December 31, 1998. No executive     
officer or person affiliated with the Trust received compensation from the      
Trust for the year ended December 31, 1998 in excess of $60,000.                

                                                                [Download Table]

                                  Total Compensation
             Trustee                  from Trust    
             -------              ------------------
                                                    
Harald Paumgarten, Chairman of                      
 the Board                             $13,960      
Wolfe J. Frankl, Trustee               $12,830      
John P. Pfann, Trustee                 $ 4,499      
Robert A. Robinson, Trustee            $13,638      
Richard J. Loos, Vice Chairman                      
 Emeritus*                             $11,027      

The Trustees did not and have not accrued pension or retirement benefits    
from the Funds for their service to the Trust.                                  
--------                                                                        
* Mr. Loos was elected Vice Chairman Emeritus of the Trust on May 5, 1998. Mr.  
Loos is not a voting member of the Board.                                   

The following table lists the executive officers of the Trust.              

                                                        [Enlarge/Download Table]

                                                Principal Occupations and Other      
       Name              Position           Affiliations During the Past Five Years  
       ----              --------        --------------------------------------------
                                                                                     
Walter Grimm       President             Executive Vice President Fund Services      
                                         Division of BISYS Fund Services, Inc.--June 
                                         1992 to present                             
Eric F. Almquist   Senior Vice President Senior Marketing Strategist--Fund Services  
                                         Division of BISYS Fund Services, Inc.--     
                                         August 1996 to Present; Director of Process 
                                         Management, Coopers & Lybrand L.L.P. 1988 to
                                         1994                                        
Charles Booth      Vice President and    Chief Compliance Officer and Vice President 
                   Assistant Secretary   of Fund Administration, Fund Services       
                                         Division of BISYS Fund Services, Inc.--1988 
                                         to present                                  
Anthony J. Fischer Vice President        Vice President, Client Services, Fund       
                                         Services Division of BISYS Fund Services,   
                                         Inc.--1998 to present; SEI--1997-1998       
Paul T. Kane       Assistant Treasurer   Vice President, Fund Services of BISYS Fund 
                                         Services, Inc.--December 1997 to present;   
                                         Director Shareholder Reporting, Fidelity    
                                         Accounting and Custody Services--1995-1997  
Steven R. Howard   Secretary             Partner--Paul, Weiss, Rifkind, Wharton &    
                                         Garrison--April 1998 to present; Partner--  
                                         Baker & McKenzie--1991-1998                 
Alaina V. Metz     Assistant Secretary   Chief Administrator, Administration and     
                                         Regulatory Services of BISYS Fund Services, 
                                         Inc.--June 1995 to present; Supervisor of   
                                         Mutual Fund Legal Department; Alliance      
                                         Capital Management--May 1989 to June 1995   

As of the date of this proxy statement, the trustees and officers of the    
Trust as a group beneficially owned less than 1% of the outstanding shares of   
the Trust.                                                                      

18  

DEFR14A 22nd Page of 30 TOC 1st Previous Next ↓Bottom Just 22nd
HSBC MUTUAL FUNDS TRUST                                                         
GROWTH AND INCOME FUND                  PROXY SOLICITED BY THE BOARD OF TRUSTEES
        The undersigned hereby appoints James Smith or Charles Booth, and each
of them, attorneys and proxies for the undersigned, with full powers of         
substitution and revocation, to represent the undersigned and to vote on behalf 
of the undersigned all shares of the HSBC Mutual Funds Trust (the "Fund") which 
the undersigned is entitled to vote at the Special Meeting of Shareholders of   
the Fund to be held at the office of the Fund, 3435 Stelzer Road, Columbus, Ohio
43219, on May 3, 1999 at 10:00 a.m., and any adjournments thereof. The          
undersigned hereby acknowledges receipt of the Notice of Special Meeting and    
Proxy Statement and hereby instructs said attorneys and proxies to vote said    
shares as indicated hereon. In their discretion, the proxies are authorized to  
vote upon such other business as may properly come before the Meeting. A        
majority of the proxies present and acting at the Meeting in person or by       
substitute (or, if only one shall be so present, then that one) shall have and  
may exercise all of the power and authority of said proxies hereunder. The      
undersigned hereby revokes any proxy previously given.                          

