Overview
- Headquarters
- New York, NY
- Total Firm Assets
- $3.8 billion
- Average High-Net-Worth Client Portfolio Size
- $0.9 million
- Stated Minimum Account Size
- $100,000
Fee Disclosure
HSBC SECURITIES (USA) INC.
| Min | Max | Disclosed Annual Rate |
|---|---|---|
| $0 | $250,000 | 1.50% |
| $250,001 | $500,000 | 1.20% |
| $500,001 | $1,000,000 | 1.00% |
| $1,000,001 | $2,000,000 | 0.90% |
| $2,000,001 | $5,000,000 | 0.80% |
| $5,000,001 | $10,000,000 | 0.65% |
| $10,000,001 | and above | 0.55% |
Estimated Annual Advisory Fees
| Portfolio Value | Estimated Annual Fee | Effective Fee Rate |
|---|---|---|
| $1 million | $11,750 | 1.18% |
| $5 million | $44,750 | 0.90% |
| $10 million | $77,250 | 0.77% |
| $50 million | $297,250 | 0.59% |
| $100 million | $572,250 | 0.57% |
Actual fees may vary; other investment costs may apply.
Clients
- High-Net-Worth Share of Firm Assets
- 40.40%
- Number of High-Net-Worth Clients
- 1,791
- Total Client Accounts
- 12,108
- Discretionary Accounts
- 2,316
- Non-Discretionary Accounts
- 9,792
Services Offered
Services: Portfolio Management for Pooled Investment Vehicles, Portfolio Management for Institutional Clients, Investment Advisor Selection
Regulatory Filings
- SEC CRD Number
- 19585
Additional Brochure: MANAGED PORTFOLIO ACCOUNT WRAP FEE PROGRAM BROCHURE (2026-09-25)
View Document Text
HSBC Securities (USA) Inc. - Form ADV Part 2A-Appendix 1
Form ADV Part 2A – Appendix 1
MANAGED PORTFOLIO ACCOUNT WRAP FEE PROGRAM BROCHURE
HSBC Securities (USA) Inc.
66 Hudson Boulevard East, New York, NY 10001
Tel: 212-525-5000
Website: WWW.US.HSBC.COM
September 2026
This managed account or wrap fee program brochure for the Managed Portfolio Account (“MPA”) program
provides information about the qualifications and business practices of HSBC Securities (USA) Inc. (“HSBC
Securities”, “We”, or the “Firm”) and it should be considered before investing in MPA. If you have any
questions about the contents of this brochure, please direct your written inquiry to the address listed above, or
call (800) 662-3343. The information in this Brochure has not been approved or verified by the United States
Securities and Exchange Commission (“SEC”) or by any state securities authority.
Additional information about HSBC Securities (USA) Inc. is also available on the SEC’s website at
www.adviserinfo.sec.gov.
HSBC Securities is a federally registered investment adviser with the SEC. Registration with the SEC or with any
state securities authority, the use of the term “registered investment adviser”, and descriptions of HSBC
Securities and some of our associates as “registered” does not imply a certain level of skill or training.
Investment Products:
ARE NOT
FDIC
INSURED
MAY
LOSE
VALUE
ARE NOT INSURED
BY ANY FEDERAL
GOVERNMENT
AGENCY
ARE NOT
GUARANTEED BY
THE BANK OR ANY
OF ITS AFFILIATES
ARE NOT A DEPOSIT
OR OTHER
OBLIGATION OF THE
BANK OR ANY OF ITS
AFFILIATES
All decisions regarding the tax implications of your investment(s) should be made in consultation
with your independent tax advisor.
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Item 2: Material Changes to Our Part 2A-Appendix 1 of Form ADV Firm Brochure
There are no material changes made to the HSBC Securities Form ADV Part 2A-Appendix 1 (commonly referred
to as the “Brochure”) since the update of the Brochure in April 2026.
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Item 3: Table of Contents
Item 2: Material Changes to Our Part 2A-Appendix 1 of Form ADV Firm Brochure ................................... 2
Item 3: Table of Contents .............................................................................................................................. 3
Item 4: Services, Fees and Compensation ................................................................................................... 4
Item 5: Account Requirements and Types of Clients ................................................................................. 16
Item 6: Investment Strategy and Asset Allocation Evaluation ................................................................... 17
Item 7: Client Information Provided to Investment Managers ................................................................... 28
Item 8: Client Contact with Investment Managers ..................................................................................... 28
Item 9: Additional Information .................................................................................................................... 28
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Item 4: Services, Fees and Compensation
HSBC Securities has been in business as an investment adviser registered with the SEC since 2005. HSBC
Securities is also a broker-dealer, which was originally formed in December 1969 under a predecessor name.
HSBC Securities is a Delaware corporation headquartered in New York City. HSBC Securities is also a wholly-
owned subsidiary of HSBC Markets (USA) Inc. and an indirect wholly-owned subsidiary of HSBC Holdings plc
(“HSBC Group”).
HSBC Securities is the sponsor of an advisory account program referred to as the MPA which is a multi-
product, fee-based separately managed account program. MPA offers two investment account options: SMA
and UMA. The MPA Program is designed to assist clients, including individuals, trusts, estates or charitable
organizations; retirement accounts; and corporations, limited liability companies and/or other business entities
with their investment needs based on financial objectives, time horizon and risk tolerance.
Through the MPA Program, HSBC Securities will, for a fee, facilitate access to professional asset management
and other services through the use of third party and affiliated investment managers and model providers. As
selected by you, fees for your account’s use of these third party and affiliated investment managers and model
providers are assessed and applied separately and in addition to HSBC Securities’ MPA Program fee. Special
rules apply to certain types of retirement accounts, such as individual retirement accounts (“IRA”) and
Employee Retirement Income Security Act of 1974, as amended (“ERISA”) plan accounts.
HSBC Global Asset Management (USA) Inc. (“AMUS”), a U.S. registered investment adviser, acts as
investment manager and model provider under the MPA Program (depending on capacity, “Affiliated Manager”
or “Affiliated Model Manager”). Inclusion of an Affiliated Manager/Affiliated Model Provider in MPA creates a
conflict of interest because HSBC Securities and its affiliates receive additional compensation when we
recommend, and you select that your account assets be invested with the Affiliated Manager or pursuant to a
model provided by the Affiliated Model Manager.
The amount of this compensation may be more than what HSBC Securities and its affiliates would receive if we
recommended, and you select that your account assets be invested with a third-party investment manager or
pursuant to a model provided by a third-party investment manager. Therefore, HSBC Securities and its affiliates
have a financial incentive to recommend that your account assets be invested with an Affiliated
Manager/Affiliated Model Manager. Special rules apply to certain types of retirement accounts.
UMA will also provide, at the client’s election, tax optimization services at no additional cost to U.S. persons,
for U.S. taxes only.
HSBC Securities has entered into an agreement with AMUS to perform certain services, for compensation from
HSBC Securities, in the MPA Program. Additionally, HSBC Securities has entered into an agreement with HSBC
Bank (USA) N.A., to perform certain services, for compensation from HSBC Securities, in the MPA Program. In
both cases, these service arrangements are provided for the benefit of HBSC Securities in providing its services
under MPA, as discussed more fully below.
In this Brochure we use the following terms:
Model Manager (UMA Program only) – an investment manager who provides model portfolios
consisting of individual securities to HSBC Securities. Model Managers do not have discretion over a
client’s account.
SMA Manager (SMA Program only) – an investment manager who invests client accounts in individual
securities. SMA Managers have discretion over a client’s account.
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Overlay Manager (UMA Program only) – Overlay Manager implements a Model Manager’s
recommendations in client accounts. HSBC Securities currently acts as Overlay Manager and has
delegated certain of its activities to an affiliate and a third party. HSBC Securities can at its discretion
engage an unaffiliated Overlay Manager upon thirty (30) days written notice to the client.
Investment Strategy – refers to the client selected target asset allocation specified in the Proposal,
which will be implemented through mutual funds, ETFs, models and separately managed accounts.
Oversight
HSBC Securities, through the Managed Account Oversight Committee (“Committee”), oversees the operation
of MPA as well as the services provided by AMUS and any other material vendor. The Committee is chaired by
HSBC Securities and consists of members and invitees who are employees of HSBC Securities and AMUS.
Employees of AMUS have no authority to make decisions or otherwise influence approvals of the Committee.
Services
HSBC Securities offers the MPA Program to its clients, and aside from sponsorship, is responsible for client
contact, communications, suitability, account opening services (such as Know Your Client and Anti-Money
Laundering reviews), and relationship management. The Firm is also responsible for Account Type and
Investment Strategy recommendations, trading, trade servicing, account maintenance, client service, custody
of client assets and overall operational support for the Firm’s investment advisory products. For additional
information on custody, please see Item 9.
HSBC Securities also provides ongoing client services that include the following:
Periodic portfolio review and consultation with clients through our Investment Adviser Representatives
(“Representative”).
Handling subsequent transactions (additional investments and redemptions).
Responding to client inquiries about their accounts.
Requests for an annual in-person or telephonic/video call meeting with clients to discuss the account
and any changes to the client’s investment objectives or reasonable investment restrictions.
Periodic Account Rebalancing.
Pursuant to intercompany agreements, HSBC Bank USA, N.A. (“HBUS”) and AMUS provide the following
services to HSBC Securities: (i) advice as to proposed asset allocations, (ii) advice on Investment Strategies in
the MPA Program and (iii) various operational services. HSBC Securities compensates HBUS and AMUS for
these services. In addition, HBUS makes certain strategies available, including management services, in the
MPA Program under an intercompany agreement with HBUS.
HSBC Securities contracts with HSBC’s Global Investments and Manager Selection (GIMS) (referred to as
“GIMS”) and HSBC Alternative Investments Limited (HAIL), to conduct due diligence and to provide a basis for
HSBC Securities to review and approve third party provided/sponsored Investment Strategies that are aligned
with the asset allocations offered within the MPA Program. GIMS also reviews proprietary HSBC strategies and
models for HSBC Securities. HSBC Securities makes the final selection of Investment Strategies available under
the MPA Program.
HSBC Securities does not offer managed account or wrap fee programs other than HSBC Spectrum, Spectrum
II and Offshore Spectrum Account Programs (“Spectrum, Spectrum II and Offshore Spectrum”, HSBC Prism
Advisory (only available to HSBC Private Bank clients) and MPA Programs -its proprietary investment advisory
offerings. Accordingly, HSBC Securities offers a limited range of investment advisory solutions available to
meet certain client’s particular circumstances.
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All of HSBC Securities’ managed account programs make available access to the services of a Representative
who is available to discuss updates in the client’s financial situation and handle account updates and changes.
General and specific disclosures for all of HSBC Securities’ managed account program offerings are covered in
separate Form ADV Part 2A and Appendixes 1, applicable to each program.
The documents for Spectrum, Spectrum II and Offshore Spectrum can be found in the following website:
https://www.us.hsbc.com/investments/products/asset-allocation/.
The Spectrum program offers actively managed mutual funds and passively managed exchange-traded
funds (“ETFs”) (collectively “Funds”). Spectrum also has the option to offer actively managed ETFs and
passively managed index funds.
The Spectrum II program offers actively managed mutual funds. Spectrum II also has the option to offer
actively and passively managed ETFs and passively managed index funds.
The Offshore Spectrum Program is a discretionary offshore asset allocation program open to qualified
non-resident aliens who reside in certain foreign jurisdictions, as approved by the Firm and in
accordance with the local laws of those jurisdictions. The Offshore Spectrum Program offers Funds.
The Spectrum programs are described in a separate brochure.
As of May 2025, HSBC Securities is offering to clients of the HSBC Private Bank the HSBC Prism Advisory
Program. HSBC Private Bank is the marketing name for the private banking business. In the United States,
HSBC Private Bank offers banking products and services through HBUS. HSBC Bank provides banking
products and services. Investment, annuities, and variable life insurance products are offered by HSBC
Securities. HSBC Securities is an affiliate of HBUS. The HSBC Prism Advisory Program (“Prism Advisory”) offers
discretionary and advisory services, which provides HSBC Private Bank clients with asset allocation models
utilizing separately managed accounts, model managers and Funds for a fee. Details of the Prism Program are
described in a separate brochure. A link to these documents is below.
https://www.us.hsbc.com/content/dam/hsbc/us/en_us/investments/products/asset-allocation/hsbc-prism-
adv.pdf
Reinvestment/Distribution Models under MPA
Clients can choose to receive dividends, interest, distributions and other income paid on securities held in the
MPA account (collectively “Distributions”) directly or reinvest the Distributions in accordance with the selected
Investment Strategy used for their account. Clients should reach out to their Representative for more
information.
Clients that wish to reinvest Distributions in their account should choose portfolios that only allow reinvestment.
Model Managers that provide reinvestment-only model portfolios do not select securities with particular
dividend targets and payment of the income stream can be inconsistent month over month.
In the event you wish to have your Distributions reinvested, for ETFs and individual securities, any dividends
and interest will be invested into the account’s sweep money market funds until the next regularly scheduled
rebalance takes place. When applicable, the dividends and capital gains paid on mutual funds will be reinvested
according to the Investment Strategy selected. For standalone SMAs, dividends are reinvested unless the client
selects the income distribution version. Capital gains distributions are not paid out for SMAs.
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Clients should consider legal and/or tax implications when considering their options regarding Distributions and
consult with their attorney or tax advisor. Please note, the withdrawal and payment of Distributions to the client
can affect the performance of the account and will reduce account assets.
