HC Capital Trust Growth Equity Portfolio
Amendment No.3 to the Portfolio Management Agreement
Amendment, made as of April 30, 2012, to the Portfolio Management
Agreement related to The Growth Equity Portfolio dated July 27, 1995
(the "Agreement") between the HC Capital Trust (the "Trust"), an
investment company registered under the Investment Company Act of
1940 as an open-end, series, management investment company, and
Xxxxxxxx Associates LLC, a limited liability company organized under
the laws of New York ("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 Trust and the Portfolio Manager have agreed to amend
the Agreement to change the applicable fee schedule;
NOW, THEREFORE, it is hereby agreed that Section 4 of the Agreement
will be replaced in its entirety by the following:
Expenses and Compensation. (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. To compensate Portfolio Manager for its services under
this Agreement, the Portfolio shall pay to the Portfolio Manager a
maximum annual fee of .30% 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, as hereinafter defined, of the Account and the Other
Xxxxxx Accounts, in accordance with the following schedule:
at an Annual Fee Rate of 0.75% on the first $10 million of the
Combined Assets;
at an Annual Fee Rate of 0.50% on the next $30 million of the
Combined Assets;
at an Annual Fee Rate of 0.35% on the next $25 million of the
Combined Assets;
at an Annual Fee Rate of 0.25% on the next $335 million of the
Combined Assets;
at an Annual Fee Rate of 0.22% on the next $600 million of the
Combined Assets;
at an Annual Fee Rate of 0.20% on the next $4 billion of the
Combined Assets; and
at an Annual Fee Rate of 0.25% 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 of the Other
Xxxxxx Accounts.
(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 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 shall be calculated in accordance
with the policies of the Trust as set forth in the Trusts
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 Xxxxxxxx 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, and dividing
by four; 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 Managers 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
XXXXXXXX ASSOCIATES LLC
