PORTFOLIO MANAGEMENT AGREEMENT
For The Fixed Income Opportunity Portfolio
AGREEMENT made this 30th day of April, 2012, between Fort
Washington Investment Advisors, Inc., a corporation organized
under the laws of (Ohio) ("Portfolio Manager"), and HC Capital
Trust, a Delaware statutory trust ("Trust").
WHEREAS, the Trust is registered as an open-end, diversified,
management investment company under the Investment Company Act
of 1940, as amended ("Investment Company Act") which offers
several series of shares of beneficial interests ("shares")
representing interests in separate investment portfolios; and
WHEREAS, the Trust desires to retain the Portfolio Manager to
provide a continuous program of investment management to that
portion of the assets of The Fixed Income Opportunity
Portfolio of the Trust ("Portfolio") that may, from time to
time be allocated to it by, or under the supervision of, the
Trust's Board of Trustees, and Portfolio Manager is willing,
in accordance with the terms and conditions hereof, to provide
such services to the Trust;
NOW THEREFORE, in consideration of the promises and covenants
set forth herein and intending to be legally bound hereby, it
is agreed between the parties as follows:
1. Appointment of Portfolio Manager. The Trust hereby retains
Portfolio Manager to provide the investment services set forth
herein and Portfolio Manager agrees to accept such appointment.
In carrying out its responsibilities under this Agreement, the
Portfolio Manager shall at all times act in accordance with the
investment objectives, policies and restrictions applicable to
the Portfolio as set forth in the then current Registration
Statement of the Trust delivered by the Trust to the Portfolio
Manager, applicable provisions of the Investment Company Act
and the rules and regulations promulgated under the Investment
Company Act and other applicable federal securities laws.
2. Duties of Portfolio Manager. (a) Portfolio Manager shall
provide a continuous program of investment management for that
portion of the assets of the Portfolio ("Account") that may,
from time to time be allocated to it by, or under the
supervision of, the Trust's Board of Trustees, as indicated in
writing by an authorized officer of the Trust. It is understood
that the Account may consist of all, a portion of or none of
the assets of the Portfolio, and that the Board of Trustees
and or HC Capital Solutions (a division of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ &
Co., LLC), the Trust's investment adviser, has the right to
allocate and reallocate such assets to the Account at any time,
and from time to time, upon such notice to the Portfolio Manager
as may be reasonably necessary, in the view of the Trust, to
ensure orderly management of the Account or the Portfolio. The
Portfolio Manager's responsibility for providing portfolio
management services to the Portfolio shall be limited to the
Account.
(b) Subject to the general supervision of the Trust's Board of
Trustees, Portfolio Manager shall have sole investment
discretion with respect to the Account, including investment
research, selection of the securities to be purchased and sold
and the portion of the Account, if any, that shall be held
uninvested, and the selection of brokers and dealers through
which securities transactions in the Account shall be executed.
The Portfolio Manager shall not consult with any other portfolio
manager of the Portfolio concerning transactions for the
Portfolio in securities or other assets. Specifically, and
without limiting the generality of the foregoing, Portfolio
Manager agrees that it will:
(i) advise the Portfolio's designated custodian bank and
administrator or accounting agent on each business day of each
purchase and sale, as the case may be, made on behalf of the
Account, specifying the name and quantity of the security
purchased or sold, the unit and aggregate purchase or sale
price, commission paid, the market on which the transaction was
effected, the trade date, the settlement date, the identity of
the effecting broker or dealer and or such other information,
and in such manner, as may from time to time be reasonably
requested by the Trust;
(ii) maintain all applicable books and records with respect to
the securities transactions of the Account. Specifically,
Portfolio Manager agrees to maintain with respect to the
Account those records required to be maintained under Rule
31a-1(b)(1), (b)(5) and (b)(6) under the Investment Company Act
with respect to transactions in the Account including, without
limitation, records which reflect securities purchased or sold
in the Account, showing for each such transaction, the name and
quantity of securities, the unit and aggregate purchase or sale
price, commission paid, the market on which the transaction was
effected, the trade date, the settlement date, and the identity
of the effecting broker or dealer. Portfolio Manager will
preserve such records in the manner and for the periods
prescribed by Rule 31a-2 under the Investment Company Act.