                               PLEASE SIGN, DATE AND RETURN PROMPTLY
                                IN THE ENVELOPE PROVIDED

                                NOTE: Please sign exactly as your name
                                 appears on this Proxy. If joint owners,
                                     EITHER may sign this Proxy. When signing as
                                     attorney, executor, administrator, trustee,
                                    guardian or corporate officer, please give
          your full title.

Date  
                                     -------------------------------------------

                                     -------------------------------------------

                                     -------------------------------------------
                                     Signature(s), (Title(s), if applicable)

Please indicate your vote by an "X" in the appropriate boxes below.             

This Proxy, if properly executed, will be voted in the manner directed by the   
undersigned Shareholder.                                                        

IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR PROPOSAL 1. Please refer  
to the Proxy Statement for a discussion of the Proposals.                       

1. ELECTION OF DIRECTORS  FOR all nominees listed below    WITHHOLD AUTHORITY   
                           (except as marked to the     to vote for all nominees
                         contrary below)  [_]           listed below [_]

WOLFE J. FRANKL    JEFFREY J. HASS      RICHARD J. LOOS    CLIFTON H. W. MALONEY

JOHN C. MEDITZ     HARALD PAUMGARTEN    JOHN P. PFANN      ROBERT A. ROBINSON   

(INSTRUCTION: To withhold authority for any individual, write his or her name on
the line provided below.)                                                       

--------------------------------------------------------------------------------

2. To approve the existing Investment          [_]           [_]           [_]  
   Advisory Agreement between the Trust      APPROVE      DISAPPROVE     ABSTAIN
and HSBC Asset Management Americas Inc.,                                  
the Investment Adviser to the Funds.                                      

3. To ratify the selection of Ernst & Young,   [_]           [_]           [_]  
   LLP as independent accountants for the    APPROVE      DISAPPROVE     ABSTAIN
Trust for the fiscal year ending                                          
December 31, 1999.                                                        

4. To approve a change in the investment       [_]           [_]           [_]  
   policies of the Fund to permit the Fund   APPROVE      DISAPPROVE     ABSTAIN
to make loans, including loans of its                                     
portfolio securities if, as a result,                                     
the aggregate of such loans does not                                      
exceed 33 1/3% of the value of the                                        
Fund's total assets.                                                      

DEFR14A 23rd Page of 30 TOC 1st Previous Next ↓Bottom Just 23rd
5.  To approve a change in the investment      [_]           [_]           [_]  
    policies of the Fund to permit the Fund  APPROVE      DISAPPROVE     ABSTAIN
to (i) borrow from banks, for any                                       
purpose, up to 33 1/3% of the current                                   
value of its total assets; (ii) pledge                                  
up to 33 1/3% of its total assets to                                    
secure such borrowings; and (iii) to                                    
eliminate any limits on purchasing                                      
securities when borrowings exist.                                       

6.  To approve a change in the investment      [_]           [_]           [_]  
    policies of the Fund to remove the       APPROVE      DISAPPROVE     ABSTAIN
restriction on purchasing securities                                    
of any company with a record of less                                    
than three years' continuous operation                                  
if such purchase would cause the                                        
fund's investments in all such                                          
companies taken at cost to exceed 5%                                    
of the total assets of the Fund.                                        

7.  To approve a change in the investment      [_]           [_]           [_]  
    policies of the Fund to remove the       APPROVE      DISAPPROVE     ABSTAIN
restriction on 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.                                            

8.  To approve a change in the investment      [_]           [_]           [_]  
    policies of the Fund to permit the Fund  APPROVE      DISAPPROVE     ABSTAIN
to purchase or retain 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                                       
company.                                                                

9.  To approve a change in the investment      [_]           [_]           [_]  
    policies of the Fund to remove the       APPROVE      DISAPPROVE     ABSTAIN
restriction on the Fund's participating                                 
on a joint, or a joint and several                                      
basis, in any securities trading                                        
account.                                                                