HSBC also offers certain Investment Strategies in the MPA Program that are available to qualified Non-Resident
Aliens who reside in approved jurisdictions.
Comparison of SMA Program to UMA Program
SMA Program
In the SMA Option, account assets are managed in a single Investment Strategy or “sleeve.” An SMA Manager,
which could be an HSBC Securities affiliate, will invest a client’s account in individual securities. The SMA
Manager has discretion over the client’s account. Investment Strategies under the SMA Options do not include
ETFs or mutual funds.
UMA Program
In the UMA Program, a client’s assets are managed pursuant to a targeted asset allocation using several
Investment Strategies, or sleeves. Each sleeve will be invested in mutual funds, ETFs, or individual securities
recommended by a Model Manager, which could be an HSBC Securities affiliate. Model Managers do not have
discretion over a client’s account. HSBC Securities, as the Overlay Manager in the UMA Program, has
discretion over a client’s account and implements the recommendations provided by the Model Managers.
Subject to the client approved asset allocation under the Proposal, the Overlay Manager is authorized to make
changes to the assets in client accounts and/or to reallocate assets at any time (including an allocation into a
new asset class), without consulting clients including, without limitation, to respond to general market or
macroeconomic circumstances, or to rebalance the account periodically to restore the target asset allocation
selected by the client. The Overlay Manager can reallocate assets to reflect changes such as the introduction of
new asset classes or new model portfolios, as well as the removal of asset classes or model portfolios.
Periodic rebalancing of accounts, as well as the allocation of subsequent investments and partial withdrawals,
is subject to minimum trade size requirements and minimum asset class thresholds. Any reallocation may
trigger tax consequences as well as redemption fees for certain mutual funds. In order to facilitate these
reallocations, HSBC Securities is authorized to institute a mandatory blackout period, during which trading in
the account can be limited or suspended.
UMA client accounts are periodically rebalanced to restore to their selected targeted asset allocation.
Rebalancing typically occurs on a quarterly basis, on a date determined by HSBC Securities and Pershing ® LLC
(“BNY Pershing” or “Pershing”) (see below for services provided by Pershing). The investments in an account’s
selected Investment Strategy, such as a mutual fund, ETF or model portfolio, are evaluated to determine how
far they have drifted from its targeted allocation. For all asset classes except cash, the relative drift threshold is
15% while the drift threshold is 25% for cash. If an Investment Strategy has drifted beyond the drift threshold,
the account will be rebalanced back towards its targeted asset allocation subject to minimum trading amounts.
As a service provider to HSBC Securities, AMUS oversees the asset allocation models available in MPA and
provides the subject matter expertise and administrative resources to support the MPA Program. AMUS
collaborates with various AMUS teams to develop Strategic Asset Allocations (“SAA”) subject to limits (e.g.,
asset classes and risk tolerance bands) and Tactical Asset Allocation (“TAA”) views based on both global and
local inputs. AMUS considers a number of factors when determining whether to recommend to HSBC
Securities a change in the TAA, including macroeconomic analyses, market trends, valuation of asset classes
and outlook for asset classes. This means that HSBC Securities, at its discretion, can periodically adopt
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HSBC Securities (USA) Inc. - Form ADV Part 2A-Appendix 1
changes to MPA’s asset allocation models based upon AMUS’s advice. The TAA serves as an indication of
asset class preferences by AMUS.
HSBC Securities chooses SMA Managers, Model Managers and Funds available in the MPA Program, using a
process involving quantitative and qualitative factors provided by GIMS and HAIL, as applicable, to determine
how well a particular Investment Strategy represents its intended asset class. An Investment Strategy can
include U.S. and foreign equity securities (including emerging market securities), and investment grade, lower
quality corporate and governmental fixed income securities. Funds also can invest in financial instruments such
as swaps and other derivatives to gain exposure to a particular group of securities, an index or an asset class
(such as commodities), or to hedge a position.
Environmental Social Governance (ESG) Funds
Effective on or about November 20, 2023, HSBC Securities will no longer offer ESG Funds in the UMA Program.
Clients who have ESG funds in their existing UMA portfolios can maintain existing positions and continue to
fund additional shares. However, clients will not be able purchase new ESG funds in their UMA account(s). ESG
funds are only available in the Spectrum II Program. General and specific disclosures for the Spectrum II
program offerings are covered in separate Form ADV Part 2A. Please see additional disclosures further in Item 6
and Item 9.
Client Profile
The Representative will assist clients in completing information requests designed to elicit personal, financial
and investment information concerning the client’s financial circumstances, risk preference and tolerance,
liquidity requirements, and investment objectives.
The client, in consultation with their Representative will use the U.S. Risk Profile Questionnaire and Scoring to
evaluate the level of risk and investment preference desired for the client’s MPA recommended asset allocation.
As a result of this consultative process, the Representative prepares a Proposal for the client’s MPA Program
account. The Proposal will contain a recommended asset allocation that takes into account the client’s
investment objectives, risk tolerance and the investment products available through MPA. For the UMA
Program the client can make adjustments within certain parameters to the asset allocation targets. For the
UMA Program, client assets will be invested in accordance with the selected asset allocation through multiple
Investment Strategies using a mix of Model Managers and Funds. For the SMA Program, client assets will be
invested in a single Investment Strategy as reflected in the Proposal represented by a single SMA Manager.
Clients can choose multiple SMA’s using multiple accounts. In either case, an Affiliated Manager or product
may be used.
The client’s Representative will consult with the client periodically, but not less than annually, by requesting an
in-person or telephonic/video call meeting (or will otherwise meet the regulatory requirements for an annual
meeting) to determine whether to update the client’s financial information and determine whether any changes
should be made to the client's Proposal, asset allocation, risk tolerance, or other factors that would affect the
management of the client’s account. Clients are also encouraged to contact their Representative promptly in
the event of any material changes to the information they have provided, or any other changes in their financial
circumstances or investment goals that would affect the management of their account.
Producing Managers
From time to time, client accounts may be assigned to a producing manager. Producing managers are
Representatives with supervisory duties who also service client accounts. This dual role may create conflicts of
interest where a producing manager is compensated in part based on the sales activity of the Representatives
they oversee. HSBC mitigates this by only assigning producing managers that do not supervise their own
recommendations or trades or that of the Representatives they supervise. A producing manager’s client activity
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is independently supervised and like all Representatives producing managers cannot influence, review, or
approve their own client activity.
Portfolio Management
UMA Program
HSBC Securities will, as part of the Proposal, recommend an asset allocation and a menu of recommended
Investment Strategies for each applicable asset class. The client can also indicate their own personal preference
for an asset allocation based on their unique financial circumstances and subject to certain guidelines for each
asset class. The client, in consultation with the Representative, will select one or more of the Investment
Strategies to fulfill each asset class.
HSBC Securities acts as Overlay Manager to provide portfolio implementation and coordination services for the
client’s account. HSBC Securities has delegated certain activities to an affiliate and a third party.
Client adjustments to recommended asset allocation, selected Investment Strategies, investment restrictions
and preferences can materially affect the composition and performance of investment portfolios. In addition,
each client’s account begins investing at different times in different market conditions, which can also have an
effect on the account’s investment return. The timing of the client’s contributions to or withdrawals from the
account also can affect account performance. For these reasons, the performance and investment returns of
MPA client accounts with the same or similar investment objectives will differ.
The optional tax optimization service in the UMA Program uses a client’s portfolio information to evaluate the
tax implications of portfolio trades prior to execution. Within an MPA UMA client’s account portfolio, where
possible, gains and losses across multiple investment styles will be selected to minimize the overall tax impact.
The tax impact of portfolio rebalancing will also be evaluated. Specific information as to client's tax status and
other financial information (including holdings in non-MPA accounts) will not be considered in this service.
There can be no assurances that the service will result in the optimal tax consequences for clients. In addition,
the tax optimization service can have a negative impact on the investment performance of a UMA account and
any such negative impact may not be fully offset by tax benefits, if any. The tax optimization services should not
be considered tax advice. Potential clients should consult with their independent tax advisors to assess the tax
implications of the optimization service. The service is offered to U.S. persons, for U.S. taxes only.
Periodic rebalancing and liquidations may cause certain securities in an account to be restricted from purchases
for a period of (30) days due to wash sale rules. HSBC Securities will not invest contributions that are deposited
into accounts with wash sale restricted securities until the (30) day wash sale restriction has expired. As a
result, an account may have a higher than normal cash position for a period of time, which will generally be
held in an HSBC affiliate money market fund or other product. This situation may adversely affect account
performance.
SMA Program
Under the SMA Program, the client account is managed, on a discretionary basis, by the selected SMA
Manager. For more information about a particular SMA Manager’s portfolio management, see the SMA
Manager’s Form ADV brochure.
Client adjustments to selected Investment Strategy, investment restrictions and preferences can materially
affect the composition and performance of investment portfolios. In addition, each client’s account begins
investing at different times in different market conditions, which can also have an effect on the account’s
investment return. The timing of the client’s contributions to or withdrawals from the account also can affect
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account performance. For these reasons, the performance and investment returns of MPA client accounts with
the same or similar investment objectives will differ.
Services Provided by Pershing ® LLC (BNY Pershing)
In support of the MPA Program, BNY Pershing provides HSBC Securities with a technology solution for
providing client proposals, submitting and tracking service orders and maintenance requests, and creating
performance and other reports. BNY Pershing also provides operational services, including new client account
set up; maintenance; order processing; billing (including implementation of fee schedules, inception billing,
quarterly billing and contribution and withdrawal billing); mailed and/or electronic performance reporting,
quarterly reports and daily on-demand summaries. BNY Pershing’s affiliate, Pershing Advisor Solutions (“PAS”),
formerly, Lockwood Advisors, Inc. enters into agreements with the SMA Managers in the MPA Program. It
should be noted that BNY Pershing adds on an additional administrative fee for making available certain SMA
managers within their platform. Any fees paid to Pershing are included in the manager fees paid by clients.
BNY Pershing effects the purchase and/or sale of securities in a Client UMA sleeve after the Overlay Manager
updates a model. BNY Pershing also invests new sleeves or rebalances existing sleeves in accordance with the
selected Investment Strategy as provided for in the Proposal.
Proxy Voting
HSBC Securities is authorized to vote proxies for the securities held in MPA Program accounts.
For the single Investment Strategy SMA Program accounts, HSBC Securities has delegated this
authority to the MPA SMA Managers.
For the multi-Investment Strategy UMA Program accounts, a third-party voting service, Institutional
Shareholder Services (“ISS”), acts as an independent voting agent on behalf of HSBC Securities. ISS
provides proxy analysis and voting recommendations, manages the operational process, and votes
proxies based on HSBC’s Proxy Voting Guidelines. AMUS as part of the services provided to the MPA
Program oversees the voting of proxies for UMA Program accounts. A copy of AMUS's Proxy Voting
Policy and information about how proxies were voted is available upon client request.
A client can vote proxies for their account by notifying HSBC Securities in writing. HSBC Securities is not liable
or responsible for the timely delivery of proxies.
Custody and Reporting
HSBC Securities or another financial intermediary serves as custodian for accounts. Currently, HSBC Securities
has entered into an agreement with BNY Pershing to act as the custodian for the MPA Program. BNY Pershing
is located at One Pershing Plaza, Jersey City, New Jersey 07399. BNY Pershing will generally furnish monthly,
but no less frequently than quarterly, account statements summarizing account activity during the period.
Clients can suppress receipt of separate trade confirmations for an account by completing a confirmation
suppression request. Information from the confirmations will be reported at least quarterly to the client, in lieu
of separate trade confirmations.
BNY Pershing facilitates the production and mailing of quarterly performance statements to clients in the MPA
Program. The performance statements are intended to inform clients as to how their accounts within the MPA
Program have performed during the period and are not intended to replace the statements of the custodian.
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HSBC Securities from time to time comes into possession of the client assets. As such, on an annual basis,
HSBC Securities must ensure that the requirements of the Custody Rule are met (e.g., the performance of a
surprise examination by an independent public accountant).
Reasonable Restrictions
A client can request reasonable restrictions on the investments in the account. For example, a client may
request that the SMA Manager or Overlay Manager not buy a particular stock or stocks from a particular
industry. If a restriction request is so overly broad as to make it not possible to manage the account according
to the Investment Strategy, HSBC Securities will work with the client’s Representative to determine a potential
alternative. Reasonable restrictions are subject to approval by the SMA Manager or Overlay Manager, as
applicable. The implementation of a restriction on a security otherwise included in a MPA UMA Program model
will result in a prorated increase of the other non-restricted securities in that model, which could adversely
affect the account performance.
Discretionary Authority: SMA
HSBC Securities’ discretionary authority is limited to evaluating and monitoring the SMA Managers responsible
for managing the assets in a client’s account. Neither HSBC Securities nor AMUS has responsibility or liability
for the individual investment decisions of any SMA Manager or rebalancing by any SMA Manager. However,
some strategies available in the SMA program are managed by the Affiliated SMA Manager, HBUS.
The client will designate an SMA Manager, which can include an affiliate of HSBC Securities, who will have
investment discretion over the account. The SMA Manager will determine the securities to be purchased, held
or sold for an account and the weightings thereof, subject to any reasonable investment restrictions or
limitations imposed by client, properly communicated in writing to HSBC Securities and accepted by the SMA
Manager.