Portfolio Manager acknowledges and agrees that all records it
maintains for the Trust are the property of the Trust, and
Portfolio Manager will surrender promptly to the Trust any such
records upon the Trust's request. The Trust agrees, however,
thatPortfolio Manager may retain copies of those records that
are required to be maintained by Portfolio Manager under
federal or state regulations to which it may be subject or are
reasonably necessary for purposes of conducting its business;
(iii) provide, in a timely manner, such information as may be
reasonably requested by the Trust or its designated agents in
connection with, among other things, the daily computation of
the Portfolio's net asset value and net income, preparation of
proxy statements or amendments to the Trust's registration
statement and monitoring investments made in the Account so that
the Trust can ensure compliance with the various limitations on
investments applicable to the Portfolio and so the Trust's
investment adviser can ensure that the Portfolio will continue
to qualify for the special tax treatment accorded to regulated
investment companies under Subchapter M of the Internal Revenue
Code of 1986, as amended ("Code"); and
(iv) render regular reports to the Trust concerning the
performance of Portfolio Manager of its responsibilities under
this Agreement. In particular, Portfolio Manager agrees that it
will, at the reasonable request of the Board of Trustees, attend
meetings of the Board or its validly constituted committees and
will, in addition, make its officers and employees available to
meet with the officers and employees of the Trust at least
quarterly and at other times upon reasonable notice, to review
the investments and investment program of the Account.
3. Portfolio Transaction and Brokerage. In placing orders for
portfolio securities with brokers and dealers, Portfolio Manager
shall seek to execute securities transactions on behalf of the
Account in such a manner that the total cost or proceeds in each
transaction is the most favorable under the circumstances.
Portfolio Manager may, however, in its discretion, direct orders
to brokers that provide to Portfolio Manager research, analysis,
advice and similar services, and Portfolio Manager may cause the
Account to pay to those brokers a higher commission than may be
charged by other brokers for similar transactions, provided that
Portfolio Manager determines in good faith that such commission
is reasonable in terms either of the particular transaction or
of the overall responsibility of the Portfolio Manager to the
Account and any other accounts with respect to which Portfolio
Manager exercises investment discretion, and provided further
that such practice is subject to review by the Trust's Board of
Trustees. Portfolio Manager shall not execute any portfolio
transactions for the Trust with a broker or dealer which is
an "affiliated person" of the Trust or Portfolio Manager,
including any other investment advisory organization that may,
from time to time act as a portfolio manager for the Portfolio
or any of the Trust's other Portfolios, except as permitted
under the Investment Company Act and rules promulgated
thereunder. The Trust shall provide a list of such affiliated
brokers and dealers to Portfolio Manager and will promptly
advise Portfolio Manager of any changes in such list.
4. Expenses and Compensation. Except for expenses specifically
assumed or agreed to be paid by the Portfolio Manager under
this Agreement, the Portfolio Manager shall not be liable for
any expenses of the Portfolio or the Trust, including, without
limitation: (i) interest and taxes; (ii) brokerage commissions
and other costs in connection with the purchase and sale of
securities or other investment instruments with respect to the
Portfolio; and (iii) custodian fees and expenses. For its
services under this Agreement, Portfolio Manager shall be
entitled to receive a fee, which fee shall be payable monthly
in arrears within 30 days after each month end. For so long as
the average daily net assets of the Account are greater than
200 million, the fee shall be at the annual rate of 0.20% of
the average daily net assets of the Account. If the average daily
net assets of the Account are reduced to 200 million or less due
to withdrawals or redemptions, beginning with the first calendar
quarter following the date on which such withdrawal or redemption
reduced such average daily net assets of the Account to 200
million or less, the fee shall be calculated based on average
daily net assets of the Account at the following annual rates.
