HC Capital Emerging Markets Portfolio
Amendment No.1 to the Portfolio Management Agreement
Amendment, made as of September 13, 2011, to the Portfolio Management
Agreement dated November 18, 2009 (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 SSgA Funds Management, Inc., a corporation organized
under the laws of Massachusetts ("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, the Portfolio Manager has agreed to amend the Agreement in
a manner that will reduce the fee payable to the Portfolio Manager
by eliminating the minimum annual fee, 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. 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 at
the annual rate of 0.16% of the average daily net assets of the
Account. The fee shall be payable monthly in arrears.
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 Institutional International Equity Portfolio
Amendment No.1 to the Portfolio Management Agreement
Amendment, made as of September 13,2011, to the Portfolio
Management Agreement dated November 18, 2009 (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 SSgA Funds Management, Inc.,
a corporation organized under the laws of Massachusetts
"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, the Portfolio Manager has agreed to amend the Agreement
in a manner that will reduce the
fee payable to the Portfolio Manager by eliminating the minimum
annual fee, 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. 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 at the annual rate
of 0.06% of the average daily net assets of the Account. The
fee shall be payable monthly in arrears.
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 International Equity Portfolio
Amendment No.1 to the Portfolio Management Agreement
Amendment, made as of September 13,2011, to the Portfolio
Management Agreement dated December 18, 2009 (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 SSgA Funds Management, Inc., a corporation organized
under the laws of Massachusetts ("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, the Portfolio Manager has agreed to amend the
Agreement in a manner that will reduce the fee payable
to the Portfolio Manager by eliminating the minimum annual
fee, 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. 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 at the annual
rate of 0.06% of the average daily net assets of the Account.
The fee shall be payable monthly in arrears.
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 Institutional Small Capitalization Equity Portfolio
Amendment No.1 to the Portfolio Management Agreement
Amendment, made as of September 13, 2011, to the Portfolio
Management Agreement dated August 28, 2009 (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 SSgA
Funds Management, Inc., a corporation organized under the
laws of Massachusetts ("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, the Portfolio Manager has agreed to amend the
Agreement in a manner that will reduce the fee payable to the
Portfolio Manager by eliminating the minimum annual fee, 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. 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 at the annual rate of 0.04% of the average daily net
assets of the Account. The fee shall be payable monthly in
arrears.
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 Small Capitalization Equity Portfolio
Amendment No.1 to the Portfolio Management Agreement
Amendment, made as of September 13, 2011, to the Portfolio
Management Agreement dated August 28, 2009 (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 SSgA
Funds Management, Inc., a corporation organized under the
laws of Massachusetts ("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, the Portfolio Manager has agreed to amend the
Agreement in a manner that will reduce the fee payable to
the Portfolio Manager by eliminating the minimum annual fee,
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. 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 at the
annual rate of 0.04% of the average daily net assets of the
Account. The fee shall be payable monthly in arrears.
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
SSgA Funds Management, Inc.