Discretionary Authority: UMA
HSBC Securities acts as Overlay Manager to provide portfolio implementation and coordination services for the
UMA Program account. HSBC Securities has delegated certain activities to an affiliate and a third party. In
addition, HSBC Securities can at its discretion, engage an unaffiliated Overlay Manager upon thirty (30) days
written notice to the client.
In the UMA Program, HSBC Securities’ discretionary authority is limited to implementing and rebalancing the
account to the client’s selected asset allocation, as provided for in the Proposal and updated from time to time;
evaluating, selecting and monitoring the investment strategies made available under MPA, and coordinating
investment restrictions, as applicable; and, if selected, performing tax optimization in each UMA account. HSBC
Securities has no responsibility or liability for the individual recommendations of any Model Manager or the
investment manager of any Fund. However, some models available in the UMA Program are maintained under
an intercompany agreement with HBUS wherein HBUS serves as the Affiliated Model Manager.
Best Execution and Brokerage Services
Each SMA Manager has the discretion to select broker-dealers to execute trades and is responsible for
selecting broker-dealers in a manner consistent with its obligation to seek best execution. Clients are
encouraged to review the SMA Manager’s Form ADV brochure regarding its brokerage practices. SMA
Managers will generate trade recommendations and orders through a variety of methods and transmit those
orders to HSBC Securities’ designated trading entity at BNY Pershing.
SMA Managers will seek to execute securities purchases and sales with or through BNY Pershing and can also
execute fixed income trades with or through BNY Pershing but rarely do. Clients authorize and direct all
transactions in their account, except as provided below, to be affected by or through BNY Pershing. See the
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Trading Away section below for additional information. HSBC Securities generally provides securities execution
and related brokerage services using BNY Pershing’s clearing and execution facilities.
If the SMA Manager believes using another broker-dealer is consistent with its obligation to seek best execution
on a particular transaction, the SMA Manager can use a broker-dealer other than BNY Pershing. Please refer to
an SMA Manager’s Form ADV brochure for information about its selection of broker-dealers. When the SMA
Manager directs transactions for execution with or through broker-dealers other than BNY Pershing,
the client will incur additional transaction costs not included in the MPA investment advisory fee.
These transaction costs will not be shown on the brokerage statements or trade confirmations and
are embedded in the price of the security.
Clients sometimes pay exchange or similar fees to third parties, including but not limited to fees to
convert foreign shares to American Depository Receipts as well as foreign taxes. All of these
charges are in addition to the MPA Program, SMA Manager and Model Manager fees. See the Fees
and Other charges section.
Trading Away for SMA Managers
Clients should be aware that some SMA Managers, particularly those specializing in fixed income, have placed
all or substantially all of their client trades with another broker-dealer for execution, also known as “trading
away”. Some SMA Managers also trade away in foreign ADRs or U.S. equity securities; however, the level of
this trading away varies by manager.
SMA Managers trade away for various reasons, including because it can be more efficient to place a single
trade for all clients rather than a series of trades for their clients in different wrap programs. Please refer to a
SMA Manager’s Firm Brochure for information about its selection of broker-dealers.
If the SMA Manager executes trade orders with another broker-dealer, you likely will incur trading costs in
addition to the MPA asset based fees. The trading costs can include commissions, markups, mark downs or
“spreads” paid to market makers. They will be embedded in the price of the security and not shown on a
confirmation or statement. See the Fees and Other charges section below for details.
Special Disclosures for Fixed Income Manager Neuberger Berman
Neuberger Berman Tax-Exempt Intermediate Maturity Fixed Income Strategy (Neuberger Berman)
The Neuberger Berman SMA Manager, buys and sells municipal securities for clients on various electronic
trading platforms; these platforms typically charge between $0.10 to $10 per bond. The higher fee rate will be
usually charged when very small lot sizes are being traded. These transaction costs will not be shown on the
brokerage statements or trade confirmations and are embedded in the price of the security.
Principal, Agency and Cross Transactions
SMA Manager places trades in the MPA Program, and BNY Pershing places trades in the UMA Program.
Please refer to the SMA Manager’s Form ADV brochure for its trading practices.
HSBC Securities acts as an introducing broker for the MPA Program (and other clients and programs), using the
clearing and execution facilities of our third-party clearing agent, BNY Pershing, for all securities transactions
executed within a client’s account, subject in all cases to best execution obligations and applicable law.
It is HSBC Securities’ policy that it will not affect principal or cross trade transactions in the MPA Program. In a
principal transaction, an adviser, acting as principal for its own account or the account of an affiliated broker-
dealer, buys from or sells any security to any advisory client. In an agency cross transaction, a person acts as
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an investment adviser in relation to a transaction in which the investment adviser, or any person controlled by
or under common control with the investment adviser acts as broker for both the advisory client and for another
person on the other side of the transaction.
In some cases, when a client is funding their account, they may own an HSBC issued Structured Certificate of
Deposit or Note (collectively “Structured Products”). When selling or making an early redemption of Structured
Products, HSBC Securities will engage in a principal or cross trade to unwind the constituent parts of the
Structured Products. HSBC Securities as a broker-dealer at times will receive incidental compensation for
liquidating Structured Products, however, the International Wealth and Premier Banking division of HSBC
Securities does not receive any compensation on the early redemption of Structured Products. HSBC Securities
as an investment adviser does not receive any compensation when a client sells a Structured Product to fund
its managed account.
Termination
The MPA client agreement can be terminated by either party by written notice to the other party. The notice
period is found in the MPA account agreement. Account termination will not affect: (i) the validity of any action
taken previously by HSBC Securities under the client agreement; (ii) liabilities or obligations of the parties from
transactions initiated before termination; or (iii) the client’s obligation to pay advisory fees pro-rated through the
date of termination. Please see the MPA Client Agreement for full details.
Fees and Other Charges
The client authorizes the Custodian (as defined below) to deduct HSBC Securities’ and AMUS’s or HBUS’s fees
directly from the client’s account.
HSBC Securities’ fee covers advisory, administrative, custodial and brokerage services, under the Program
except that fees do not include:
brokerage transaction fees or commissions associated with Trading Away;
dealer markups or markdowns that are embedded in the price of certain securities, executed on a “net”
basis, (e.g. fixed income securities);
any fees imposed by regulatory or governmental authorities (including those imposed by the Securities
and Exchange Commission);
wire transfer and other miscellaneous fees incurred in the underlying HSBC Securities brokerage
account (See HSBC Securities brokerage fee schedule, available from HSBC Securities or your
representative);
costs associated with special requests by a client; or
any management, administrative, distribution or other operating fees or expenses of a mutual fund
(including a money market fund) or ETF held in the account. These separate operating fees and
expenses are disclosed in the fund’s or ETF’s prospectus.
SMA Manager or Model Manager fees, which may be an HSBC Securities affiliate.
The Funds made available through the MPA Program include both mutual funds and ETFs advised by non-
HSBC investment companies (third party funds) and funds advised by AMUS or its affiliates who provide
investment advisory services (proprietary funds). The only money market funds available in the MPA Programs
are money market mutual funds that are advised by an HSBC affiliate.
HSBC Securities pays a portion of the MPA Program fees to the Program’s service providers, including its
affiliates. In addition to Program fees, clients pay their share of a mutual fund’s, ETF’s and other investment
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fund’s fees and expenses, which include 12b-1 (distribution) fees, management fees, administrative fees,
operating costs, and all other asset-based costs.
In connection with investments in an HSBC affiliated Fund by a retirement account-an IRA or an
employee benefit plan subject to the ERISA, HSBC Securities will offset any additional
compensation it (or an affiliate) receives in connection with such investments by crediting against
the account fee an amount that is equal to such additional fees and compensation HSBC Securities
(and its affiliates) receive for the applicable billing period with respect to such investment.
For information regarding the structure, fees, and risks associated with investing in Funds, see applicable SEC’s
Investor Bulletins under Investor Alerts and Bulletins on https://www.investor.gov/.
In the MPA Program, HSBC Securities does not credit its Representatives with any 12b-1 fees HSBC Securities
receives. However, when HSBC receives 12b-1 fees, the Firm’s policy is to credit the client’s account in an
amount equal to the amount of the client’s share of any Rule 12b-1 fees the Firm received.
Representatives’ compensation may create certain conflicts of interest between you, HSBC Securities and your
Representative. Please see Item 9B “Material Relationships or Arrangements with Related Persons” and “Other
Compensation” sections for additional information.
The maximum annual MPA Program Fee for fixed income is 1.00 %. The maximum annual MPA Program Fee
for equity is 1.50%.
The fees payable for any calendar quarter are charged in arrears, based on the average daily account asset
value during the prior calendar quarter.
The Program Fees do not include the Separately Managed Account (SMA/UMA) manager (i.e., portfolio
manager or model manager, which include HSBC Securities affiliates) fees and are separately billed and applied
to program accounts (below). These fees are assessed separately (and based on how account assets are
actually allocated).
The following fee separate SMA/UMA manager fee ranges apply and are subject to change:
SMA Manager Fee Ranges:
The SMA Manager Fee will vary based on the asset class and manager selected by the client as part of the
Proposal, subject to market movements, contributions, withdrawals and periodic rebalancing between
investment strategies. The fees payable for any calendar quarter are charged in arrears, based on the average
daily account asset value during the prior calendar quarter and the annual fee rate(s) set forth as follows.
Fixed Income Only Strategies: 0.10% -0.29%
Equity Strategies: 0.24% -0.50% *Model manager fees are generally lower than separately managed
account fees.
UMA Model Manager Fee Ranges:
The Model Manager Fee will vary based on the assets class and model manager selected by the client
as part of the Proposal, subject to market movements, contributions, withdrawals and periodic
rebalancing between investment strategies.
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Equity Strategies: 0.30% -0.40% *Model manager fees are generally lower than separately managed
account fees.
A schedule of the individual manager fees is available for reference. Actual SMA/Model Manager fee(s) applied
will depend on the specific manager(s)/Investment Strategies utilized for your account. See your account
statement(s) for more information about manager allocations. Please reach out to your IAR for additional
information.
HSBC Securities in its sole discretion can discount the MPA Program Fee. Discounted fees are subject to
review and adjustment. This review can occur at any time after account opening. SMA Manager Fees and
Model Manager fees will not be subject to any negotiated discount.
HSBC Securities, in its sole discretion, can discount the MPA Program Fee for any client or group of clients at
the Firm’s discretion based on a number of factors. Any discounts are subject to review and adjustment. SMA
Manager Fees and Model Manager Fees are not subject to discounts. HSBC Securities believes its fees are
reasonable in relation to the scope of services provided, but such fees are not always the lowest available.
HSBC Securities and its affiliates encourage our employees to invest in the services we offer to clients,
including the use of brokerage and investment management services. Eligible U.S. Employees (and eligible
household members) may receive discounts on managed account program fees charged by the firm and on our
brokerage fees, up to a full waiver where applicable. Employees (and eligible household members) are still
responsible for any external and third-party charges, which apply at standard rates.
For ERISA plans, IRAs and other tax-qualified savings accounts, Affiliated Model Manager Fees and Affiliated
SMA Manager Fees, where such managers are available, will either be waived or credited. HSBC Securities
reserves the right to restrict the availability of Affiliated Model Manager models for any reason. HSBC
Securities has a conflict of interest in offering these models to these accounts for no additional compensation.
Restricting these models may affect the recommended Investment Strategy the client receives and affect
account performance.
Please reach out to your IAR for additional information.
For purposes of determining the Fee Rate, you may request we consider the Account assets held by you and/or
others in your designated relationship as determined by us at our discretion.
Comparison Cost of Service
The MPA Program can cost clients more or less than purchasing such services separately (or investing in such
Investment Strategies and Funds directly, where available) depending on the frequency of trading in the client’s
account, commissions charged at other broker-dealers or investment firms for similar products, advisory fees
charged by other investment firms, and other factors.
Please consult the advisory agreement, schedule of fees, and fund prospectuses for other terms, conditions,
representations and disclosures relating to the MPA program. HSBC Securities encourages clients to review
each recommended SMA Manager’s Firm Brochure for their respective conflicts of interest, trading, privacy
policies, codes of ethics, etc.
Account Funding
If a prospective client intends to fund an MPA account with assets from the redemption of securities, mutual
funds, the surrender of an insurance product, early withdrawal from a certificate of deposit, or the sale of any
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other financial instruments, the client should consider the cost of any possible sales charges, fees or
commissions previously paid or to be paid upon such redemption or sale, or any penalties that the client will
incur in order to surrender or withdraw from, certain instruments. It can be costly or inappropriate to fund an
MPA account in this manner. The client understands that the client may incur a capital gain, loss or a tax
liability on any sale, which may reduce client’s invested capital.
An ACH (automated clearing house) transaction is a bank transfer that occurs between banks at your direction
and authorization. Please note there can be limits to the amount of money that you can transfer in from your
account. As these limits are subject to change, please contact your Representative for additional information.
Affiliated Managers and Model Providers
HSBC Securities may invest your account assets, as selected by you and reflected in the Proposal, in managed
account strategies that are managed by an affiliated investment manager, such as HBUS. By participating in
the MPA Program, you acknowledge and agree that your account may be invested in strategies managed by an
Affiliated Manager and that you will pay the applicable manager fee to the Affiliated Manager, in addition to any
program fees. You further acknowledge that this arrangement creates a conflict of interest and financial
incentive because HSBC Securities and its affiliates receive additional compensation when your assets are
invested with an Affiliated Manager. The aggregate amount of this compensation may be more than what
HSBC Securities and its affiliates would receive when your assets are invested with a third-party investment
manager or pursuant to a model provided by a third-party investment manager. HSBC Securities seeks to
address this conflict through disclosure.