10. To approve a change in the investment      [_]           [_]           [_]  
    policies of the Fund to permit the Fund  APPROVE      DISAPPROVE     ABSTAIN
to invest up to 15% of its net assets                                   
in illiquid securities.                                                 

11. To approve a change in the investment      [_]           [_]           [_]  
    policies of  the Fund to provide that    APPROVE      DISAPPROVE     ABSTAIN
the Fund, with respect to 75% of its                                    
total assets (taken at market value),                                   
may not purchase a security if as a                                     
result (1) more than 5% of its total                                    
assets (taken at market value) would                                    
be invested in the securities                                           
(including securities subject to                                        
repurchase agreements), of any one                                      
issuer, other than obligations which                                    
are issued or guaranteed by the                                         
United States Government, its                                           
agencies or instrumentalities or (2)                                    
the Fund would own more than 10% of                                     
the outstanding voting securities of                                    
such issuer.                                                            

DEFR14A 24th Page of 30 TOC 1st Previous Next ↓Bottom Just 24th
HSBC MUTUAL FUNDS TRUST                                                         
FIXED INCOME FUND                       PROXY SOLICITED BY THE BOARD OF TRUSTEES
The undersigned hereby appoints James Smith or Charles Booth, and each of 
them, attorneys and proxies for the undersigned, with full powers of            
substitution and revocation, to represent the undersigned and to vote on behalf 
of the undersigned all shares of the HSBC Mutual Funds Trust (the "Fund") which 
the undersigned is entitled to vote at the Special Meeting of Shareholders of   
the Fund to be held at the office of the Fund, 3435 Stelzer Road, Columbus, Ohio
43219, on May 3, 1999 at 10:00 a.m., and any adjournments thereof. The          
undersigned hereby acknowledges receipt of the Notice of Special Meeting and    
Proxy Statement and hereby instructs said attorneys and proxies to vote said    
shares as indicated hereon. In their discretion, the proxies are authorized to  
vote upon such other business as may properly come before the Meeting. A        
majority of the proxies present and acting at the Meeting in person or by       
substitute (or, if only one shall be so present, then that one) shall have and  
may exercise all of the power and authority of said proxies hereunder. The      
undersigned hereby revokes any proxy previously given.                          

                               PLEASE SIGN, DATE AND RETURN PROMPTLY
                                IN THE ENVELOPE PROVIDED

                                NOTE: Please sign exactly as your name
                                 appears on this Proxy. If joint owners,
                                     EITHER may sign this Proxy. When signing as
                                     attorney, executor, administrator, trustee,
                                    guardian or corporate officer, please give
          your full title.

Date  
                                     -------------------------------------------

                                     -------------------------------------------

                                     -------------------------------------------
                                       Signature(s), (Title(s), if applicable)

Please indicate your vote by an "X" in the appropriate boxes below.             

This Proxy, if properly executed, will be voted in the manner directed by the   
undersigned Shareholder.                                                        

IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR PROPOSAL 1. Please refer  
to the Proxy Statement for a discussion of the Proposals.                       

1. ELECTION OF DIRECTORS  FOR all nominees listed below    WITHHOLD AUTHORITY   
                           (except as marked to the     to vote for all nominees
                         contrary below)  [_]           listed below [_]

WOLFE J. FRANKL    JEFFREY J. HASS      RICHARD J. LOOS    CLIFTON H. W. MALONEY

JOHN C. MEDITZ     HARALD PAUMGARTEN    JOHN P. PFANN      ROBERT A. ROBINSON   

(INSTRUCTION: To withhold authority for any individual, write his or her name on
the line provided below.)                                                       

--------------------------------------------------------------------------------

2.   To approve the existing Investment           [_]         [_]          [_]  
     Advisory Agreement between the Trust and   APPROVE    DISAPPROVE    ABSTAIN
HSBC Asset Management Americas Inc., the                              
Investment Adviser to the Funds.                                      

3.   To ratify the selection of Ernst & Young,    [_]         [_]          [_]  
     LLP as independent accountants for the     APPROVE    DISAPPROVE    ABSTAIN
Trust for the fiscal year ending                                      
December 31, 1999.                                                    