0.40% on assets up to 25 million;
0.375% on assets from 25 million to 50 million;
0.3375 on assets from 50 million to 100 million;
0.25% on assets from 100 million to 200 million; and
0.20% on assets in excess of 200 million.
5. Limitation of Liability and Indemnification. (a) Portfolio
Manager shall not be liable for any error of judgment or mistake
of law or for any loss suffered by the Portfolio or the Trust in
connection with the matters to which this Agreement relates
including, without limitation, losses that may be sustained in
connection with the purchase, holding, redemption or sale of any
security or other investment by the Portfolio, except a loss to
the Account resulting from willful misfeasance, bad faith or
gross negligence on the part of Portfolio Manager in the
performance of its duties or from reckless disregard by it of
its duties under this Agreement.
(b) Notwithstanding the foregoing, Portfolio Manager expressly
agrees that the Trust may rely upon: (i) the Portfolio Manager's
current Form ADV; and (ii) information provided, in writing, by
Portfolio Manager to the Trust in accordance with Section 9 of
this Agreement or otherwise to the extent such information was
provided by Portfolio Manager for the purpose of inclusion in
SEC Filings, as hereinafter defined, provided that a copy of
eachSEC Filing is provided to Portfolio Manager: (i) at least
10 business days prior to the date on which it will become
effective, in the case of a registration statement; (ii) at
least 10 business days prior to the date upon which it is filed
with the SEC in the case of the Trust's semi-annual-report on
Form N-SAR or any shareholder report or proxystatement; or (iii)
at least 10 business days prior to first use, in the case of
any other SEC Filing. For purposes of this Section 5, "SEC
Filings" means the Trust's registration statement and amendments
thereto and any periodic reports relating to the Trust and its
Portfolios that are required by law to be furnished to
shareholders of the Trust and/or filed with the SEC.
(c) Portfolio Manager agrees to indemnify and hold harmless the
Trust and each of its Trustees, officers, employees and control
persons from any claims, liabilities and reasonable expenses,
including reasonable attorneys' fees (collectively, "Losses"),
to the extent that such Losses arise out of any untrue statement
of a material fact contained in an SEC Filing or the omission to
state therein a material fact necessary to make the statements
therein,in light of the circumstances under which they are made,
not materially misleading, if such statement or omission was made
in reliance upon the Portfolio Manager's current Form ADV or
written information furnished by the Portfolio Manager for the
purpose of inclusion in such SEC Filings or other appropriate
SEC Filings; provided that a copy of each SEC Filing was provided
to Portfolio Manager: (i) at least 10 business days prior to the
date on which it will become effective, in the case of a
registration statement; (ii) at least 10 business days prior
to the date upon which it is filed with the SEC in the case
of the Trust's semi-annual-report on Form N-SAR or any
shareholder report or proxy statement; or (iii) at least ten
business days prior to first use, in the case
of any other SEC Filing.
(d) In the event that a legal proceeding is commenced against the
Trust on the basis of claims for which the Portfolio Manager
would, if such claims were to prevail, be required to indemnify
the Trust pursuant to Section 5(c) above,Portfolio Manager will,
at its expense, provide such assistance as the Trust may
reasonably request in preparing the defense of the such claims
(including by way of example making Portfolio Manager's personnel
available for interview by counsel for the Trust, but specifically
not inducing retention or payment of counsel to defend such claims
on behalf of the Trust, provided that counsel reasonably
acceptable to Portfolio Manager is retained by the Trust);
provided that the Portfolio Manager will not be required to pay
any Losses of the Trust except to the extent itmay be required to
do so under Section 5(c) above.