Third Party SMA Managers and Model Providers Independence
All SMA Managers and Model Managers participating in the MPA managed account programs, other than
Affiliated Managers and Model Providers as disclosed above, are independent of HSBC Securities. HSBC
Securities does not control or direct the investment decisions of these independent managers including if such
managers invest in funds managed or advised by an HSBC Securities affiliate.
Item 5: Account Requirements and Types of Clients
HSBC Securities has established a minimum account size of $250,000 for MPA accounts and can waive this
minimum account size at its discretion. Each SMA Manager also has a minimum account size for both SMA
and UMA accounts. Smaller Program accounts can have different performance than larger accounts. If the
account is small (less than $250,000) it may not be able to be invested in all securities and could have higher
cash which will lead to a different performance experience.
A client’s account can include a mutual fund that has higher fees and expenses than a similar Model Manager
or SMA Manager. HSBC Securities will not necessarily exchange a mutual fund for a similar Model Manager or
SMA Manager with a higher investment minimum if a client’s assets increase to above the investment
minimum. Clients should discuss all investment options with their HSBC Securities Representative.
HSBC Securities will terminate accounts that fall below these minimums in HSBC Securities’ sole discretion.
Some SMAs and UMA models within the MPA programs can be offered to eligible non-resident aliens who
reside in certain foreign jurisdictions, as approved by the Firm and in accordance with the local laws of those
jurisdictions.
It should be noted that if a client moves to another jurisdiction that is not approved for investments it may
cause the account to be terminated. If the account is terminated it will be removed from management and the
client will only be able to place sell orders.
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In addition, if a client moves to a jurisdiction that is not approved by a specific fund company, HSBC Securities
will be required to redeem that holding(s) and in the case of certain fund companies, HSBC Securities may
cause your account to be terminated with all account holdings required to be redeemed.
Clients should consider legal and/or tax implications when considering their options. Clients should consult with
their attorney or tax advisor.
Item 6: Investment Strategy and Asset Allocation Evaluation
HSBC Securities has entered into agreements with AMUS, GIMS and HAIL to provide certain services for the
Programs. The methods of analysis and investment strategies AMUS, GIMS and HAIL use in the MPA
Programs are outlined below.
GIMS Strategy Evaluation
HSBC Securities makes decisions regarding investment strategies leveraging the funds researched by GIMS.
GIMS researches and approves third party investment strategies (mutual funds, ETFs and separately managed
accounts). GIMS conducts due diligence based upon both quantitative (e.g., investment performance returns,
peer rankings, tracking error, expense ratio, etc.) and qualitative (e.g., firm, people, investment strategy and
process, portfolio construction, etc.) factors to approve the investment strategies available through the MPA
Program. As part of the qualitative review, GIMS will review performance attribution, analyze portfolio holdings
and assess liquidity and capital erosion. Risk metrics and periodic performance comparisons against
representative benchmarks and peers are used as part of the quantitative process. GIMS also conducts ongoing
monitoring of the investment strategies using similar criteria as the initial review process.
GIMS also reviews proprietary strategies using a similar approach focused primarily on the investment team,
the strategy and its historical track record. The due diligence process employed by GIMS for this assessment of
proprietary strategies is distinct and different from the approach GIMS typically applies to third party mutual
funds and strategies. Several aspects typically covered in third party reviews are not included in the proprietary
due diligence - and GIMS’ conclusions around some of these areas may, at times, come from internal HSBC
certifications from various business and oversight functions including (where necessary & appropriate)
confirmations from investments, risk, and regulatory functions.
Some of the proprietary funds are managed by AMUS or its affiliates. AMUS receives investment advisory fees
from the proprietary Funds used in the Programs. Additionally, HSBC Securities has entered into an agreement
with HSBC Bank (USA) N.A. to perform certain services, for compensation from HSBC Securities, in the MPA
Program. HSBC Securities makes the final selection of investment strategies to be used.
Based upon its findings during the ongoing monitoring, GIMS may change the status of an investment strategy
to “Hold.” If the factors that led to a Hold status remain unresolved, GIMS will change the status of the
investment strategy to “Not Approved/Not Recommended.” A Fund’s status may change directly to “Not
Approved/Not Recommended” in case the concerns are material requiring immediate action. In certain cases,
where there is a significant change affecting the investment strategy, HSBC Securities can recommend the
immediate removal without a hold period. MPA clients are notified via their client statement or mailing provided
with information on the selected replacement Investment Strategy.
Depending on the circumstances, HSBC Securities reserves the right to freeze the client’s portfolio until the
replacement investment strategy is established within the MPA program. The transition process from one
investment strategy to another may result in transactions that will generate realized gains or losses. To the
extent the SMA Manager of a replacement strategy accepts responsibility for the management of specific
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security positions from the strategy being replaced, the transfer of positions to the new strategy will not incur a
transaction cost.
Alternative Funds used within the MPA Programs
Similar to GIMS, HAIL researches and approves alternative Funds using a variety of qualitative and quantitative
criteria. HAIL conducts due diligence based upon both quantitative (e.g., investment performance returns, peer
rankings, etc.) and qualitative (e.g., firm, people, investment strategy and process, portfolio construction, etc.)
factors to approve the investment strategies available through the MPA program. Performance comparisons
against representative benchmarks and peers are used as part of the quantitative process. HAIL also conducts
ongoing monitoring of the Funds using similar criteria as the initial review process and may place a fund on
Hold or move a fund to Not Approved similar to the GIMS process described above. HSBC Securities will take
the appropriate action after evaluating HAIL’s assessments.
Certain funds available within the MPA UMA Program that are not labeled as sustainable investment funds may
include sustainability considerations in their investment processes, but any such funds (are not included for
their sustainability considerations but instead for other qualities of their investment focus or strategies. The
UMA advisory program allows clients the option to customize their fund selections using the fund menu.
Please also refer to the SMA Manager’s Firm Brochure in addition to the prospectuses for funds offered in the
programs for descriptions of investment strategy risks.
Asset Allocation Evaluation
AMUS oversees the asset allocation used in the MPA program and provides administrative resources to
support the program. In providing this service, AMUS collaborates with AMUS to develop the asset allocation
models, considering both its long-term and its short-term tactical views. Over the long-term, SAA take into
account expected long-term asset class returns, volatility and correlations in determining recommended
allocations, subject to restrictions such as appropriate asset classes and risk tolerance bands. As such, SAAs
reflect our long-term expectations for capital markets balancing expected returns with a reasonable level of
volatility for the models in the Program. Ranges / guidelines are provided for each asset class to allow for client
flexibility. SAAs and asset class ranges are reviewed periodically. In the short-term, capital markets will often
deviate from our expectations and present the opportunity to adjust our recommended allocations. In
periodically reviewing the models, AMUS will make refinements to the asset allocation models using TAA
which adjusts allocations considering short-term trends and relative valuations in capital markets. As such, TAA
seeks to take advantage of relative valuation opportunities that arise in the short-term and are expected to
enhance portfolio performance over the long-term. In making recommendations to HSBC Securities, AMUS will
source the information and tools used in its analysis from both global and local teams balancing our long-term
strategic expectations with short-term tactical opportunities. This means that HSBC Securities, at its discretion,
can periodically adopt changes to MPA’s asset allocation models based on advice provided by AMUS. The
client can also change an asset allocation based on their unique financial circumstances and subject to certain
guidelines for each asset class.
Review process for Environment, Social Governance (ESG) Funds:
GIMS conducts due diligence on ESG/sustainable funds to assess their ESG characteristics, evaluating
their ESG intentionality and ensuring this is reflected in their resultant portfolio.
On a fund-specific level, GIMS applies HSBC Group’s Sustainable Investment (SI) definitions to
determine if a fund is an ESG fund. In addition to the alignment to SI definitions, GIMS undertakes a
qualitative evaluation of ESG considerations, with a deep dive into the sustainable investment
philosophy, style, proprietary ESG frameworks and voting policy; and an-evidence-based assessment
that ensures the approach consistently reflects in the portfolio holdings.
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The ESG assessment is documented, discussed and approved through various committees. The
committees will review new ESG fund additions as well as fund downgrades / upgrades and will take
note of completed fund reviews where the status remains unchanged.
Each fund manager may use different metrics such as ESG rating and carbon intensity to measure the
environmental or social impact of their strategies. The criteria used can be highly subjective and may vary
significantly across and within sectors. HSBC Securities through Global Investments and Manager Selection
(GIMS) (“GIMS”) undertakes its own due diligence when selecting managers for ESG consideration. While
GIMS conducts its own due diligence, GIMS is still reliant on the underlying proprietary ESG measurement
criteria used by fund managers and does not conduct its own due diligence into a manager’s proprietary ESG
measurement scoring or criteria. There is no guarantee that the nature of the ESG characteristics of an
investment will be aligned with any particular investor’s ESG objectives or that the stated level or target level of
ESG goals will be achieved.
Share Class Evaluation
In the UMA Program where mutual funds can be held, some mutual fund share classes charge distribution fees
(12b-1 fees), shareholder servicing fees, and/or sub-transfer agency fees. Some mutual fund sponsors or
distributors also pay a portion of their fees to offer their shares in other UMA programs, a practice called
“revenue sharing.” HSBC Securities credits 12b-1 fees received back to client’s account and does not accept
revenue sharing payments from any of the mutual funds in the UMA Program.
While we seek to provide you with the lowest cost share class of a Fund, whether we offer the lowest cost
share class to clients depends on several factors. First, a fund may not make its lowest cost share class
available in the Programs. Second, some institutional share classes are not available to retail investors, in or
outside of the Programs. Third, if BNY Pershing charges us a fee to trade lowest-cost share classes for your
account, we will not use that share class for your account. When we offer a higher-cost share class because
BNY Pershing charges us a fee to trade the lowest-cost class, we have a conflict of interest, because we are
avoiding paying a fee while causing your account to pay higher Fund fees and expenses. When we offer a
share class in the Programs that is not the lowest cost class, you will pay higher Fund fees and expenses, which
will reduce your returns and lower the performance of your account. Some lower cost share classes are
available outside the Programs, but you will not receive the Programs’ services and benefits. There will be no
cost to you if HSBC Securities initiates a share class conversion; however, you may have tax consequences.
Any share class conversions will be reflected on your account statements.
Risks
Investing in securities involves risk of loss that clients should be prepared to bear. While the stock market may
increase in value and your account(s) could enjoy a gain, it is also possible that the stock market may decrease
in value and your account(s) could suffer a loss. It is important that you understand the risks associated with
investing in the stock market, are appropriately diversified in your investments, and ask us any questions you
may have.
Investments in a client’s MPA account and shares of funds, including money market funds, are: not a deposit
or other obligation of HSBC Bank or any of its affiliates; not FDIC insured or insured by any federal
government agency of the United States; not guaranteed by HSBC Bank or any of its affiliates; and
are subject to investment risk, including possible loss of the principal amount invested.
Set forth below are certain material risk factors that are often associated with the investment strategies and
types of investments relevant to most of HSBC Securities’ clients. The information included in this brochure
does not include every potential risk associated with each investment strategy or applicable to a particular client
account. Not all risks are applicable to all products. Clients are urged to ask questions regarding risk factors
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applicable to a particular strategy or investment product, read all product-specific risk disclosures and
determine whether a particular investment strategy or type of security is suitable for their account in light of
their circumstances, investment objectives and financial situation.
Allocation Risk: The risk that target asset and sector allocations and changes in target asset and sector
allocations cause the portfolio to underperform other similar funds or cause you to lose money, and that the
portfolio may not achieve its target asset and sector allocations.
Asset-Backed Security Risk: Asset-backed securities are debt instruments that are secured by interests
in pools of financial assets, such as credit card or automobile receivables. The value of these securities will be
influenced by the factors affecting the assets underlying such securities, changes in interest rates, changes in
default rates of borrowers and private insurers or deteriorating economic conditions. During periods of declining
asset values, asset-backed securities may be difficult to value or become more volatile and/or illiquid. Asset-
backed securities may not have the benefit of a security interest in collateral comparable to that of mortgage
assets, resulting in additional credit risk.
Banking Risk: Investments in securities issued by U.S. and foreign banks can be sensitive to changes in
government regulation and interest rates and to economic downturns in the United States and abroad, and
susceptible to risks associated with the financial services sector.
Concentration Risk: When a model or client account invests in a concentrated number of asset classes
or sectors, a decline in the value of these asset classes or sectors may cause your overall account value to
decline to a greater degree than that of a less concentrated model. Models that invest a large percentage of
assets in only one asset class or sector (or in only a few) are more vulnerable to price fluctuation than models
that diversify among a broad range of asset classes or sectors. Some mutual funds and ETFs focus investments
on a small number of stocks, bonds, industries, foreign currencies or particular countries which increases risk.
These funds are more susceptible to risks associated with a single economic, political or regulatory occurrence
than a more diversified fund might be.
Convertible Bond Risk. Convertible bonds are subject to the risks of equity securities when the
underlying stock price is high relative to the conversion price (because more of the security’s value resides in
the conversion feature) and debt instruments when the underlying stock price is low relative to the conversion
price (because the conversion feature is less valuable). A convertible bond is not as sensitive to interest rate
changes as a similar non-convertible debt instrument and generally has less potential for gain or loss than the
underlying equity security.
