Amendment to Fee Waiver Agreement
This Amendment to the Fee Waiver Agreement shall be effective as of
October 1, 2012
Whereas, and AllianceBernstein, L.P., a limited partnership organized
under the laws of Delaware ("Portfolio Manager"), provides portfolio
management services to HC Capital Trust (formerly The Xxxxxx Xxxxxxxxx
Trust) ("Trust") pursuant to the terms of two Portfolio Management
Agreements, each dated December 5, 2008 (the "Agreements"); and
WHEREAS, there is currently in effect a Fee Waiver Agreement between
Portfolio Manager and the Trust, the term of which agreement is October
1, 2011 through September 30, 2012; and
WHEREAS, the parties have agreed to extend the term of such agreement
for a period of an additional twelve months, and
NOW, THEREFORE, in consideration of the promises and covenants set forth
herein and intending to be legally bound hereby, the parties agree as follows:
1. The term of the Fee Waiver Agreement be extended until September 30, 2013.
Until such date, the Portfolio Manager agrees that it will continue to waive
that portion of the fee to which it is entitled under the Agreements that
exceeds 0.31% of each Portfolio's average daily net asset value of the
Combined Assets.
2. All capitalized terms used in the Fee Waiver Amendment, as amended hereby,
shall have the same meaning ascribed to them in the Agreements. Except as
specifically set forth in the Fee Waiver Agreement, as amended hereby, all
other provisions of the Agreements shall remain in full force and effect.
3. This Amendment to the Fee Waiver Agreement 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 the
Fee Waiver Agreement to be executed and delivered by their respective duly
authorized representatives as of the date first above written.
HC Capital Trust
/s/ Xxxxxxx Xxxx
By: Xxxxxxx Xxxx
Title: Vice President and Treasurer
AllianceBernstein, L.P.
/s/ Xxxx X. Xxxxxx
By: Xxxx X. Xxxxxx
Title: Assistant Secretary