(e) The indemnification obligations set forth in Section 5 (c)
shall not apply unless: (i) the statement or omission in
question accurately reflects information provided to the Trust in
writing by the Portfolio Manager; (ii) the statement or omission
in question was made in an SEC Filing in reliance upon written
information provided to the Trust by the Portfolio Manager
specifically for use in such SEC Filing; (iii) the Portfolio
Manager was afforded the opportunity to review the statement (or
the omission was identified to it) in connection with the 10
business day review requirement set forth in Section 5(b) above;
and (iv) upon receipt by the Trust of any notice of the
commencement of any action or the assertion of any claim to which
the indemnification obligations set forth in Section 5(c) may
apply, the Trust notifies the Portfolio Manager, within 30 days
and in writing, of such receipt and provides to Portfolio Manager
the opportunity to participate in the defense and/or settlement
of any such action or claim.
Further, Portfolio Manager will not be required to indemnify any
person under this Section 5 to the extent that Portfolio Manager
relied upon statements or information furnished to the Portfolio
Manager, in writing, by any officer, employee or Trustee of the
Trust, or by the Trust's custodian, administrator or accounting
agent or any other agent of the Trust, in preparing written
information provided to the Trust and upon which the Trust
relied inpreparing the SEC Filing(s) in question.
(f) The Portfolio Manager shall not be liable for: (i) any acts
of any other portfolio manager to the Portfolio or the Trust
with respect to the portion of the assets of the Portfolio or
the Trust not managed by the Portfolio Manager; and (ii) acts
of the Portfolio Manager which result from acts of the Trust,
including, but not limited to, a failure of the Trust to provide
accurate and current information with respect to the investment
objectives, policies, or restrictions applicable to the Portfolio,
actions of the Trustees, or any records maintained by Trust or
any other portfolio manager to the Portfolio. The Trust agrees
that, to the extent the Portfolio Manager complies with the
investment objectives, policies, and restrictions applicable to
the Portfolio as provided to the Portfolio Manager by the Trust,
and with laws, rules, and regulations applicable to the Portfolio
(including, without limitation, any requirement to manage the
Portfolio in a manner designed to comply with Subchapter M of the
Code) in the management of the assets of the Portfolio
specifically committed to management by the Portfolio Manager,
without regard to any other assets or investments of the
Portfolio, Portfolio Manager will be conclusively presumed for
all purposes to have met its obligations under this Agreement to
act in accordance with the investment objectives,polices, and
restrictions applicable to the Portfolio and with laws, rules,
and regulations applicable to the Portfolio, it being the
intention that for this purpose the assets committed to
management by the Portfolio Manager shall be considered a
separate and discrete investment portfolio from any other assets
of the Portfolio; without limiting the generality of the
foregoing, the Portfolio Manager will have no obligation to
inquire into, or to take into account, any other investments of
the Portfolio in making investment decisions under this Agreement.
In no event shall the Portfolio Manager or any officer, director,
employee, or agent or the Portfolio Manager have any liability
arising from the conduct of the Trust and any other portfolio
manager with respect to the portion of the Portfolio's assets not
allocated to the Portfolio Manager.
6. Permissible Interest. Subject to and in accordance with the
Trust's Declaration of Trust and Bylaws and corresponding
governing documents of Portfolio Manager, Trustees, officers,
agents and shareholders of the Trust may have an interest in the
Portfolio Manager as officers, directors, agents and/or
shareholders or otherwise. Portfolio Manager may have similar
interests in the Trust. The effect of any such
interrelationships shall be governed by said governing documents
and the provisions of the Investment Company Act.
7. Duration, Termination and Amendments. This Agreement shall
become effective as of the date first written above and shall
continue in effect thereafter for two years. This Agreement shall
continue in effect fromyear to year thereafter for so long as its
continuance is specifically approved, at least annually, by: (i)
a majority of the Board of Trustees or the vote of the holders of
a majority of the Portfolio's outstanding voting securities; and
(ii) the affirmative vote, cast in person at a meeting called for
the purpose of voting on such continuance, of a majority of those
members of the Board of Trustees ("Independent Trustees") who are
not "interested persons" of the Trust or any investment adviser
to the Trust.