4.   To approve a change in the investment        [_]         [_]          [_]  
     policies of the Fund to permit the Fund    APPROVE    DISAPPROVE    ABSTAIN
to make loans, including loan of its                                  
portfolio securities if, as a result,                                 
the aggregate of such loans does not                                  
exceed 33 1/3% of the value of a Fund's                               
total assets.                                                         

5.   To approve a change in the investment        [_]         [_]          [_]  
     policies of the Fund to permit the Fund    APPROVE    DISAPPROVE    ABSTAIN
to: (i) borrow from banks, for any                                    
purpose, up to 33 1/3% of the current                                 
value of its total assets; (ii) pledge                                
up to 33 1/3% of its total assets to                                  
secure such borrowings; and (iii) to                                  
eliminate any limits on purchasing                                    
securities when borrowings exist.                                     

DEFR14A 25th Page of 30 TOC 1st Previous Next ↓Bottom Just 25th
6.   To approve a change in the investment        [_]         [_]          [_]  
     policies of the Fund to remove the         APPROVE    DISAPPROVE    ABSTAIN
restriction on purchasing securities of                               
any company with a record of less than                                
three years' continuous operation if                                  
such purchase would cause the Fund's                                  
investments in all such companies taken                               
at cost to exceed 5% of the total assets                              
of the Fund.                                                          

7.   To approve a change in the investment        [_]         [_]          [_]  
     policies of the Fund to remove the         APPROVE    DISAPPROVE    ABSTAIN
restriction on 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.                                                           

8.   To approve a change in the investment       [_]         [_]          [_]   
    policies of the Fund to permit the Fund   APPROVE    DISAPPROVE    ABSTAIN
to purchase or retain 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 company.                                              

9.   To approve a change in the investment       [_]         [_]          [_]   
    policies of the Fund to remove the        APPROVE    DISAPPROVE    ABSTAIN
restriction on participating on a joint,                              
or a joint and several basis, in any                                  
securities trading account.                                           

11.  To approve a change in the investment       [_]         [_]          [_]   
    policies of the Fund to provide that      APPROVE    DISAPPROVE    ABSTAIN
the Fund, with respect to 75% of its                                  
total assets (taken at market value),                                 
may not purchase a security if as a                                   
result (1) more than 5% of its total                                  
assets (taken at market value) would                                  
be invested in the securities                                         
(including securities subject to                                      
repurchase agreements), of any one                                    
issuer, other than obligations which                                  
are issued or guaranteed by the United                                
States Government, its agencies or                                    
instrumentalities or (2) the Fund would                               
own more than 10% of the outstanding                                  
voting securities of such issuer.                                     

DEFR14A 26th Page of 30 TOC 1st Previous Next ↓Bottom Just 26th
HSBC MUTUAL FUNDS TRUST                                                         
NEW YORK TAX-FREE BOND FUND             PROXY SOLICITED BY THE BOARD OF TRUSTEES
The undersigned hereby appoints James Smith or Charles Booth, and each of 
them, attorneys and proxies for the undersigned, with full powers of            
substitution and revocation, to represent the undersigned and to vote on behalf 
of the undersigned all shares of the HSBC Mutual Funds Trust (the "Fund") which 
the undersigned is entitled to vote at the Special Meeting of Shareholders of   
the Fund to be held at the office of the Fund, 3435 Stelzer Road, Columbus, Ohio
43219, on May 3, 1999 at 10:00 a.m., and any adjournments thereof. The          
undersigned hereby acknowledges receipt of the Notice of Special Meeting and    
Proxy Statement and hereby instructs said attorneys and proxies to vote said    
shares as indicated hereon. In their discretion, the proxies are authorized to  
vote upon such other business as may properly come before the Meeting. A        
majority of the proxies present and acting at the Meeting in person or by       
substitute (or, if only one shall be so present, then that one) shall have and  
may exercise all of the power and authority of said proxies hereunder. The      
undersigned hereby revokes any proxy previously given.                          

