HC Capital Core Fixed Income Portfolio
Amendment No.2 to the Portfolio Management Agreement
Amendment, made as of August 26, 2011, and retroactively effective as
of June 30, 2011 to the Portfolio Management Agreement dated November
28, 2006, as amended on December 6, 2010 (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 BlackRock Financial Management, Inc
("BlackRock"). All capitalized terms used in this Amendment and not
defmed 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, Xxxxxx Xxxxxxxxx & Co., LLC ("Xxxxxx Xxxxxxxxx" or "HCC")
is a registered investment adviser that serves as the primary
investment adviser to the Trust through its "HC Capital Solutions"
operating division and provides similar services to certain other
investment advisory clients ("Other Xxxxxx Accounts"); and
WHEREAS, Portfolio Manager provides day-to-day portfolio management
services to the HC Capital Trust Core Fixed Income Portfolio
"Portfolio"), a separate series of the Trust, pursuant to the
Agreement, as well as to the HC Capital Trust U.S. Mortgage/Asset
Backed Fixed Income Portfolio and Other Xxxxxx Accounts; and
WHEREAS, the Portfolio Manager has proposed to amend the Agreement
in a manner that will reduce the fee payable to the Portfolio Manager
under certain circumstances 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, it is hereby agreed that Section 4 of the Agreement
will be replaced in its entirety by the following:
4.{a) Portfolio Manager shall pay all of its expenses incurred
in the performance of its duties under its Agreement and shall not
be required to pay any of the expenses of the Trust. For its services
under this Agreement, Portfolio Manager shall be entitled to receive
a fee, which fee shall be calculated daily and payable quarterly ,
at the annual rate of 0.175% of the first $200 million of the
Combined Assets and 0.15% of the Combined Assets exceeding $200
million
(b) For purposes of this Agreement:
(i) "Combined Assets" shall mean the sum of (i) the net
assets of the Account; (ii)the net assets of that portion of The U.S.
Mortgage/Asset Backed Fixed Income Securities Portfolio of the Trust
allocated to the Portfolio Manager from time-to time and (iii) the
net assets of each of the Other Xxxxxx Accounts.
(ii) "Average Quarterly Net Assets" shall mean the
average of the average daily net asset values of the Account, the
average of the average daily net asset values of The U.S. Mortgage/
Asset Backed Fixed Income Securities Portfolio of the Trust allocated
to the Portfolio Manager from time-to-time and/or the average of the
month-end net asset values of the Combined Assets on the Other Xxxxxx
Accounts, as the case may be, as of the last business day of each of
the three months in the calendar quarter. It is understood that the
average daily net asset value of the Account and The U.S. Mortgage/
Asset Backed Fixed Income Securities Portfolio shall be calculated
in accordance with the policies of the Trust as set forth in the
Trust's prospectus as it may be amended from time to time and that
the net asset value of the Other Accounts shall be calculated by the
applicable custodian or valuation agent and that income accruals
and receivables shall be included in making such calculation.
(iii) The fee payable to BlackRock by the Portfolio
shall be paid and billed in arrears based on the Average Quarterly
Net Assets of the Combined Assets during the preceding calendar
quarter. The fee payable shall be calculated by applying the annual
rate, as set forth in the fee schedule above, to the Average
Quarterly Net Assets of the Combined Assets, multiplied by actual/
365; and multiplying by a factor that is equal to the proportion
that the Quarterly Average Net Assets of the Account bears to the
Combined Assets.
(iv) For a calendar quarter in which this Agreement
becomes effective or terminates, the portion of the Portfolio
Manager's fee due hereunder with respect to the Account shall be
prorated on the basis of the number of days that the Agreement
is in effect during the calendar quarter.
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.
HC CAPITAL TRUST
BlackRock Financial Management, Inc