This Agreement may be terminated by the Trust or by Portfolio
Manager at any time and without penalty upon sixty days written
notice to the other party, which notice may be waived by the
party entitled to it. This Agreement may not be amended except
by an instrument in writing and signed by the party to be bound
thereby provided that if theInvestment Company Act requires that
such amendment be approved by the vote of the Board, the
Independent Trustees and/or the holders of the Trust's or the
Portfolio's outstanding shareholders, such approval must
be obtained before any such amendment may become effective.
This Agreement shall terminate upon its assignment. For purposes
of this Agreement, the terms "majority of the outstanding voting
securities," "assignment" and "interested person" shall have the
meanings set forth in the Investment Company Act.
8. Confidentiality; Use of Name. Portfolio Manager and the Trust
acknowledge and agree that during the term of this Agreement the
parties may have access to certain information that is
proprietary to the Trust or Portfolio Manager, respectively (or
to their affiliates and/or service providers). The parties agree
that their respective officers and employees shall treat all
such proprietary information as confidential and will not use or
disclose information contained in, or derived from such material
for any purpose other than in connection with the carrying out
of their responsibilities under this Agreement and the management
of the Trust's assets, provided, however, that this shall not
apply in the case of: (i) information that is publicly available;
and (ii) disclosures required by law or requested by any
regulatory authority that may have jurisdiction over Portfolio
Manager or the Trust, as the case may be, in which case such
party shall request such confidential treatment of such
information as may be reasonably available. In addition, each
party shall use its reasonable efforts to ensure that its agents
or affiliates who may gain access to such proprietary information
shall be made aware of the proprietary nature and shall likewise
treat such materials as confidential.
It is acknowledged and agreed that the names "▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇,"
"▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Chief Investment Officers"(which is a
registered trademark of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ & Co., LLC ("HCC")),
"HC Capital" and any derivative of any of them, as well as any
logo that is now or shall later become associated with such
names ("Marks") are valuable property ofHCC and that the use of
the Marks, or anyone of them, by the Trust or its agents is
subject to the license granted to the Trust by HCC. Portfolio
Manager agrees that, other than for the purpose of complying
with regulatory requirements, it will not use any ▇▇▇▇ without
the prior written consent of the Trust. Portfolio Manager
consents to use of its name, performance data, biographical
data and other pertinent data, and the Fort Washington Marks
(as defined below), by the Trust for use in marketing and sales
literature, provided that any such marketing and sales literature
shall not be used by the Trust without the prior written consent
of Portfolio Manager, which consent shall not be unreasonably
withheld. The Trust shall have full responsibility for the
compliance by any such marketing and sales literature with all
applicable laws, rules, and regulations, and Portfolio
Manager will have no responsibility or liability therefor.
It is acknowledged and agreed that the name "Fort Washington
Investment Advisors, Inc." and any portion or derivative thereof,
as well as any logo that is now or shall later become associated
with the name ("Fort Washington Marks"), are valuable property
of the Portfolio Manager and that the use of the Fort Washington
Marks by the Trust or its agents is permitted only so long as this
Agreement is in place. The provisions of this Section 8 shall
survive termination of this Agreement.
9. Representation, Warranties and Agreements of Portfolio Manager.
Portfolio Manager represents and warrants that:
(a) It is registered as an investment adviser under the Investment
Advisers Act of 1940, as amended ("Investment Advisers Act"),
it will maintain such registration in full force and effect and
will, consistent with its obligations under Regulation FD, promptly
report to the Trust the existence of any litigation or proceeding
that, in the event of an adverse outcome, cause the Portfolio
Manager to become ineligible to serve as an investment adviser to
a registered investment company under Section 9 of the Investment
Company Act.