                               PLEASE SIGN, DATE AND RETURN PROMPTLY
                                IN THE ENVELOPE PROVIDED

                                NOTE: Please sign exactly as your name
                                 appears on this Proxy. If joint owners,
                                     EITHER may sign this Proxy. When signing as
                                     attorney, executor, administrator, trustee,
                                    guardian or corporate officer, please give
          your full title.

Date  
                                     -------------------------------------------

                                     -------------------------------------------

                                     -------------------------------------------
                                       Signature(s), (Title(s), if applicable)

Please indicate your vote by an "X" in the appropriate boxes below.             

This Proxy, if properly executed, will be voted in the manner directed by the   
undersigned Shareholder.                                                        

IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR PROPOSAL 1. Please refer  
to the Proxy Statement for a discussion of the Proposals.                       

1. ELECTION OF DIRECTORS  FOR all nominees listed below    WITHHOLD AUTHORITY   
                           (except as marked to the     to vote for all nominees
                         contrary below)  [_]           listed below [_]

WOLFE J. FRANKL    JEFFREY J. HASS      RICHARD J. LOOS    CLIFTON H. W. MALONEY

JOHN C. MEDITZ     HARALD PAUMGARTEN    JOHN P. PFANN      ROBERT A. ROBINSON   

(INSTRUCTION: To withhold authority for any individual, write his or her name on
the line provided below.)                                                       

--------------------------------------------------------------------------------

2.   To approve the existing Investment           [_]         [_]          [_]  
     Advisory Agreement between the Trust and   APPROVE    DISAPPROVE    ABSTAIN
HSBC Asset Management Americas Inc., the                              
Investment Adviser to the Funds.                                      

3.   To ratify the selection of Ernst & Young,    [_]         [_]          [_]  
     LLP as independent accountants for the     APPROVE    DISAPPROVE    ABSTAIN
Trust for the fiscal year ending                                      
December 31, 1999.                                                    

4.   To approve a change in the investment        [_]         [_]          [_]  
     policies of the Fund to permit the Fund    APPROVE    DISAPPROVE    ABSTAIN
to make loans, including loans of its                                 
portfolio securities ABSTAIN if, as a                                 
result, the aggregate of such loans does                              
not exceed 33 1/3% of the value of the                                
Fund's total assets.                                                  

5.   To approve a change in the investment        [_]         [_]          [_]  
     policies of the Fund to permit the Fund    APPROVE    DISAPPROVE    ABSTAIN
to: (i) borrow from banks, for any                                    
purpose, up to 33 1/3% of the current                                 
value of its total assets; (ii) pledge                                
up to 33 1/3% of its total assets to                                  
secure such borrowings; and (iii) to                                  
eliminate any limits on purchasing                                    
securities when borrowings exist.                                     

DEFR14A 27th Page of 30 TOC 1st Previous Next ↓Bottom Just 27th
6.   To approve a change in the investment        [_]         [_]          [_]  
     policies of the Fund to remove the         APPROVE    DISAPPROVE    ABSTAIN
restriction on purchasing securities                                  
of any company with a record of less                                  
than three years' continuous operation                                
if such purchase would cause the                                      
Fund's investments in all such                                        
companies taken at cost to exceed 5% of                               
the total assets of the Fund.                                         

7.   To approve a change in the investment        [_]         [_]          [_]  
     policies of the Fund to remove the         APPROVE    DISAPPROVE    ABSTAIN
restriction on 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.                                                           

8.   To approve a change in the investment        [_]         [_]          [_]  
     policies of the Fund to permit the Fund    APPROVE    DISAPPROVE    ABSTAIN
to purchase or retain 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 company.                                              

9.   To approve a change in the investment        [_]         [_]          [_]  
     policies of the Fund to remove the         APPROVE    DISAPPROVE    ABSTAIN
restriction on the Fund participating                                 
on a joint, or a joint and several basis,                             
in any securities trading account.                                    

