AMENDMENT TO THE AGENCY AGREEMENT
AMENDMENT TO THE
THIS AMENDMENT made as of the 27th day of April 2020 (the “Amendment”) hereby amends the Global Securities Lending Agency Agreement (the “Agency Agreement”) dated as of May 30, 2014, between HC Capital Trust (the “Lender”) and Citibank, National Association (“Agent”) (collectively, the “Parties”). All capitalized terms used but not defined herein shall have the meaning given to them in the Agency Agreement.
WHEREAS, the Lender wish to amend the Agency Agreement to add funds available for lending and revise the Tax Matrix; and
NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the Parties hereby agree as follows:
| 1. | Exhibit A |
Exhibit A to the Agency Agreement is hereby deleted in its entirety and replaced with the Amended Exhibit A attached hereto.
| 2. | Annex 1 to Schedule VII |
Annex I to Schedule VII of the Agency Agreement is hereby deleted in its entirety and replaced with the Amended Annex I to Schedule VII attached hereto.
| 3. | Miscellaneous |
| (a) | This Amendment supplements and amends the Agency Agreement. The provisions set forth in this Amendment supersede all prior negotiations, understandings and agreements bearing upon the subject matter covered herein, including any conflicting provisions of the Agency Agreement or any provisions of the Agency Agreement that directly cover or indirectly bear upon matters covered under this Amendment. |
| (b) | Each reference to the Agency Agreement in that document and in every other agreement, contract or instrument to which the Parties are bound, shall hereafter be construed as a reference to the Agency Agreement as separately amended by this Amendment. Except as provided in this Amendment, the provisions of the Agency Agreement remain in full force and effect. No amendment or modification to this Amendment shall be valid unless made in writing and executed by each party hereto. |
| (c) | Paragraph headings in this Amendment are included for convenience only and are not to be used to construe or interpret this Amendment. |
| (d) | This Amendment may be executed in counterparts, each of which shall be an original but all of which, taken together, shall constitute one and the same agreement. |
IN WITNESS WHEREOF, the Parties hereto have caused this Amendment to be duly executed all as of the day and year first above written.
| Citibank, N.A., as Agent | HC Capital Trust, as Lender | |||||||
| By: | /s/ Xxxxxxx Xxxxxxxxx | By: | /s/ Xxxx Xxxxxxxx | |||||
| Name: | Xxxxxxx Xxxxxxxxx | Name: | Xxxx Xxxxxxxx | |||||
| Title: | Director | Title: | Assistant Treasurer | |||||
| Date: | 4/27/2020 | Date: | April 27, 2020 | |||||
AMENDED Exhibit A
(Amended as of April 27, 2020)
to the Global Securities Lending Agency Agreement,
Between CITIBANK, N.A., As the Agent
and the Lender
LIST OF DESIGNATED HC CAPITAL TRUST ACCOUNTS*
1. No more than 5% of aggregate HCT fund assets should be lent at any time.
2. No more than 10% of the assets of any one of the Designated Accounts should be lent at any time.
3. Only securities with spread of 100 bps or more should be lent.
*See List Of Designated Accounts below:
| Portfolio Name |
Manager Name |
STT Account # |
Tax ID | |||
| The Value Equity Portfolio | 00-0000000 | |||||
| Parametric Portfolio Associates LLC | 00XX | |||||
| Xxxx Xxxxxx Capital Management LLC | 19VS | |||||
| The Growth Equity Portfolio | 00-0000000 | |||||
| Xxxxxxxx Associates LLC | 11VA | |||||
| Parametric Portfolio Associates LLC | 00XX | |||||
| Xxxx Xxxxxx Capital Management LLC | 19VU | |||||
| Institutional U.S. Equity Portfolio (f/k/a Institutional Growth Equity Portfolio) | 00-0000000 | |||||
| Xxxxxxxx Associates LLC | 12V1 | |||||
| Mellon Corporation | 00XX | |||||
| Xxxxxx-XXXX Low Vol Factor Index | 12XB | |||||
| Mellon Four Corner Factor Strategy | 12XA | |||||
| Mellon Investments Corporation | 00XX | |||||
| Xxxx Xxxxxx | 00XX | |||||
| XXXX-Xxxxx Factor | 19VQ | |||||
| Wellington | 12WB | |||||
