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, that Portfolio 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.
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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 each
SEC 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 proxy
statement; 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 10 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 it
may 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 in
preparing the SEC Filing(s) in question.
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(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 from
year 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 the
Investment 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.
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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
connection
with 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
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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.
Fort Washington Investment Advisors, Inc.
HC CAPITAL TRUST