10.  To approve a change in the investment        [_]         [_]          [_]  
     policies of the Fund to permit the Fund    APPROVE    DISAPPROVE    ABSTAIN
to invest up to 15% of its net assets in                              
illiquid securities.                                                  

11.  To approve a change in the investment        [_]         [_]          [_]  
     policies of the Fund to provide that the   APPROVE    DISAPPROVE    ABSTAIN
Fund, with respect to 75% of its total                                
assets (taken at market value), may not                               
purchase a security if as a result (1)                                
more than 5% of its total assets (taken                               
at market value) would be invested in                                 
the securities (including securities                                  
subject to repurchase agreements), of                                 
any one issuer, other than obligations                                
which are issued or guaranteed by the                                 
United States Government, its agencies                                
or instrumentalities or (2) the Fund                                  
would own more than 10% of the                                        
outstanding voting securities of such                                 
issuer.                                                               

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HSBC MUTUAL FUNDS TRUST                                                         
INTERNATIONAL EQUITY FUND               PROXY SOLICITED BY THE BOARD OF TRUSTEES
The undersigned hereby appoints James Smith or Charles Booth, and each of 
them, attorneys and proxies for the undersigned, with full powers of            
substitution and revocation, to represent the undersigned and to vote on behalf 
of the undersigned all shares of the HSBC Mutual Funds Trust (the "Fund") which 
the undersigned is entitled to vote at the Special Meeting of Shareholders of   
the Fund to be held at the office of the Fund, 3435 Stelzer Road, Columbus, Ohio
43219, on May 3, 1999 at 10:00 a.m., and any adjournments thereof. The          
undersigned hereby acknowledges receipt of the Notice of Special Meeting and    
Proxy Statement and hereby instructs said attorneys and proxies to vote said    
shares as indicated hereon. In their discretion, the proxies are authorized to  
vote upon such other business as may properly come before the Meeting. A        
majority of the proxies present and acting at the Meeting in person or by       
substitute (or, if only one shall be so present, then that one) shall have and  
may exercise all of the power and authority of said proxies hereunder. The      
undersigned hereby revokes any proxy previously given.                          

                               PLEASE SIGN, DATE AND RETURN PROMPTLY
                                IN THE ENVELOPE PROVIDED

                                NOTE: Please sign exactly as your name
                                 appears on this Proxy. If joint owners,
                                     EITHER may sign this Proxy. When signing as
                                     attorney, executor, administrator, trustee,
                                    guardian or corporate officer, please give
          your full title.

Date  
                                     -------------------------------------------

                                     -------------------------------------------

                                     -------------------------------------------
                                     Signature(s), (Title(s), if applicable)

Please indicate your vote by an "X" in the appropriate boxes below.             

This Proxy, if properly executed, will be voted in the manner directed by the   
undersigned Shareholder.                                                        

IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR PROPOSAL 1. Please refer  
to the Proxy Statement for a discussion of the Proposals.                       

1. ELECTION OF DIRECTORS  FOR all nominees listed below    WITHHOLD AUTHORITY   
                           (except as marked to the     to vote for all nominees
                         contrary below)  [_]           listed below [_]

WOLFE J. FRANKL    JEFFREY J. HASS      RICHARD J. LOOS    CLIFTON H. W. MALONEY

JOHN C. MEDITZ     HARALD PAUMGARTEN    JOHN P. PFANN      ROBERT A. ROBINSON   

(INSTRUCTION: To withhold authority for any individual, write his or her name on
the line provided below.)                                                       

--------------------------------------------------------------------------------

2.   To approve the existing Investment          [_]         [_]          [_]   
    Advisory Agreement between the Trust      APPROVE    DISAPPROVE    ABSTAIN
and HSBC Asset Management Americas                                    
Inc., the Investment Adviser to the                                   
Funds.                                                                

3.   To ratify the selection of Ernst &          [_]         [_]          [_]   
    Young, LLP as independent                 APPROVE    DISAPPROVE    ABSTAIN
accountants for the Trust for the                                     
fiscal year ending December                                           
31, 1999.                                                             