Counterparty Risk: The risk that the other party to an investment contract, such as a derivative (e.g.,
ISDA Master Agreement) or a repurchase or reverse repurchase agreement, will not fulfill its contractual
obligations or will not be capable of fulfilling its contractual obligations due to circumstances such as
bankruptcy or an event of default. Such risks include the other party's inability to return or default on its
obligations to return collateral or other assets as well as failure to post or inability to post margin as required
applicable credit support agreement.
Commodity Related Investments Risk: The risks of investing in commodities, including investments in
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companies in commodity-related industries may subject a portfolio to greater volatility than investments in
traditional securities. The potential for losses may result from changes in overall market movements or demand
for the commodity, domestic and foreign political and economic events, adverse weather, discoveries of
additional reserves of the commodity, embargoes and changes in interest rates or expectations regarding
changes in interest rates.
Currency Risk: Fluctuations in exchange rates between the U.S. dollar and foreign currencies, or
between various foreign currencies, may negatively affect a portfolio’s investment performance.
Custody Risk: The Funds invest in securities markets that are less developed than those in the U.S.,
which may expose a portfolio to risks in the process of clearing and settling trades and the holding of securities
by foreign banks, agents and depositories. The laws of certain countries may place limitations on the ability to
recover assets if a foreign bank, agent or depository enters bankruptcy. In addition, low trading volumes and
volatile prices in less developed markets may make trades more difficult to complete and settle, and
governments or trade groups may compel local agents to hold securities with designated foreign banks, agents
and depositories that may be subject to little or no regulatory oversight or independent evaluation. Local agents
are held only to the standards of care of their local markets.
Cyber Security Risk: With the increased use of technology such as the Internet to conduct business,
HSBC Securities, as with all businesses and digital platforms that store, process, transmit or transact
information via networked technology, is susceptible to a breach of confidentiality, loss of data integrity or
disruption in availability of its networked systems.
Cyber vulnerability continues to be leveraged by criminals to perpetrate crimes at an increasing rate, often
exceeding traditional offenses, and poses a significant threat to economic, social and geopolitical stability for
private firms and countries. HSBC Securities faces sophisticated cyber threats from state-sponsored attackers,
hackers for hire, organized cyber syndicates, and other threat actors seeking our critical corporate and
customer information.
Cyber incidents can result from deliberate internal or external attacks. Cyber-attacks can include, but are not
limited to, gaining unauthorized access to computer systems (e.g., through “hacking” or malicious software
(aka Malware) denial-of-service attacks on websites (i.e., efforts to make network services unavailable to
intended users). Unintentional cyber incidents can occur, such as the inadvertent release of confidential
information that could result in the violation of applicable privacy laws.
A failure in or a breach of our operational or security systems or infrastructure, or those of our third-party
vendors and other service providers, including as a result of cyber-attacks, could disrupt our businesses, result
in the disclosure or misuse of confidential or proprietary information, and may adversely impact our businesses.
Data quality and integrity are critical for decision making, enterprise risk management and operational
processes, as well as for complying with applicable regulation. Our businesses depend on our ability to process
a large number of complex transactions, most of which involve, in some fashion, networked computing
devices. If any of our financial, accounting, data processing or other recordkeeping systems and management
controls fail, or are subject to cyber-attack that could compromise integrity, availability or confidentiality of our
systems or data, we could be materially adversely affected.
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Cyber security failures or breaches at HSBC Securities or at service providers (including, but not limited to, sub-
advisers, accountants, custodians, transfer agents and administrators), and the issuers of securities in which
HSBC Securities invests on behalf of its clients, could result in the loss or theft of client data or funds, the
inability to access electronic systems, loss or theft of proprietary information or corporate data, physical
damage to a computer or network system, or costs associated with system repairs.
Cyber security failures or breaches can result in financial losses, interfere with our ability to calculate a fund’s
net asset value, impede our trading, and prevent clients and shareholders from transacting business. These
failures or breaches can cause violations of applicable privacy and other laws, regulatory fines, penalties,
reputational damage, reimbursement or other compensation costs, or additional compliance costs. In addition,
we could incur substantial costs to prevent any cyber incidents in the future.
HSBC Securities relies on cybersecurity risk controls that are managed enterprise wide for HSBC Group in order
to ensure that threats are identified and mitigated properly. While HSBC Group (a corporate parent company of
HSBC Securities) has preventative, detective and mitigation technologies in place as well as mature business
continuity and resiliency plans in the event of cyber-attacks, it is not possible to identify and create mitigation
measures for every type of event that might result in a service disruption.
•
Debt Instruments Risk: The risks of investing in debt instruments include:
o High-Yield Securities (“Junk Bond”) Risk: Investments in high-yield securities (commonly referred
to as “junk bonds”) are often considered speculative investments and have significantly higher
credit risk than investment-grade securities and tend to be less marketable (i.e., less liquid) than
higher rated securities. The prices of high-yield securities, which may be more volatile and less
liquid than higher rated securities of similar maturity, may be more vulnerable to adverse market,
economic or political conditions.
Interest Rate Risk: Fluctuations in interest rates may affect the yield and value of investments in
o
income producing or debt instruments.
o Credit Risk: A portfolio could lose money if an issuer or guarantor of a debt instrument fails to
make timely payments of interest or principal or enters bankruptcy. This risk is greater for lower-
quality bonds than for bonds that are investment grade.
Inventory Risk: The market-making capacity in some debt markets has declined as a result of reduced
broker-dealer inventories relative to portfolio assets, reduced broker-dealer proprietary trading activity and
increased regulatory capital requirements for financial institutions such as banks. Because market makers
provide stability to a market through their intermediary services, a significant reduction in dealer market-making
capacity has the potential to decrease liquidity and increase volatility in the debt markets.
o
Prepayment Risk: During periods of falling interest rates, borrowers may pay off their debt sooner
than expected, forcing an underlying portfolio to reinvest the principal proceeds at lower interest
rates, resulting in less income.
Extension Risk: The risk that during periods of rising interest rates, borrowers pay off their debt
o
later than expected, preventing a portfolio from reinvesting principal proceeds at higher interest
rates, increasing the sensitivity to changes in interest rates and resulting in less income than
potentially available.
Depositary Receipts Risk: Investments in depositary receipts, such as ADRs and GDRs, may entail the
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special risks of international investing, including currency exchange fluctuations, government regulations, and
the potential for political and economic instability.
Derivatives Risk: Use of derivative instruments involves risks different from, or possibly greater than, the
•
risks associated with investing directly in securities and other traditional investments and could increase the
volatility of a portfolio’s asset value and cause losses. Risks associated with derivatives include the risk that the
derivative is not well correlated with the security, index or currency to which it relates; the risk that derivatives
may result in losses or missed opportunities; the risk that the portfolio will be unable to sell the derivative
because of an illiquid secondary market; the risk that a counterparty is unwilling or unable to meet its
obligation; and the risk that the derivative transaction could expose the portfolio to the effects of leverage,
which could increase the portfolio’s exposure to the market and magnify potential losses, particularly when
derivatives are used to enhance return rather than offset risk. There is no guarantee that derivatives, to the
extent employed, will have the intended effect, and their use could cause lower returns or even losses to the
portfolio. The use of derivatives by the portfolio to hedge risk may reduce the opportunity for gain by offsetting
the positive effect of favorable price movements.
Diversification Risk: Diversification is a risk management strategy that mixes a wide of investments
within a portfolio. A diversified portfolio contains a mix of distinct asset types and investment vehicles in an
attempt at limiting exposure to any single asset or risk. It does not guarantee a profit or protect against a loss in
a declining market. It also cannot eliminate the risk of fluctuating prices and uncertain returns.
Emerging Markets Risk: Investments in emerging market countries are subject to all of the risks of
foreign investing generally, and have additional heightened risks due to a lack of established legal, political,
business and social frameworks to support securities markets, including: greater market volatility and illiquidity,
lower trading volume, delays in trading or settling portfolio securities transactions; currency and capital controls
or other government restrictions or intervention, such as expropriation and nationalization; greater sensitivity to
interest rate changes; pervasiveness of corruption and crime; currency exchange rate volatility; and higher
levels of inflation, deflation or currency devaluation. The prices of securities in emerging markets can fluctuate
more significantly than the prices of securities in more developed countries. The less developed the country, the
greater effect such risks may have on an investment.
Environmental Social Governance (ESG) Investments: HSBC Securities makes available Environmental
Social Governance (ESG) funds with certain limitations by the program and model type. Effective on or about
November 20, 2023, HSBC Securities will offer the following in respect to ESG funds and investments:
o MPA (SMA) Programs/models:
The MPA (SMA) program does not offer ESG Investment options in the MPA (SMA) Program.
o MPA (UMA) Programs/models:
The MPA (UMA) programs will no longer offer ESG Investment options in the MPA (UMA) Program for
new investors. Existing clients holding ESG exposed positions and investments have the option to
continue investing in them.
o Spectrum Programs/models:
The Spectrum program and models will no longer offer ESG Investment options in the Spectrum
Program for new investors (please note that Spectrum II is considered a separate program). Existing
clients holding ESG exposed positions and investments have the option to continue investing in them.
o Spectrum II Programs/models:
The Spectrum II program and models will continue to be open to new investors who desire ESG
Investment options with the choice of the ESG related models.
Sustainable Investments is a broad term that refers to any form of financial services integrating Environmental,
Social and Governance (ESG) criteria that aims to generate long-term financial returns while advancing
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sustainable solutions and outcomes. As a result of the ESG screening criteria utilized by these funds, the
investment opportunities may be more limited than that of other funds, and as a result using an ESG
investment approach may produce more modest gains than using another investment approach.
There is no guarantee that an investment approach that considers environmental, social and governance (ESG)
factors will produce returns similar to those that do not consider these factors. Investment approaches that
consider ESG factors may diverge from traditional market benchmarks. Also, some asset classes might not be
available in the Spectrum II ESG Program.
There is currently no generally adopted industry criteria/standards for what qualifies as an ESG investment, how
to measure performance of ESG investments, and the impact of ESG investments on performance. This can
result in discrepancies in results and approach in the calculation of ESG data.
An ESG portfolio is not guaranteed to outperform (financially) similar investments that do not meet ESG criteria.
There is no guarantee that the ESG characteristics a manager or HSBC Securities uses will be aligned with
those of the client’s or that these characteristics will match the client’s expectation of ESG investing. Also, each
fund manager can have different ESG assessment criteria and exclusion criteria.
ESG investment is an evolving area, and an investment that is considered ESG today may not meet those
standards at some point in the future. Therefore, the range of ESG investment strategies that any underlying
fund in the Program employs may change in the future.
Equity Securities Risk: The prices of equity securities fluctuate from time to time based on changes in a
company’s financial condition or overall market and economic conditions. As a result, the value of equity
securities may fluctuate drastically from day to day. The risks of investing in equity securities also include:
o Style Risk: The risk that use of a growth or value investing style may fall out of favor in the marketplace
for various periods of time. Growth stock prices reflect projections of future earnings or revenues and
may decline dramatically if the company fails to meet those projections. A value stock may not increase
in price as anticipated if other investors fail to recognize the company’s value.
o Capitalization Risk: Stocks of large capitalization companies may be volatile in the event of earnings
o
disappointments or other financial developments. Medium and smaller capitalization companies may
involve greater risks due to limited product lines and market and financial or managerial resources.
Stocks of these companies may also be more volatile, less liquid and subject to the potential for greater
declines in stock prices in response to selling pressure. Stocks of smaller capitalization companies
generally have more risk than medium capitalization companies.
Issuer Risk: An issuer’s earnings prospects and overall financial position may deteriorate, causing a
decline in a portfolio’s asset value.
Exchange Traded Fund Risk: An investment in ETFs involves risk, including the loss of principal. ETF
•
shareholders are necessarily subject to the risks stemming from the individual issuers of the Fund’s underlying
portfolio securities. Such shareholders are also liable for taxes on any Fund-level capital gains, as ETFs are
required by law to distribute capital gains in the event they sell securities for a profit that cannot be offset by a
corresponding loss. Shares of ETFs are listed on securities exchanges and transacted at negotiated prices in the
secondary market. Generally, ETF shares trade at or near their most recent net asset value (‘NAV”), which is
generally calculated at least once daily for indexed based ETFs and potentially more frequently for actively
managed ETFs. However, certain inefficiencies may cause the shares to trade at a premium or discount to their
pro rata NAV. There is also no guarantee that an active secondary market for such shares will develop or
continue to exist. Generally, an ETF only redeems shares when aggregated as creation units (usually 20,000
shares or more). Therefore, if a liquid secondary market ceases to exist for shares of a particular ETF, a
shareholder may have no way to dispose of such shares.
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Financial Services Risk: Investments in the financial services group of industries may be particularly
•
affected by economic cycles, interest rate changes, and business developments and regulatory changes
applicable to the financial services group of industries. For example, declining economic and business
conditions can disproportionately impact companies in the financial services group of industries due to
increased defaults on payments by borrowers. Interest rate increases can also adversely affect financial services
companies by increasing their cost of capital. In addition, financial services companies are heavily regulated
and, as a result, political and regulatory changes can affect the operations and financial results of such
companies, potentially imposing additional costs and possibly restricting the businesses in which such
companies may engage.
