PORTFOLIO MANAGEMENT AGREEMENT
For HC Capital Trust Institutional International Equity Portfolio
AGREEMENT made this 12th day of March, 2014, between Artisan Partners
Limited Partnership, a limited partnership organized under the laws of
Delaware ("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;
WHEREAS, the Trust desires to retain the Portfolio Manager to provide a
continuous program of investment management to that portion of HC Capital
Trust Institutional International Equity 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; and
WHEREAS, this Agreement replaces a prior portfolio management agreement that
terminated because of a change of control of the Portfolio Manager;
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 Xxxxxx Xxxxxxxxx & Co.,
Inc., 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 to
ensure compliance with the various limitations on investments applicable to
the Portfolio and to 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 use its best
efforts 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 the extent and continuation of any 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 Combined Assets (as defined below) are greater than
$500 million, the fee shall be at the annual rate of 0.47% of the average
daily net assets of the Account. If the Combined Assets are reduced to
$500 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 Combined Assets to $500 million or less, the fee
shall be calculated based on average daily net assets of the Account at the
following annual rates.
0.80% on assets up to $50 million; and
0.60% on assets in excess of $50 million.
For purposes of this Section 4, the term "Combined Assets" shall mean the
sum of: (a) the net assets in the Account; and (b) the net assets of
HC Capital Trust International Equity Portfolio of the HC Capital Trust
managed by Portfolio Manager.
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 Trust on behalf of the
Portfolio, except a loss 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
Securities and Exchange Commission.
(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 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 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 the Portfolio Manager did not object to
the statement or omission in question or, if it did so object, the Trust
incorporated revisions acceptable to the Portfolio Manager; 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.
(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 requirements relating to
the qualification of the Account as a regulated investment company under
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, partner, 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,
partner, 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 or
if none is available, shall notify the other party of the request (unless
such notice is prohibited by law) so that at its discretion the other party
may obtain at its own expense a court order quashing or limiting such
disclosures. 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 "Xxxxxx Xxxxxxxxx," "Xxxxxx
Xxxxxxxxx Chief Investment Officers" (which is a registered trademark of
Xxxxxx Xxxxxxxxx & Co., Inc. ("HCCI")), and any derivative of either, as
well as any logo that is now or shall later become associated with either
name ("Marks") are valuable property of HCCI and that the use of the Marks,
or any one of them, by the Trust or its agents is subject to the license
granted to the Trust by HCCI. Portfolio Manager agrees that it will not use
any Xxxx 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 Artisan 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 "Artisan Partners Limited
Partnership" and any portion or derivative thereof, as well as any logo that
is now or shall later become associated with the name ("Artisan Marks"), are
valuable property of the Portfolio Manager and that the use of the Artisan
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 promptly report to the Trust
the commencement of any formal proceeding that could render the Portfolio
Manager 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 17j-1 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-1 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 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 will 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 its affiliates to perform
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
performance 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:
Xxxxxx X. Xxxx
HC Capital Trust
Five Tower Bridge, 000 Xxxx Xxxxxx Xxxxx, Xxxxx 000
Xxxx Xxxxxxxxxxxx, XX 00000
If to Portfolio Manager:
Artisan Partners Limited Partnership
Attn: General Counsel
000 X. Xxxxxxxxx Xxx., Xxxxx 000
Xxxxxxxxx, XX 00000
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 Portfolio Manager's Form ADV, copies of
which have been provided to the Trust's Board of Trustees. The Portfolio
Manager represents that it will notify the Trust of any change in the
membership of the Portfolio Manager within a reasonable time after any such
change. Delivery of the Portfolio Manager's Form ADV shall be deemed to
satisfy such notice requirement.
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.
ATTEST: Artisan Partners Limited Partnership
By: /s/ Xxxxx X. Xxxxxx, Xx.
Xxxxx X. Xxxxxx, Xx.
Vice President & Assistant Secretary
ATTEST: HC Capital Trust
(on behalf of HC Capital Trust International Equity Portfolio)
By: /s/ Xxxxxxx Xxxxxxx
Xxxxxxx Xxxxxxx
VP & Treasurer