4.   To approve a change in the investment       [_]         [_]          [_]   
    policies of the Fund to permit the Fund   APPROVE    DISAPPROVE    ABSTAIN
to make loans, including loans of its                                 
portfolio securities if, as a result,                                 
the aggregate of such loans does not                                  
exceed 33 1/3% of  the value of a Fund's                              
total assets.                                                         

5.   To approve a change in the investment       [_]         [_]          [_]   
    policies of the Fund to permit the Fund   APPROVE    DISAPPROVE    ABSTAIN
to: (i) borrow from banks, for any                                    
purpose, up to 33 1/3% of the current                                 
value of its total assets; (ii) pledge                                
up to 33 1/3% of its total assets to                                  
secure such borrowings; and (iii) to                                  
eliminate any limits on purchasing                                    
securities when borrowings exist.                                     

DEFR14A 29th Page of 30 TOC 1st Previous Next ↓Bottom Just 29th
9.   To approve a change in the investment       [_]         [_]          [_]   
    policies of the Fund to remove the        APPROVE    DISAPPROVE    ABSTAIN
restriction on participating on a joint,                              
or a joint and several basis, in any                                  
securities trading account.                                           

DEFR14A Last Page of 30 TOC 1st Previous Next ↓Bottom Just 30th
[PASTE-UP LETTERHEAD HERE]  

March 26, 1999      

Dear Valued Shareholder:                                                        

The enclosed proxy materials relate to a Special Meeting of Shareholders of 
the HSBC Mutual Funds Trust (the "Trust"), and each series of the Trust, the    
Growth and Income Fund, Fixed Income Fund, International Equity Fund and the    
New York Tax-Free Bond Fund (each a "Fund" and collectively the "Funds") to be  
held on May 10, 1999 at 10:00 a.m., Eastern Standard Time, at the Funds'        
offices at 3435 Stelzer Road, Columbus, Ohio 43219 (the "Meeting").             

At the Meeting, Shareholders will be asked to ratify the election of four   
existing trustees and to elect four new trustees to the Board of Trustees of    
the Trust. Shareholders will also be asked to approve the Trust's existing      
investment advisory contract, to ratify the selection of the independent        
accountants to the Trust and to approve changes to certain of the investment    
policies and restrictions of the Funds. The Trustees are recommending that      
Shareholders (i) ratify the four trustees and elect the four nominees to the    
Board of Trustees, (ii) approve the Trust's advisory contract, (iii) ratify     
the selection of independent accountant and (iv) approve each of the changes    
to the Funds' investment policies.                                              

Although the Trustees would like very much to have you attend the Meeting,  
they realize that this is not always possible. Whether or not you plan to be    
present at the Meeting, Your vote is needed. Please complete, sign and return   
the enclosed Proxy Card promptly in the postage-paid envelope provided.         

Your Trustees look forward to seeing you at the Meeting or receiving your   
proxy so your shares may be voted at the Meeting.                               

                    Sincerely yours,

                Walter Grimm
             President

Shareholders are urged to sign and return the enclosed proxy in the enclosed    
envelope so as to be represented at the Meeting.                                

Thank you for your cooperation and prompt attention to this matter.

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘DEFR14A’ Filing	Date	First	Last	Other Filings

	12/31/99	2	28	24F-2NT, N-30D, NSAR-B
	5/31/99	13
	5/10/99	2	30
	5/3/99	22	28
	3/29/99	3	5
Filed on:	3/26/99	30
	3/24/99	3	7
	3/10/99	5
	1/26/99	9	10
	12/31/98	5	21	24F-2NT, N-30D, NSAR-B
	5/5/98	9	21
	1/26/96	9
				List all Filings

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Filing Submission 0000950130-99-001713 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Bnyia Mutual Funds Trust – ‘DEFR14A’ on 3/26/99

As of: Friday, 3/26/99 · Accession #: 950130-99-1713 · File #: 811-06057

Revised Definitive Proxy Solicitation Material — Schedule 14AFiling Table of Contents

DEFR14A — Hsbc Mutual Funds TrustDocument Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

Revised Definitive Proxy Solicitation Material — Schedule 14A
Filing Table of Contents

DEFR14A — Hsbc Mutual Funds Trust
Document Table of Contents