Foreign Securities Risk: Investments in foreign securities are generally considered riskier than
•
investments in U.S. securities, and are subject to additional risks, including international trade, political,
economic and regulatory risks; fluctuating currency exchange rates; less liquid, developed or efficient trading
markets; the imposition of exchange controls, confiscations and other government restrictions; and different
corporate disclosure and governance standards.
Frontier Market Countries Risk: Frontier market countries generally have smaller economies and even
•
less developed capital markets or legal, regulatory and political systems than traditional emerging markets. As a
result, the risks of investing in emerging market countries are magnified in frontier market countries. Frontier
market economies are less correlated to global economic fluctuations than developed economies and have low
trading volumes and the potential for extreme price volatility and illiquidity. The government of a frontier market
country may exercise substantial influence over many aspects of the private sector, including by restricting
foreign investment, which could have a significant effect on economic conditions in the country and the prices
and yields of securities in a Fund’s portfolio. Economies in frontier market countries generally are heavily
dependent upon international trade and, accordingly, have been and may continue to be adversely affected by
trade barriers, exchange controls, managed adjustments in relative currency values and other protectionist
measures imposed or negotiated by the countries with which they trade. These economies also have been and
may continue to be affected adversely by economic conditions in the countries with which they trade.
Brokerage commissions, custodial services and other costs relating to investment in frontier market countries
generally are more expensive than those relating to investment in more developed markets. The risk also exists
that an emergency situation may arise in one or more frontier market countries as a result of which trading of
securities may cease or may be substantially curtailed and prices for investments in such markets may not be
readily available.
Government Securities Risk: There are different types of U.S. government securities with different levels
•
of credit risk. U.S. government securities issued or guaranteed by the U.S. Treasury and/or supported by the full
faith and credit of the United States have the lowest credit risk. A U.S. government sponsored entity, although
chartered or sponsored by an Act of Congress, may issue securities that are neither insured nor guaranteed by
the U.S. Treasury and are riskier than those that are.
Index Fund Risk: The risk that the underlying funds’ performance will not correspond to its benchmark
•
index for any period of time and may underperform the overall stock market.
Initial Public Offering Risk: Investments in securities purchased at an initial public offering ("IPO") or
•
secondary public offering are often subject to a broader set of market impacts such as investor perception and
market opinions of companies that were previously privately held. As such, prices of securities purchased at an
IPO or secondary public offering may be more volatile or fluctuate more rapidly than other types of securities.
Additionally, to the extent an account is smaller in size, investments in securities purchased at an IPO or
secondary public offering may have a more significant impact on the account's performance or value than the
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securities would on an account larger in size as those securities may represent a larger proportion of the overall
securities held by a smaller account.
Issuer Risk: The risk that the issuer’s earnings prospects and overall financial position will deteriorate,
•
causing a decline in the value of the portfolio.
Leverage Risk: Leverage created by borrowing or investments, such as derivatives, can diminish the
•
portfolio’s performance and increase the volatility of the portfolio’s asset value.
Liquidity Risk/Illiquid Securities Risk: The risk that the portfolio could lose money if it is unable to
•
dispose of an investment at a time that is most beneficial or be unable to meet redemption demand.
Market Risk: Issuer, political, or economic developments can affect a single issuer, issuers within an
•
industry or economic sector or geographic region, or the market as a whole. In the short term, equity prices can
fluctuate dramatically in response to these developments. Different parts of the market and different types of
equity securities can react differently to these developments. For example, large-cap stocks can react differently
from small-cap or mid-cap stocks, and “growth” stocks can react differently from “value” stocks.
Model Risk: A model is defined as a quantitative method, system, or approach that applies statistical,
•
economic, financial or mathematical theories, techniques, and assumptions to process input data into
quantitative estimates. Quantitative methodologies or systems whose inputs are (partially or wholly) qualitative
or based on expert judgment may be classified as a model providing that the outputs produced by the model
are quantitative in nature. HSBC Securities, in conjunction with AMUS, use models to assist in the investment
decision making process, to analyze the investment risks borne by a fund or client account, to measure the
liquidity in a fund or client account, to conduct stress tests and for other reasons. Model risk is defined as the
risk of funds or HSBC Securities and/or affiliates experiencing an actual or potential financial loss, or the breach
of a regulation or client restriction, owing to the misspecification or misapplication of a model in relation to its
intended use, or the improper implementation or incorrect execution of a model.
•
Mortgage- and Asset-Backed Securities Risk: Mortgage- and asset-backed securities are debt
instruments that are secured by interests in pools of mortgage loans or other financial assets. Mortgage- and
asset-backed securities are subject to prepayment, extension, market, and credit risks (market and credit risk
are described elsewhere in this section). Prepayment risk reflects the risk that borrowers may prepay their
mortgages faster than expected, thereby affecting the investment’s average life and perhaps its yield.
Conversely, an extension risk is present during periods of rising interest rates, when a reduction in the rate of
prepayments may significantly lengthen the effective durations of such securities.
Participatory Note Risk: Even though a participatory note is intended to reflect the performance of the
•
underlying securities on a one-to-one basis so that investors will not normally gain or lose more in absolute
terms than they would have made or lost had they invested in the underlying securities directly, the
performance results of participatory notes will not replicate exactly the performance of the issuers or markets
that the notes seek to replicate due to transaction costs and other expenses. Investments in participatory notes
involve risks normally associated with a direct investment in the underlying securities. In addition, participatory
notes are subject to counterparty risk. Participatory notes constitute general unsecured, unsubordinated
contractual obligations of the banks or broker-dealers that issue them, and an investment in these instruments
is relying on the creditworthiness of such banks or broker-dealers and has no rights under the participatory
notes against the issuers of the securities underlying such participatory notes. There can be no assurance that
the trading price or value of participatory notes will equal the value of the underlying value of the securities they
seek to replicate.
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Political Risk: The risk that an investment’s return could suffer as a result of political changes or
•
instability in a country. Instability affecting investment returns could stem from a change in government,
legislative bodies, other foreign policy makers, or military control. Political risk is also known as “geopolitical
risk” and becomes more of a factor as the time horizon of an investment gets longer.
•
Real Estate Risk: Real estate related investments will expose a portfolio to risks similar to those
associated with direct ownership of real estate, including losses from casualty or condemnation, and changes
in local and general economic conditions, supply and demand, interest rates, zoning laws, regulatory limitations
on rents, property taxes and operating expenses.
•
Redemption Risk: A fund or client portfolio may experience a redemption(s) resulting in large outflows
of cash from time to time. This activity could have adverse effects on performance if the advisor were required
to sell securities at times when it otherwise would not do so. This activity could also accelerate the realization of
capital gains/losses and increase transaction costs.
Regulatory Risk: U.S. regulators and legislators have recently amended a wide range of rules and
•
pending and ongoing regulatory reforms (e.g., the Dodd Frank Act) continue to have a material impact on the
advisory business. These regulations and reforms may significantly change the operating environment and the
ultimate effect cannot be adequately predicted. Any further changes by the SEC or additional legislative
developments may affect a portfolio’s operations, investment strategies, performance and yield.
Regulatory Risk in Other Countries: Disclosure and regulatory standards in emerging market countries
•
are in many respects less stringent than U.S. standards. Therefore, disclosure of certain material information
may not be made, and less information may be available. Additionally, regulators in many countries continue to
review the regulation of such portfolios. Any further changes by a regulatory authority or additional legislative
developments may affect a portfolio’s operations, investment strategies, performance and yield.
Repurchase Agreement Risk: The use of repurchase agreements, which are agreements where a party
•
buys a security from another party (“seller”) and the seller agrees to repurchase the security at an agreed-upon
date and price (which reflects a market rate of interest), involves certain risks. For example, if the seller of the
agreements defaults on its obligation to repurchase the underlying securities at a time when the value of these
securities has declined, a portfolio may incur a loss upon disposition of the securities. There is also the risk that
the seller of the agreement may become insolvent and subject to liquidation.
Short Sale Risk: The risk of entering into short sales, including the potential loss of more money than
•
the actual cost of the investment, and the risk that the third party to the short sale may fail to honor its contract
terms, causing a loss to the portfolio.
Sovereign Debt Risk: Sovereign debt instruments, which are instruments issued by foreign
•
governmental entities, are subject to the risk that the governmental entity may be unable or unwilling to repay
the principal or interest on its sovereign debt due to, among other reasons, cash flow problems, insufficient
foreign currency reserves, political considerations, the relative size of the governmental entity’s debt or its
failure to implement economic reforms required by the International Monetary Fund or other multilateral
agencies. A governmental entity that defaults may ask for additional loans or for more time to pay its debt.
There is no legal process for collecting sovereign debts that a government does not pay nor are there
bankruptcy proceedings through which all or part of the sovereign debt that a governmental entity has not
repaid may be collected.
•
Stable NAV Risk: The following applies to money market funds that maintain a stable price of $1.00 per
share. The fund may not be able to maintain a Net Asset Value (“NAV”) per share of $1.00 (a “Stable NAV”) at
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all times. The failure of other money market funds to maintain a Stable NAV (or the perceived threat of such a
failure) could adversely affect the fund’s NAV. Shareholders of a money market fund should not rely on or
expect HSBC Securities, the fund's adviser or an affiliate to help a fund maintain a Stable NAV. Pending money
market fund reform changes may also impact Stable NAV policies of funds.
Stand-by Commitments Risk: Stand-by commitments are subject to certain risks, which include the
•
ability of the issuer to pay when the commitment is exercised, the fact that the commitment is not marketable,
and the fact that the maturity of the underlying obligation generally differs from that of the commitment.
Underlying Fund Selection Risk: The risk that a portfolio may invest in underlying funds that
•
underperform other similar funds or the markets more generally, due to poor investment decisions by the
investment adviser(s) for the underlying funds or otherwise underlying funds also have their own expenses,
which the portfolio bears in addition to its own expenses.
•
Variable Rate Securities Risk: Variable (and floating) rate instruments have interest rates that are
periodically adjusted either at set intervals or that float at a margin above a generally recognized rate. Variable
(and floating) rate instruments are subject to the same risks as fixed income investments, particularly interest
rate risk and credit risk. Due to a lack of secondary market activity for certain variable and floating rate
instruments, these securities may be more difficult to sell if an issuer defaults on its financial obligation or when
a portfolio is not entitled to exercise its demand rights.
• When-Issued Securities: The price and yield of securities purchased on a “when-issued” basis is
fixed on the date of the commitment, but payment and delivery are scheduled for a future date. Consequently,
these securities present a risk of loss if the other party to a “when-issued” transaction fails to deliver or pay for
the security. In addition, purchasing securities on a “when- issued” basis can involve a risk that the yields
available in the market on the settlement date may actually be higher (or lower) than those obtained in the
transaction itself and, as a result, the “when-issued” security may have a lesser (or greater) value at the time of
settlement than a fund’s payment obligation with respect to that security.
Item 7: Client Information Provided to Investment Managers
HSBC Securities will share a client’s Proposal with its SMA Manager(s) and the Overlay Manager in addition to
AMUS. HSBC Securities will not share a client’s Proposal with Model Managers. The Proposals are used to set
up the manager/allocation for each account in Pershing's system.
Item 8: Client Contact with Investment Managers
Upon reasonable request, HSBC Securities will make available the appropriate service provider (AMUS or SMA
Manager) personnel for consultation concerning the management of the client’s account in the MPA Program.
Item 9: Additional Information
9A. DISCIPLINARY INFORMATION AND OTHER FINANCIAL INDUSTRY ACTIVITIES AND AFFILIATIONS
DISCIPLINARY INFORMATION
In the past, we have entered into certain settlements with our regulators and other third parties and have been
the subject of adverse legal and disciplinary events. Below are summaries of certain events that may be
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material to your decision of whether to retain us for as an investment adviser. You can find other information on
our Form ADV Part 1, available at www.adviserinfo.sec.gov.
o On March 16, 2020, HSBC Securities entered into a settlement with the SEC concerning HSBC
Securities’ disclosures to advisory clients and prospective clients from November 2015 through August
2017 regarding how it compensates its dually registered investment adviser and broker representatives
(“IARs”). The SEC determined that HSBC Securities’ disclosures were false and misleading because
they failed to disclose conflicts of interest about how IARs’ compensation was determined. The SEC’s
Order recognizes that HSBC Securities disclosed to all brokerage customers in its Customer Agreement
that conflicts of interest between customers and IARs may arise with respect to recurring income HSBC
Securities receives. But in separate disclosures to advisory customers, HSBC Securities stated that IARs
were compensated based solely on non-financial factors, and not on the fees paid to HSBC Securities.