| Frontier | 12WA | |||||
| The Small Capitalization—Mid Capitalization Equity Portfolio | 00-0000000 | |||||
| Frontier Capital Management Company, LLC | 11VG | |||||
| Xxxxx Investment Management | 14VL | |||||
| Ariel Investments | 15VN | |||||
| Parametric Portfolio Associates, LLC | 17V5 | |||||
| Parametric Portfolio Associates LLC | 19VF | |||||
| The Commodity Returns Strategy Portfolio | 00-0000000 | |||||
| Wellington Management Company, LLP (Cash) | 14VE | |||||
| Mellon Corporation | 14VQ | |||||
| Wellington Management Company, LLP (CFC) | 12VQ | |||||
| Parametric Portfolio Associates LLC | 19VA | |||||
| The International Equity Portfolio | 00-0000000 | |||||
| Causeway Capital Management LLC | 11V6 | |||||
| Artisan Partners Limited Partnership | 11VL | |||||
| Cadence Capital Management | 14V6 | |||||
| Parametric Portfolio Associates LLC | 19VE | |||||
| The Institutional International Equity Portfolio | 00-0000000 | |||||
| Causeway Capital Management LLC | 12VD | |||||
| Artisan Partners Limited Partnership | 12VA | |||||
| Cadence Capital Management | 14V7 | |||||
| Lazard | 14VS | |||||
| City of London Investment Management Company, Ltd. | 17WL | |||||
| The Emerging Markets Portfolio | 00-0000000 | |||||
| Mellon Corporation | 14V5 | |||||
| RBC Global Asset Management (UK) Limited | 17WJ | |||||
| Parametric Portfolio Associates LLC | 19VB | |||||
| The Core Fixed Income Portfolio | 00-0000000 | |||||
| Agincourt Capital Management LLC | 14VB | |||||
| Mellon Corporation | 14VD | |||||
| Mellon Corporation | 14VA | |||||
| The Fixed Income Opportunity Portfolio | 00-0000000 | |||||
| Fort Washington Investment Advisors, Inc. | 15VB | |||||
| Parametric Portfolio Associates, LLC | 17WD | |||||
| Western Asset Management Company, Ltd. | 16V1 | |||||
| The US Corporate Fixed Income Securities Portfolio | 00-0000000 | |||||
| Agincourt Capital Management LLC | 12VX | |||||
| The ESG Growth Portfolio | 00-0000000 | |||||
| Parametric Portfolio Associates, LLC | 17WE | |||||
| Mellon Investments Corporation | 17VJ | |||||
| RBC Global Asset Management (UK) Limited | 19VR | |||||
| The Catholic SRI Growth Portfolio | 00-0000000 | |||||
| Cadence Capital Management | 17VW | |||||
| Parametric Portfolio Associates, LLC | 17WF |
| Mellon Corporation | 17VU | |||||
| The Institutional Value Equity Portfolio* | 00-0000000 | |||||
| Mellon Value Index | 17WN | |||||
| Mellon Investment Corporation | 19VM | |||||
| PIMCO RAFI US Multi-Factor | 19VP | |||||
| The Institutional Small Capitalization Mid Capitalization Equity Portfolio* | 00-0000000 | |||||
| Frontier Capital Management Company, LLC | 12V6 | |||||
| Xxxxx Investment Management/Small-Mid Cap Advisory Research | 14VM | |||||
| Mellon Corporation | 14VW | |||||
| The Real Estate Securities Portfolio* | 00-0000000 | |||||
| Wellington Management Company, LLP | 12V0 | |||||
| * These portfolios will be inactive following the May 2020 consolidation event | ||||||
To the extent the custodian listed above is not Citibank, N.A., the Lender agrees to give irrevocable instructions to the applicable custodian substantially in the form of those set out in Annex 1 to this Exhibit A.
| CITIBANK, N.A., as Agent | HC Capital Trust, as Lender | |||||||
| By: | /s/ Xxxxxxx Xxxxxxxxx | By: | /s/ Xxxx Xxxxxxxx | |||||
| Name: Xxxxxxx Xxxxxxxxx | Name: Xxxx Xxxxxxxx | |||||||
| Title: Director | Title: Assistant Treasurer | |||||||
Dated as of: 4/27/2020
AMENDED
Annex I to Schedule VII to
Securities Lending Agency Agreement
(Amended as of April 27, 2020)
Summary of Minimum Manufactured Dividend Requirements (Tax Matrix)
Lender Name: HC Capital Trust
The following Matrix provides the minimum manufactured dividend requirements for the client (including any tax reclaim). The Matrix is based on the assumption that all relevant documentation is in place and where applicable the beneficial owner can benefit from the relevant double tax treaty (‘DTT’) in place.
