HC Capital Trust Fixed Income Opportunity Portfolio
Amendment No. 1 to the Portfolio Management Agreement
Amendment, made as of December 4, 2012, to the Portfolio Management Agreement
dated April 30, 2007 (the "Agreement") between the HC Capital Trust (formerly
known as The Xxxxxx Xxxxxxxxx Trust) (the "Trust"), an investment company
registered under the Investment Company Act of 1940 as an open-end, series,
management investment company, and Seix Investment Advisors LLC (formerly
known as Seix Advisors) ("Seix"). 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, 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 a portion of the HC Capital Trust Fixed Income Opportunity Portfolio
("Portfolio"), a separate series of the Trust, pursuant to the Agreement,
as well as to Other Xxxxxx Accounts; and
WHEREAS, the Portfolio Manager has agreed to amend the Agreement in a manner
that will reduce the fee 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, it is hereby agreed that Schedule A of the Agreement will be
replaced in its entirety by the following:
Schedule A
(a) To compensate Portfolio Manager for its services under this Agreement,
the Portfolio shall pay to the Portfolio Manager a maximum annual fee of
0.40% of the average daily net assets of the Account ("Maximum Fee").
(b) Subject to the foregoing, the actual fee that the Portfolio Manager
shall be entitled to receive from the Portfolio shall be the calculated
based on the Combined Assets of the Account and the Other Xxxxxx Accounts,
as such terms are hereinafter defined, in accordance with the following
schedule:
at an Annual Fee Rate of 0.40% on the first $100 million of the Combined Assets;
at an Annual Fee Rate of 0.30% on the next $200 million of the Combined Assets;
at an Annual Fee Rate of 0.25% on the next $200 million of the Combined Assets;
at an Annual Fee Rate of 0.20% on the balance of the Combined Assets.
(c) For purposes of this Agreement:
(i) "Combined Assets" shall mean the sum of (i) the net assets of the Account;
and (ii) the net assets of each other Xxxxxx Xxxxxxxxx account to which
Portfolio Manager provides similar services ("Other Xxxxxx Accounts") that
are listed on Attachment A hereto.
(ii) "Average Quarterly Net Assets" shall mean the average of the average
daily net asset values of the Account or the average of the net asset values
of the Combined Assets of 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 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 Xxxxxx 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 Portfolio Manager 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, multiplying by 365,
dividing by the number of calendar days in the preceding calendar quarter; 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
\s\ Xxxxxxx Xxxx
By: Xxxxxxx Xxxx
Title: Vice President and Treasurer
SEIX INVESTMENT ADVISORS LLC
\s\ Xxxxxxx X. Xxxxxx
By: Xxxxxxx X. Xxxxxx
Title: Counsel and CCO