The SEC found that HSBC Securities did consider financial factors in setting IAR’s discretionary
bonuses, including the amount of quarterly advisory fees Spectrum and MPA Program clients paid to
HSBC Securities, which gave IARs an incentive to generate those fees. The SEC further determined
that HSBC Securities lacked sufficient policies and procedures reasonably designed to prevent
violations pertaining to its representations about IARs’ compensation. On March 16, 2020, without
admitting or denying the SEC’s findings, HSBC Securities agreed to a censure and to pay a fine of
$725,000. HSBC Securities amended its disclosures in March 2018 and was not required to engage in
any remediation. Disclosures are under Item 9B “Client Referrals” and “Other Compensation”.
o On June 30, 2017, HSBC Securities agreed to a settlement with FINRA regarding allegations that it
failed to maintain electronic brokerage records in non-erasable and non-rewritable format known as the
“Write Once, Read Many” (WORM) format, that is intended to prevent the alteration or destruction of
broker-dealer records stored electronically. HSBC Securities failed to retain in WORM format brokerage
order memoranda records relating to approximately 12.36 million transactions in preferred exchange-
traded funds, equities, and fixed income products. Other affected records included a limited number of
HSBC Securities’ general ledger, certain internal audit records, risk management control records,
unusual activity reports and certain policy manuals. The findings also stated that HSBC Securities failed
to notify FINRA at least (90) days prior to retaining a vendor to provide electronic storage. HSBC
Securities is also alleged to have failed to implement an audit system regarding the inputting of records
in electronic storage media. HSBC Securities is alleged to have failed to obtain an attestation from their
third-party vendor. Additionally, HSBC Securities failed to establish maintain and enforce written
supervisory procedures reasonably designed to achieve compliance with applicable Securities
Exchange Commission Rule for record retention requirements. HSBC Securities’ written supervisory
procedures failed to specify how the Firm should supervise its compliance with record retention
requirements under the rule.
o On June 30, 2017, without admitting or denying the findings, HSBC Securities agreed to a censure and
fine, jointly and severally, of $1,500,000. The Firm also consented to a written plan of how it will
undertake a comprehensive review of the adequacy of its policies and procedures.
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HSBC Securities (USA) Inc. - Form ADV Part 2A-Appendix 1
In February 2016, HSBC Finance Corporation, HSBC Bank USA, HSBC Mortgage Services Inc. and
o
HSBC North America Holdings entered into an agreement with the U.S. Department of Justice, the U.S.
Department of Housing and Urban Development, the Consumer Financial Protection Bureau, other
federal agencies ("federal parties") and the state Attorneys General of 49 states and the District of
Columbia ("state parties") to resolve civil claims related to past residential mortgage loan origination and
servicing practices. The settlement is similar to prior national mortgage settlements reached with other
U.S. mortgage servicers and includes the following terms: $100 million to be allocated among
participating federal and state parties, and $370 million in consumer relief. In addition, the settlement
agreement sets forth national mortgage servicing standards to which HSBC U.S. affiliates will adhere.
All except $32 million of the settlement is allocable to HSBC Finance Corporation. This matter was
settled within the amount reserved.
OTHER FINANCIAL INDUSTRY ACTIVITIES AND AFFILIATIONS
Broker-Dealer Registration Status
HSBC Securities is a full-service broker-dealer and investment adviser. We engage in a full range of primary and
secondary securities activity in the U.S. and international markets, including acting as a primary dealer in
corporate bonds, U.S. and international equities, and as a broker in futures and options. We are registered with
the Securities and Exchange Commission, the Financial Industry Regulatory Authority, and various other
regulatory bodies. HSBC Securities acts as an introducing broker for the MPA Program (and other clients and
programs), using the clearing and execution facilities of our third-party clearing agent, BNY Pershing, for all
securities transactions executed within a client’s account, as discussed above, subject in all cases to best
execution obligations and applicable law.
HSBC Securities is also registered as a futures commission merchant, and some of our management persons
are associated persons of that entity.
Material Relationships or Arrangements with Related Persons
HSBC Securities has policies and procedures that are reasonably designed to mitigate conflicts of interests and
comply with the regulatory requirements in selling securities including Funds.
HSBC Securities and/or our management persons have a material relationship with the following related
person(s) as follows:
AMUS is wholly owned by HSBC USA, Inc. (“HSBC USA”) and is indirectly owned by HSBC Group. HSBC
Group is a publicly owned corporation based in London, England and trades on various stock exchanges
around the world. AMUS is registered with the SEC as an investment adviser pursuant to the Investment
Advisers Act of 1940, as amended (the “Advisers Act”).
AMUS is an entity within HSBC Asset Management (“AM”). AM is made up of a group of companies in
countries and territories throughout the world that are engaged in investment advisory and portfolio
management activities. AMUS has been in business since January 29, 1986.
AMUS provides investment advice to registered investment companies and other institutions. AMUS is a
service provider to the MPA Program and other HSBC Securities advisory programs and earns fees based on
assets invested in the programs. In addition, AMUS and its affiliates act as the investment adviser and/or
administrator to the proprietary funds included as investments in the MPA Program.
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Certain HSBC affiliated funds also have sub advisers, not always affiliated with AM that receive fees for
providing various services to the funds. Funds outside of the HSBC Fund family are also offered as options in
the HSBC Programs and can be advised by investment managers affiliated or unaffiliated with HSBC Securities,
who also receive a fee for their investment services.
AMUS or affiliates thereof receives compensation (such as mutual fund advisory fees, and other
compensation), in addition to a portion of the fee for the MPA Program. In connection with investments in an
HSBC affiliated Fund by a retirement account-an IRA or an employee benefit plan subject to ERISA, HSBC
Securities will offset any additional compensation it (or an affiliate) receives in connection with such
investments by crediting against the account fee an amount that is equal to such additional fees and
compensation HSBC Securities (and its affiliates) receive for the applicable billing period with respect to such
investment. To the extent HSBC Securities includes AMUS advised funds as the option into which a client’s
account could be invested, the receipt of such additional compensation could create a conflict of interest.
HSBC Securities’ clients will pay these fees as well as their Program fee as permissible by law.
HSBC Securities compensates AMUS and other affiliates for services in the MPA Program. Fees paid by HSBC
Securities to AMUS and other affiliates for services rendered are based on assets invested in the MPA Program.
As Overlay Manager, HSBC Securities at its discretion as specified in the client agreement has delegated
certain activities to an affiliate in exchange for compensation. In addition, HSBC Securities can at its discretion
engage an unaffiliated Overlay Manager upon thirty (30) days written notice to the Client. Any unaffiliated third
party who acts as Overlay Manager (a "Third Party Overlay Manager") is entitled to receive the benefits to which
HSBC Securities, as Overlay Manager, is entitled.
Conflicts of Interest
HSBC Securities and/or our management persons have a material relationship with the following related
person(s) as follows:
The only money market fund(s) options available will be money market funds for which AMUS or another
affiliate receives compensation related to investment advisory and other services. To the extent that HSBC
Securities has discretion to invest the cash in the account (which can be 100% of the account for defensive or
temporary purposes), the receipt of such additional compensation by HSBC Securities and its affiliates creates a
conflict of interest for HSBC Securities. It should be also understood that the fee for the services provided with
respect to the MPA Program, plus any such additional compensation received with respect to the MPA
Program (or account investments) can be higher than the fees charged by other advisers for similar advisory
services or arrangements.
The principal business of our Firm is that of a full service broker-dealer. Clients who have MPA Program
accounts can also be clients of the broker-dealer. Therefore, clients can have similar securities in their
commission-based brokerage accounts as they would have in their MPA account.
HSBC Securities is also a registered broker-dealer and executes trades for clients in the MPA Program through
BNY Pershing. HSBC Securities recommends to its clients shares in mutual funds to which AMUS serves as
investment adviser. HSBC Securities has policies and procedures that are reasonably designed to mitigate
conflicts of interests and comply with the regulatory requirements in selling securities including mutual funds.
HSBC Securities provides investment advisory and brokerage advice outside of the MPA Program. As a
registered broker-dealer with the Financial Industry Regulatory Authority (“FINRA”), HSBC Securities sells
securities for a commission outside of the Program and is permitted to receive 12b-1 (distribution) and/or
shareholder servicing fees from the sale of mutual funds. All sales charge information is disclosed in the mutual
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fund prospectus that is provided to the customer. HSBC Securities' practice, as a broker-dealer, of accepting
such fees creates a conflict of interest.
Representatives are paid a base salary and have an opportunity to receive a discretionary variable pay (as
discussed more fully below), which creates conflicts between you, HSBC Securities and your
representative. Please see the “Other Compensation” section below for additional information.
While HSBC Group maintains global sustainability goals, and a portion of certain variable pay have
considerations based on these goals, Investment Adviser Representatives and their Supervisors are not
provided with additional incentives to sell ESG Spectrum II.
HSBC Securities Representatives are also securities-licensed registered Representatives of HSBC
Representative, and in their capacity as registered Representatives engage in the sale of securities-related
products and services outside of the MPA Program. Clients are under no obligation to purchase or sell
securities products and services through HSBC Securities or to participate in the MPA Program; however, if
they choose to do so, clients should be aware that the registered Representative will receive additional
compensation as described later in this section, that creates a conflict of interest. Please see the “Other
Compensation” section below for additional information.
In addition, Representatives at times will be located in Wealth Centers of HBUS (“Wealth Centers”), and clients
of HBUS may be investment advisory clients. Clients are informed both verbally and in writing that securities
products are not a deposit or other obligation of the bank or any of its affiliates; not FDIC insured or insured by
any federal government agency of the United States; not guaranteed by the bank or any of its affiliates; and are
subject to investment risk, including possible loss of principal invested.
HBUS is a national bank organized and existing under the laws of the United States and a member of the
Federal Reserve. HBUS, with which we have entered into agreements, provides certain office space and certain
administrative service such as payroll and benefits processing to HSBC. Certain employees and officers of
HSBC Securities are officers of HBUS and report into the HSBC North America Holdings Company Committee.
Conflicts of interest will arise whenever HSBC Securities has an economic or other incentive in its management
of our clients’ accounts to act in a way that benefits HSBC Securities or an affiliate. Conflicts will result, for
example, when HSBC Securities invests in an investment product, such as a separately managed account
managed by a HSBC Securities affiliate. Certain strategies are managed by the HSBC Private Bank
Discretionary Investment Management team, which is a division of HBUS. Through this agreement, HSBC
Securities pays a portion of the MPA Program fees earned on this strategy to HSBC Bank for services provided.
Fees paid by HSBC Securities to HBUS for services rendered are based on assets invested in the MPA Program.
When HSBC Securities or an affiliate manages these investments, there is a benefit to HSBC Securities since it
increases the overall revenue of HSBC Securities or an affiliate.
Depending on the strategy, HBUS or HSBC Securities can recommend an affiliated Program Manager. HSBC
Securities has an incentive to recommend, and has an incentive to include, a HBUS-managed strategy because
an affiliate of HSBC Securities receives an increase in overall fees when these strategies are chosen by clients.
For ERISA plans, IRAs and other tax-qualified savings accounts, where an affiliated model manager is available,
the Affiliated Model Manager fee will either be waived or credited to the client’s account. This waiver/credit
applies only to the Affiliated Model Manager Fee and does not apply to other fees and expenses (e.g., advisory,
platform, custodial, fund or transaction-related fees), which may still apply. HSBC Securities manages this
conflict through disclosure to clients and by subjecting affiliated Portfolio Managers to a review process as
described in Item 6.
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Our Firm and most Representatives are also licensed insurance agents with HSBC Insurance Agency USA, Inc.
and HSBC Securities. In California, HSBC Securities conducts insurance business as HSBC Securities Insurance
Services. In this capacity, we can offer advisory clients of our Firm insurance products for which we receive
compensation. HSBC Securities has policies and procedures that are reasonably designed to mitigate conflicts
of interests and comply with the regulatory requirements in selling insurance products. See the “Other
Compensation” section below for additional information.
HSBC Securities is a member of the New York Stock Exchange, Financial Industry Regulatory Authority,
Securities Investor Protection Corp. HSBC Securities is a sub-distributor of the HSBC Funds. AMUS uses the
services of HSBC Securities to facilitate the distribution of HSBC Funds. Affiliates of AMUS receive fees for
providing various services to the funds.
HSBC Securities selects the Funds in which an account can be invested. HSBC Securities as the distributor will
receive compensation from the Funds. This creates a conflict of interest for HSBC Securities, which HSBC
Securities seeks to mitigate through disclosure in this Brochure.
Certain employees of AMUS and HBUS are registered representatives of HSBC Securities and may hold FINRA
and state securities registration. HSBC Securities maintains supervision of such persons.
Financial Planning Tools
Please note that financial planning tools can be made available to help clients from time to time. Such financial
planning tools, and any financial plan generated, are offered at no additional cost. However, products or
services selected as a result of an implemented plan will result in a cost to you and fees for HSBC Securities.
Please note that you are under no obligation to use any HSBC Securities product or service to execute the
financial plan generated by the financial planning tool. Unless we indicate otherwise in writing, the financial
plan generated does not constitute a solicitation, offer or recommendation to enter into any investment strategy
or transaction, or fiduciary investment advice, nor is it intended to be investment advice under the ERISA or
Section 4975 of the Internal Revenue Code of 1986, as amended (“the Code”). HSBC Securities does not intend
to act in a fiduciary capacity or provide fiduciary investment advice with respect to financial planning tools.
Rollovers
We provide educational material regarding the options available to customers in qualified plans, but we do not
provide any type of advice about a customer’s qualified plan, nor do we make any recommendations or provide
advice about whether or not to roll assets out of a plan. HSBC Securities does not provide advice regarding
rollover decisions and instead provides only educational material for customers to evaluate and independently
consider, and should not be viewed, construed, or relied upon, as investment or fiduciary recommendations or
advice under ERISA or the Code. HSBC Securities is not acting as a fiduciary under ERISA or the Code when
you decide to engage us in a new service, including with respect to your decision, or the decision of a plan
participant, to roll over assets into an IRA which includes traditional, inherited or ROTH IRAs. If a financial plan
is generated to a customer with assets in an employer sponsored retirement plan, unless we indicate otherwise
in writing, the financial plan is not and is not intended to be fiduciary investment advice under ERISA or the
Code with respect to the assets in the employer sponsored retirement plan.
