PORTFOLIO MANAGEMENT AGREEMENT
For The Institutional International Equity Portfolio
AGREEMENT made this 23rd day of September, 2011, between Lazard Asset
Management LLC, a limited liability company 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; 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
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;
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 Xxxxxx Xxxxxxxxx
& 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 Managers
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
31 a-I (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 Trusts
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
at the annual rate of 0.45% of the first $100 million of the average
daily net assets of the Account, 0.40% of the next $150 million of such
assets and 0.375% on all such assets in excess of $250 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 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
wowin 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 Trusts 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. (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 Trusts or the Portfolios outstanding shareholders, such a
pproval 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 Xxxxxx Xxxxxxxxx, Xxxxxx
Xxxxxxxxx Chief Investment Officers (which is a registered trademark
of Xxxxxx Xxxxxxxxx & 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 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 Lazard Marks (as defmed 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 therefore.
It is acknowledged and agreed that the name Lazard Asset Management LLC
and any portion or derivative thereof, as well as any logo that is
now or shall later become associated with the name (Lazard Marks), are
valuable property of the Portfolio Manager and that the use of the
Lazard 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, casue 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 Boards
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 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:
If to Portfolio Manager:
Xxxxxx X. Xxxx, Vice President
HC Capital Trust
Five Tower Bridge, 000 Xxxx Xxxxxx Xxxxx, Xxxxx 000
Xxxx Xxxxxxxxxxxx, XX 00000
Xxxxxx X. Xxxx, Managing Director and General Counsel
Lazard Asset Management LLC
00 Xxxxxxxxxxx Xxxxx
00xx Xxxxx
Xxx Xxxx, 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 Part II of Portfolio Managers
Form ADV, copies of which have been provided to the Trusts 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
Lazard Asset Management LLC