| AUSTRALIA (Franked) |
100.00 | % | ||||
| AUSTRALIA (Unfranked) |
85.00 | % | ||||
| AUSTRIA |
85.00 | % | ||||
| BELGIUM |
85.00 | % | ||||
| CANADA |
85.00 | % | ||||
| CHINA/CHINA H Shares |
90.00 | % | ||||
| CZECH REPUBLIC |
85.00 | % | ||||
| DENMARK |
85.00 | % | ||||
| FINLAND |
85.00 | % | ||||
| FRANCE |
85.00 | % | ||||
| GERMANY |
85.00 | % | ||||
| GREECE |
95.00 | % | ||||
| GREECE (REITS) |
100.00 | % | ||||
| IRELAND |
100.00 | % | ||||
| IRELAND (REITS) |
85.00 | % | ||||
| ISRAEL |
75.00 | % | ||||
| ITALY |
85.00 | % | ||||
| JAPAN |
90.00 | % | ||||
| KOREA (South) |
78.00 | % | ||||
| LUXEMBOURG |
85.00 | % | ||||
| MEXICO |
90.00 | % | ||||
| MEXICO (REITS) |
70.00 | % | ||||
| NETHERLANDS |
85.00 | % | ||||
| NEW ZEALAND (Franked & Unfranked) |
85.00 | % | ||||
| NORWAY |
75.00 | % | ||||
| PHILIPPINES |
70.00 | % | ||||
| POLAND |
85.00 | % | ||||
| POLAND (ADRS) |
81.00 | % | ||||
| PORTUGAL |
85.00 | % | ||||
| SINGAPORE |
100.00 | % | ||||
| SINGAPORE (REITS) |
90.00 | % | ||||
| SOUTH AFRICA |
85.00 | % | ||||
| SPAIN |
85.00 | % |
| SWEDEN |
85.00 | % | ||||
| SWITZERLAND |
85.00 | % | ||||
| THAILAND |
90.00 | % | ||||
| TURKEY |
85.00 | % | ||||
| TURKEY (REITS) |
100.00 | % | ||||
| UNITED KINGDOM |
100.00 | % | ||||
| UNITED KINGDOM (REITS) |
85.00 | % | ||||
| UNITED STATES |
100.00 | % |
Notes to the Matrix
| (i) | General assumptions: The following general assumptions are made in respect of the lender of the securities. |
| (1) | Lenders are portfolio investors in equities (which as a general rule, implies a holding of less than 10% of the issued share capital of the investment company); |
| (2) | The lender of securities is able to benefit from the relevant DTT (if available); |
| (3) | The lender of securities has all requisite documentation in place to benefit from both local domestic reductions/exemptions and from all DTT reductions/exemptions (if applicable). |
| (ii) | Country specific assumptions/notes |
| (1) | Australia |
No withholding tax applies to fully imputed (franked) dividends. Unfranked dividends attract withholding tax at the rate of 30% on the unfranked portion or as reduced under a DTT. Partially franked dividends can attract different rates of withholding tax depending on the portion of dividend franked.
| (2) | Singapore |
There is no withholding tax on Singapore dividends. Effective 1 January 2003, Singapore moved from an imputation system (“franking system”) to a “one-tier” system in which dividends are subject to a final tax at the corporate level and are exempt from further tax in the hands of resident and non-resident shareholders.
| (3) | United Kingdom |
There is no withholding tax on United Kingdom dividends. A tax credit equal to 10% of the sum of the dividend plus the tax credit (or I/9th of net dividend) applies to all dividends paid. There is no refund of the tax credit available. The above assumes that the securities lender does not control directly or indirectly, at least 10% of the voting power in the company paying the dividends.
| Agreed by Client: | /s/ Xxxx Xxxxxxxx | |
| Name: Xxxx Xxxxxxxx | ||
| Title: Assistant Treasurer | ||
Date: 4/27/2020
Important - Disclaimer
The Securities Finance Matrix (the Matrix) and the associated notes have been compiled by the Citigroup Corporate Tax Department. The Matrix and notes are provided as a guide to the minimum manufactured dividend/interest coupon requirements (as the case may be) for a holder of securities wishing to lend securities to another person (the counter-party). In every case we stress the need for clients to obtain specific tax advice. The information contained herein should under no circumstances be relied upon and readers should not make investment decisions based on the information provided herein. Whilst every effort has been made to independently verify each rate in the Matrix and each statement made in the notes, Citigroup or any of its subsidiaries or affiliates accept no responsibility of the accuracy or completeness of the information contained herein. The Matrix and notes were assembled as at April 15, 2020 and, unless otherwise indicated, are based on information available at that time.
IRS Circular 230 Disclosure: Citigroup, Inc., its affiliates, and its employees are not in the business of providing tax or legal advice to any taxpayer outside of Citigroup. Inc. and its affiliates. This email and any attachments are not intended or written to be used, and cannot be used or relied upon, by any such taxpayer for the purpose of avoiding tax penalties. Any such taxpayer should seek advice based on the taxpayer’s particular circumstances from an independent tax advisor.