If you choose to roll assets out of a plan, we will then, at your request, make recommendations about our
services and products for investments that the customer can choose to implement in an HSBC Securities IRA
brokerage or advisory account or an IRA annuity. Because we will only be paid for our services if you choose to
roll over your plan account to an account at HSBC, we have an incentive to encourage you to rollover to an
account with us, which we mitigate through our policies and procedures. For more information about rollovers
with us, please refer to our online page at https://www.us.hsbc.com/investments/retirement/ira/ for educational
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material available. To request relevant acknowledgement forms, please contact your Representative, or call our
Wealth Services Deck at 800.662.3343 M-F (8am-6pm) ET.
Securities-Backed Line of Credit
We do not use leverage as an investment strategy for managed accounts. However, where appropriate, may be
available for eligible clients, as detailed in the Account Control Agreement and Risk Disclosure statement, may
use a Securities-Backed Line of Credit (“SBLOC”), which is a bank line of credit collateralized by the assets of
the managed account, as well as other collateral the client may hold at HBUS or HSBC Securities. SBLOC
enables clients to take out a loan that is secured by that client’s brokerage and/or advisory portfolio. The
maximum amount of the loan depends on the lending value of the client’s portfolio, as specified in the Credit
Agreement entered into with by HBUS. Securities-Backed Lending creates additional risks for managed
account clients including being subject to a collateral call due to a drop in the account’s value caused by
downward market movement, market volatility, investment changes and credit exposure. All these can lead to
collateral shortfalls and can cause HBUS, as the lender to ask the managed account client for additional
collateral or to sell assets in the account to satisfy the collateral shortfall. HBUS will earn fees and interest on
loans secured by managed account assets. A drop in a managed account’s value could cause the account to
fall below the minimum required to participate in the managed account program. The account could revert to
an unmanaged brokerage account and fail to reach its investment goals. Any securities based lending fees and
interest are separate and in addition to Program fees.
Neither HSBC Securities, its representatives nor its affiliates will act as an investment adviser to a client as to
the sale of securities subject to a collateral shortfall or credit line loan demand. We will make these sales in our
capacity as a broker-dealer. In addition, as creditors, we and our affiliates can have interests that are averse to
you.
9B. CODE OF ETHICS, PARTICIPATION OR INTEREST IN CLIENT TRANSACTIONS AND PERSONAL TRADING;
REVIEW OF ACCOUNTS; CLIENT REFERRALS AND OTHER COMPENSATION’ AND OTHER FINANCIAL
INFORMATION
Code Of Ethics, Participation or Interest In Client Transactions And Personal Trading
HSBC Securities has adopted a Code of Ethics and Staff Dealing Policies and Procedures that governs
employee personal securities transactions ("Code of Ethics"), designates access persons, protects material
nonpublic information, and requires employees to comply with all relevant securities laws. The Code of Ethics
reflects our belief in the absolute necessity to conduct business at the highest ethical and professional levels.
HSBC Securities requires all personnel to report their personal securities accounts to the Compliance
Department and requires pre-approval of personal trades in accordance with the Firm’s policies and
procedures. Firm personnel are required to submit an annual acknowledgement and certification attesting to
their compliance and reporting requirements as well as compliance with all other aspects of our Code of Ethics.
The Code of Ethics encourages internal reporting and protects employees who report violations from retaliation.
Any violations of the Code of Ethics must be reported to the Chief Compliance Officer or other designated
personnel. A copy of our Firm’s Code of Ethics will be furnished upon request.
HSBC Securities and its employees at times will buy or sell securities for its or their own account, including the
same securities that it recommends to clients, and at the same or different times as client trades in those
securities, in accordance with the Code of Ethics.
Employees of HSBC Securities, or its advisory affiliates, at times will hold the same or similar securities in their
personal accounts that clients may hold in their own portfolios, and from time to time will recommend such
securities for purchase or sale in clients’ portfolios in the normal course of business. HSBC Securities has
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established informational barriers and has adopted various policies and safeguards in order to address conflicts
of interest that can arise from such activities.
Review of Accounts
The custodian (or a designee) will provide each client with monthly, but in any event no less frequently than
quarterly, account statements detailing the activity within the client's account. The statements will be based on
activity provided by the custodian.
HSBC Securities through its agreement with AMUS or otherwise will monitor the account’s selected Investment
Strategy on a periodic basis. The review will focus on several factors, including the following:
whether the asset allocation models are being managed in accordance with their investment objectives
and mandates; and
whether the performance of the Investment Strategies is managed according to stated investment
objectives and performing in line with expectation.
HSBC Securities or a Representative will annually request an in-person or telephonic or video call with a client
(or will otherwise meet the regulatory requirements for an annual meeting) in order to determine if the client’s
profile remains current and is consistent with the recommended asset allocation. An account review can also
follow a change in client’s investment profile, a change in the securities market or a change in other economic
conditions.
The monthly or quarterly statements provided by the custodian (or a designee) detailing current holdings and
account activity are in addition to the quarterly performance reports provided for the client’s account.
Client Referrals and Other Compensation
HSBC Securities does not pay referral fees to non-HSBC Securities employees for the referral of their clients to
our Firm.
Representative’s Compensation
Your Representative (Wealth Relationship Manager) is paid a base salary and has the opportunity to receive a
discretionary variable pay generally influenced by demonstrating achievement of certain performance levels,
which creates conflicts between you, us and your Representative. We base discretionary variable pay (or
individual variable pay decisions) on the Representative’s personal performance measured against established
key performance indicators and objectives.
When measuring your Representative’s overall performance and ability to meet objectives, we consider factors
like gathering assets and income for HSBC Securities, so your Representative has incentives to recommend
that you invest assets with us and purchase investments. This also includes deposits and lending products
(such as checking, savings, CDs, credit cards and mortgages). Please refer to the Compensation from Other
Affiliates for Services Offering Securities and Other Products section below for additional information on Bank
related activities. We earn more income from some investment recommendations (such as variable annuities)
than others (such as mutual funds), for example, which gives your Representative an incentive to recommend
products that will pay us more.
When providing brokerage account recommendations, your representatives provide information about the
income generated by recommendations of different products and services generally, and point to other
materials, like prospectuses for example, that will describe the income we receive more specifically for the
products you purchase. Should you also have a brokerage account, please consider that information in
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connection with your Representative’s compensation and conflicts. The differences in the amount of income
and the frequency of the income generated to HSBC Securities has an impact on your Representative’s
opportunity to receive discretionary variable pay, and an impact on the amount of any potential award. This
impact and the conflict exists because income is among the factors considered by us in judging your
Representative’s overall performance and ability to meet objectives.
Another of the financial factors impacting measurement of performance is the amount of assets gathered,
including assets that are brought to us for the first time through your Representative’s recommendations. This
impact and the conflict exists because the amount of money brought into and maintained in accounts serviced
by that Representative and the growth of the assets in accounts such as yours are also among the factors
considered when judging your Representative’s overall performance and ability to meet objectives.
Additional factors beyond asset gathering and income are also part of measuring your Representative’s overall
performance. We consider factors such as compliance with rules, policies, procedures, code of ethics, industry
regulations and standards of conduct. We consider your Representative’s activities in meeting with you and
serving your financial needs. We will also assess the quality of your Representative’s sales presentations to you,
which assessment can involve contacting you and asking for your feedback.
The various factors of our variable pay decisions create conflicts, as your Representative has an interest in
establishing a relationship with you, and for recommending our products and services.
Certain supervisors in the Wealth Centers, are also eligible for discretionary variable pay affected by your
Representative’s recommendations. To the extent that supervisors are reviewing transactions that generate
income and assets for the accounts serviced by Representatives, they also have a conflict of interest. We
mitigate that conflict through policies and procedures and by measuring the overall performance of those
supervisors when considering whether and how much of a potential discretionary variable pay they may
receive.
Internal Recognition Programs.
Your Representative at times will be eligible to participate in HSBC internal recognition programs, consistent
with industry practice and regulatory requirements, based upon overall personal performance. That personal
performance is based on the factors noted above, including the gathering of assets and income to HSBC
Securities, creating further incentives to recommend that you invest with us. We also consider factors, such as
compliance with rules, their activities in meeting with customers and fulfilling customers’ financial needs.
Title Designations.
Along with years of experience, factors such as the income generated by your Representative’s
recommendations of products and services, as well as the assets that they gather and maintain for us are
considerations when determining if a Representative will be rewarded with honorary titles distinct to their
seniority and/or promotions to such distinct titles partially based on their ability to meet internal goals. The
opportunity to obtain such an honor further incentivizes your Representative to generate income and gather
assets for us through the recommendation of our products and services to you.
Other Benefits.
Your Representative is eligible to receive other benefits based on the amount of their compensation.
Non-Qualified Deferred Compensation Plan (NQDCP)
Elective plan for those who are eligible based on their total compensation at or above $250,000.
Eligible participants have the option to elect to defer a portion of their fixed pay or variable pay on a pre-
tax basis in the form of an investment account.
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Deferral on Variable Pay
All HSBC employees are subject to a deferral on a portion of their annual total variable pay that is
awarded at or above $100,000.
The standard deferral is granted in the form of Restricted Share Units.
The deferrals are under guidelines established by our parent corporations’ deferral plan, which allows them to
defer the receipt of compensation. This does not represent additional compensation, and there is no benefit
beyond the deferral of income taxes at the employee’s election. This ability to defer income however further
incentivizes your Representative to generate income and gather assets and otherwise impact the factors
considered in determining his or her discretionary variable pay.
Compensation from Other Affiliates for Services Offering Securities and Other Products.
Your Representative will also be authorized to act on behalf of HBUS in some cases directly providing deposit
accounts and lending products or introducing you to colleagues for additional bank services. For
Representatives serving Private Banking customers, these products offered through HSBC Bank may also
include certain securities products and services that U.S. national banks may offer directly. In most cases, your
Representative will also be authorized to offer additional insurance products through HSBC Insurance Agency
(USA) Inc., including traditional life insurance products and certain property and casualty insurance (all for third
party insurance carriers).
These products and services compete with certain products and services offered through HSBC Securities and
can earn more income for our affiliates. Acting for multiple affiliates and being compensated by them presents
conflicts because these factors are considered in your Representative’s objectives and measures of overall
performance, which in turn impacts his or her opportunity for variable compensation through discretionary
variable pay.
HSBC Securities reserves the right, at its discretion and without prior notice to change the methods by which it
compensates its sales professionals.
Representative’s Outside Business Activities.
In addition to approved roles acting on behalf of our affiliates, your Representative is permitted, subject to our
review and approval, to engage in certain other business activities, other than the provision of brokerage and
advisory services through us. Your Representative could also engage in another business including a family-
owned business, or serving as an officer, director, partner or employee of or consultant to another business
organization.
These outside business activities can cause conflicts with the brokerage or advisory services your
Representative provides to your brokerage account. Because your Representative could receive fees from the
outside business, he or she could have an incentive for you to engage or transact through the outside business
to earn additional compensation. HSBC Securities has policies and procedures as well as our Code of Conduct to
mitigate these conflicts.
Gifts, Gratuities, Entertainment and Non-Monetary Compensation
From time to time, HSBC or its employees will, as is generally consistent with customary industry practice and
in accordance with HSBC’s policies and procedures, receive nonmonetary compensation (other than cash or
cash equivalents), such as promotional items (e.g., coffee mugs, calendars or gift baskets), meals,
entertainment (e.g., tickets to sporting events) and access to certain industry related conferences, from
individuals or institutions (including investment sponsors) with whom they transact business or with whom they
may engage in business dealings on behalf of clients. In addition to the receipt of gifts by HSBC or its employees,
HSBC or its employees may also engage in providing such gifts, meals and entertainment which may also
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generate a conflict of interest to the extent they create an incentive for the recipient or beneficiary to use,
recommend, offer or include products or services of HSBC Securities. The giving and receipt of gifts and other
benefits are subject to limitations under internal HSBC Securities policies and procedures.
Product Provider Payments and Conferences
From time to time, HSBC Securities (and its affiliates) will receive marketing and training support payments,
conference subsidies, and other types of financial compensation and incentives from mutual fund companies
and other product providers, broker-dealers and other vendors to support the sale of their products and services
to our clients, including our ERISA plan clients. Note that the level of vendor support or other payments is not
dependent on or related to the level of assets invested in or with the products or services of the particular
vendor, but the receipt of these payments presents HSBC Securities with a conflict of interest in recommending
these parties’ services and products to clients. HSBC Securities deals with that conflict through disclosure in
this Brochure.
HSBC Securities generally provides securities execution and related brokerage services using the clearing and
execution facilities of BNY Pershing as detailed above.
Each SMA Manager in the SMA Program has the discretion to select broker-dealers to execute trades for MPA
and is responsible for executing MPA trades in a manner consistent with its obligation to obtain best execution,
and clients are encouraged to review each SMA Manager’s Firm Brochure regarding its brokerage practices.
Financial Information
HSBC Securities does not require, nor do we solicit prepayment of more than $1,200 in fees per client, six
months or more in advance. Therefore, we have not included a balance sheet for our most recent fiscal year.
There are no financial commitments to likely impair our ability to meet contractual obligations to our clients,
and we have not been the subject of a bankruptcy petition at any time during the past ten years.
Assets Under Management
As of December 31, 2025, the MPA Separately Managed Account Program has approximately $331 million
dollars in non-discretionary assets under management.
The MPA UMA Account Program has approximately $261 million dollars in non-discretionary assets under
management.
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