(b) Portfolio Manager understands that the Trust is subject to
various regulations under the Investment Company Act which require
that the Board review and approve various procedures adopted by
portfolio managers and may also require disclosure regarding the
Board's consideration of these matters in various documents
required to be filed with the SEC. Portfolio Manager represents
that it will, upon reasonable request of the Trust, provide to the
Trust information regarding all such matters including, but not
limited to, codes of ethics required by Rule l7j-l under the
Investment Company Act and compliance procedures required by Rule
206(4)-7 under the Investment Advisers Act, as well as
certifications that, as contemplated under Rule 38a-l under the
Investment Company Act, Portfolio Manager has implemented a
compliance program that is reasonably designed to prevent
violations of the federal securities laws by the Portfolio
Manager with respect to those services provided pursuant to this
Agreement. Portfolio Manager acknowledges that the
Trust may, in response to regulations or recommendations issued
by the SEC or other regulatory agencies, from time to time,
request additional information regarding the personal securities
trading of its directors, partners, officers and employees and
the policies of Portfolio Manager with regard to such trading.
Portfolio Manager agrees that it make reasonable efforts to
respond to the Trust's reasonable requests in this area.
(c) Upon request of the Trust, Portfolio Manager shall promptly
supply the Trust with any information concerning Portfolio Manager
and its stockholders, employees and affiliates that the Trust
may reasonably require in connectionwith the preparation of its
registration statements, proxy materials, reports and other
documents required, under applicable state or Federal laws, to be
filed with state or Federal agencies and/or provided to
shareholders of the Trust.
10. Status of Portfolio Manager. The Trust and Portfolio Manager
acknowledge and agree that the relationship between Portfolio
Manager and the Trust is that of an independent contractor and
under no circumstances shall any employee of Portfolio Manager be
deemed an employee of the Trust or any other organization that the
Trust may, from time to time, engage to provide services to the
Trust, its Portfolios or its shareholders. The parties also
acknowledge and agree that nothing in this Agreement shall be
construed to restrict the right of Portfolio Manager or its
affiliates to perfonn investment management or other services to
any person or entity, including without limitation, other
investment companies and persons who may retain Portfolio Manager
to provide investment management services and the perfonnance of
such services shall not be deemed to violate or give rise to any
duty or obligations to the Trust.
11. Counterparts and Notice. This Agreement may be executed in
one or more counterparts, each of which shall be deemed to be an
original. Any notice required to be given under this Agreement
shall be deemed given when received,in writing addressed and
delivered, by certified mail, by hand or via overnight delivery
service as
follows:
If to the Trust:
If to Portfolio Manager:
▇▇▇▇▇▇ ▇. ▇▇▇▇, Vice President
HC Capital Trust
Five Tower Bridge, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
12. Miscellaneous. The captions in this Agreement are included
for convenience of reference only and in no way define or delimit
any of the provisions hereof or otherwise affect their
construction or effect. If any provision of this Agreement shall
be held or made invalid by a court decision, statute, rule or
otherwise, the remainder of this Agreement shall not be affected
thereby. This Agreement shall be binding upon and shall inure to
the benefit of the parties hereto and their respective successors
and shall be governed by the law of the State of Delaware
provided that nothing herein shall be construed as inconsistent
with the Investment Company Act or the Investment Advisers Act.
The Trust acknowledges receipt of Part II of Portfolio Manager's
Fonn ADV, copies of which have been provided to the Trust's
Board of Trustees.
Portfolio Manager is hereby expressly put on
notice of the limitations of shareholder and Trustee liability
set forth in the Declaration of Trust of the Trust and agrees
that obligations assumed by the Trust pursuant to this Agreement
shall be limited in all cases to the assets of the Portfolio.
Portfolio Manager further agrees that it will not seek
satisfaction of any such obligations from the shareholders or
any individual shareholder of the Trust, or from the Trustees of
the Trust or any individual Trustee of the Trust.
IN WITNESS WHEREOF, the parties hereto have caused this
agreement to be executed by their officers thereunto duly
authorized as of the day and year first written above.
HC CAPITAL TRUST
Fort Washington Investment Advisors, Inc.