HC Capital Trust Institutional Value Equity Portfolio Amendment No. 1 to the Portfolio Management Agreement
HC Capital Trust Institutional Value Equity Portfolio
Amendment No. 1 to the Portfolio Management Agreement
Amendment, made as of December 12, 2018, to the Portfolio Management Agreement dated August 2, 2013 (the “Agreement”) between the HC Capital Trust, an investment company registered under the Investment Company Act of 1940 as an open-end, series, management investment company, and BNY Mellon Asset Management North America Corporation (“Portfolio Manager”). All capitalized terms used in this Amendment and not defined herein shall have the same meaning ascribed to them in the Agreement. Except as specifically set forth herein, all other provisions of the Agreement shall remain in full force and effect.
WHEREAS, Portfolio Manager provides day-to-day portfolio management services to a portion of the HC Capital Trust Institutional Value Equity Portfolio (“Portfolio”), a separate series of the Trust, pursuant to the Agreement; and
WHEREAS, the Trust and the Portfolio Manager have agreed to amend the Agreement in a manner that will modify the fees payable to the Portfolio Manager, as more fully set forth herein, and the Trust has determined that such amendment is in the interests of the shareholders of the Portfolio;
NOW, THEREFORE, the parties hereby agree to the following;
| (i) | Section 4 of the Agreement will be replaced in its entirety by the following: |
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 assets allocated to an Index Strategy (as defined below), for so long as the Combined Assets (as defined below) are greater than $2 billion, the fee shall be at the annual rate of 0.04% of the average daily net assets of the Account. If the Combined Assets are reduced to $2 billion or less due to withdrawals or redemptions, beginning with the start of the first calendar year following the date on which such withdrawal or redemption reduced such Combined Assets to $2 billion or less, the fee shall be calculated based on average daily net assets of the Account at annual rate of 0.065%.
For assets allocated to a Factor Strategy (as defined below), for so long as the Combined Assets (as defined below) are greater than $2 billion, the fee shall be at the annual rate of 0.065% of the average daily net assets of the Account. If the Combined Assets are reduced to $2 billion or less due to withdrawals or redemptions, beginning with the start of the first calendar year following the date on which such withdrawal or redemption reduced such Combined Assets to $2 billion or less, the fee shall be calculated based on average daily net assets of the Account at annual rate of 0.075%.
For assets allocated to a U.S. Multi-Factor Strategy (as defined below), for so long as the Combined Assets (as defined below) are greater than $2 billion, the fee shall be at the annual rate of 0.08% of the average daily net assets of the Account. If the Combined Assets are reduced to $2 billion or less due to withdrawals or redemptions, beginning with the start of the first calendar year following the date on which such withdrawal or redemption reduced such Combined Assets to $2 billion or less, the fee shall be calculated based on average daily net assets of the Account at annual rate of 0.10%.
For purposes of this Section 4, the following definitions shall apply:
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“Index Strategy” shall mean a portfolio wherein the Portfolio Manager seeks to approximate, over the long term, the performance of a specific market index.
“Factor Strategy” shall mean a portfolio wherein the Portfolio Manager seeks to implement a strategy developed by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ & Co. or an affiliate with the objective of obtaining exposure to one or more factors such as value or quality within the U.S. equity markets.
“U.S. Multi-Factor Strategy” shall mean a portfolio wherein the Portfolio Manager seeks to implement a proprietary strategy developed by the Portfolio Manager that seeks to obtain a targeted exposure to multi-factor equity model factors such as value, momentum, and low volatility within the U.S. equity markets.
“Combined Assets” shall mean the sum of: (a) the net assets of The Value Equity Portfolio, The Institutional Value Equity Portfolio, The Growth Equity Portfolio, The Institutional Growth Equity Portfolio, The Small Capitalization-Mid Capitalization Equity Portfolio, The Institutional Small Capitalization-Mid Capitalization Equity Portfolio, The Real Estate Securities Portfolio, The Commodity Returns Strategy Portfolio, The International Equity Portfolio, The Institutional International Equity Portfolio and The Emerging Markets Portfolio of the Trust (collectively, the “Trust Portfolios”) managed by Portfolio Manager; and (b) the net assets of each other investment advisory account for which HC Capital Solutions or one of its affiliates serves as investment adviser and for which Portfolio Manager provides portfolio management services using the strategies employed in the Trust Portfolios.
(ii) Name Change. As of January 2, 2019 (the “Renaming Date”), BNY Mellon Asset Management North America Corporation will be renamed Mellon Investments Corporation. The parties acknowledge and agree that as of the Renaming Date, all references to Portfolio Manager in this Agreement shall be references to Mellon Investments Corporation.
This Amendment may be executed in any number of counterparts by the parties hereto (including facsimile transmission), each of which counterparts when so executed shall constitute an original, but the counterparts when together shall constitute the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed and delivered by their respective duly authorized representatives as of the date first above written.
| /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇ |
| By: ▇▇▇▇ ▇▇▇▇▇▇▇▇ |
| Title: Assistant Treasurer |
| BNY MELLON ASSET MANAGEMENT NORTH AMERICA CORPORATION |
| /s/ ▇▇▇▇ ▇▇▇▇▇▇▇-▇▇▇▇▇ |
| By: ▇▇▇▇ ▇▇▇▇▇▇▇-▇▇▇▇▇ |
| Title: Managing Director |
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