Exhibit 3 (ii)
HSBC USA INC.
(As Amended and Restated effective January 20, 2005)
HSBC USA INC.
Section 1.1 The principal office of HSBC USA Inc. (the "Corporation") in the State of Maryland shall be in the
City of Baltimore, State of Maryland.
Section 1.2 The Corporation may also have offices at such other place or places, both within and without the
State of Maryland, as the Board of Directors, or the President of the Corporation acting under delegated
authority, may from time to time determine.
Section 2.1 Place of Stockholders' Meetings. Meetings of the Corporation's stockholders shall be held at such
place in the United States as is set from time to time by the Corporation's Board of Directors.
Section 2.2 Annual Meetings of Stockholders. An annual meeting of the Corporation's stockholders shall be held
in April each year. At each annual meeting, the Corporation's stockholders shall elect a Board of Directors and
transact such other business as may properly be brought before the meeting in accordance with these By-Laws.
Except as the Charter or statute provides otherwise, any business may be considered at an annual meeting
without the purpose of the meeting having been specified in the notice. Failure to hold an annual meeting does not
invalidate the Corporation's corporate existence or affect any otherwise valid corporate acts of the Corporation.
Section 2.3 Special Meetings of Stockholders. At any time in the interval between annual meetings, a special
meeting of the Corporation's stockholders may be called by the Chairman of the Board or the President or by a
majority of the Corporation's Board of Directors by vote at a meeting or in writing (addressed to the Corporate
Secretary of the Corporation) with or without a meeting. Special meetings of the Corporation's stockholders shall
be called by the Corporate Secretary on the written request of stockholders of the Corporation entitled to cast at