Amendment to Distribution Agreement
Amendment to Distribution Agreement
This Amendment to the Distribution Agreement dated April 1, 2009 (the “Agreement”) between HC
Capital Trust (formerly The Xxxxxx Xxxxxxxxx Trust) (the “Trust”) and Unified Financial
Securities, Inc. (the “Distributor”) shall be effective as of March 1, 2011.
WHEREAS, the Distributor provides certain services to the Trust pursuant to the terms of the
Agreement, none of which are primarily intended to result in the sale of Shares; and
WHEREAS, the parties have agreed to amend the Agreement to increase the fee payable to the
Distributor under the Agreement;
NOW, THEREFORE, in consideration of the promises and covenants set forth herein and intending to
be legally bound hereby, the parties agree that:
(a) All capitalized terms used in this Amendment shall have the same meaning
ascribed to them in the Agreements. Except as specifically set forth in this Amendment,
all other provisions of the Agreement shall remain in full force and effect.
(b) Section 6 of the Agreement is hereby deleted and replaced with the following:
6. FEES. In consideration of its services provided pursuant to this Agreement,
Distributor shall receive an annual fee of $50,000, billed monthly; provided,
however, that such fee may be subject to a mutually-agreed upon increase in the
event that any of the following ceases to be true: (a) the Shares are available
exclusively to investors that have established a relationship with the Adviser;
(b) none of the Funds has implemented a Distribution Plan; (c) the Distributor is
not required to enter into dealer agreements, selling group member agreements or
similar agreements with respect to the Funds (excluding agreements with the
National Securities Clearing Corporation with respect to its NSCC membership
status and the hosting of the Trust’s participant number); (d) the Distributor is
not required to review or approve marketing or advertising materials with respect
to the Funds; (e) no Shares of any Fund are subject to a sales load or subject to
the imposition of a distribution fee; and (f) the Distributor is not required to
maintain licenses for any registered representatives with respect to the Funds.
The Trust represents and warrants to the Distributor that the Board of Trustees
has determined, on the advice of counsel to the Trust and counsel to the
Independent Trustees, that: (a) the services to be provided by the Distributor
under this Agreement will not constitute distribution services that the Trust is
prohibited from financing except pursuant to a 12b-1
distribution plan; and (b) accordingly, the Trust may pay to the Distributor
the compensation set forth in this Section 6 from the assets of the Trust and not
from a 12b-1 distribution plan.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to the Distribution Agreement to
be executed and delivered by their respective duly authorized representatives.
/s/
Xxxxxxx X Xxxx
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Title:
Asst. Treasurer |
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Date: 1-21-11 |
Unified Financial Securities, Inc.
/s/
Xxxxxxx X Xxxxxxxxx
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Title: President |
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Date: 2/24/11 |
