HC Capital Trust Intermediate Term Municipal Bond Portfolio
Amendment No.1 to the Portfolio Management Agreement
Amendment, made as of July 1,2012, to the Portfolio Management
Agreement dated February 11, 2009 (the "Agreement") between the
He Capital Trust (formerly known as the "Xxxxxx Xxxxxxxxx Trust"),
an investment company registered under the Investment Company Act
of 1940 as an open-end, series, management investment company,
and Xxxxxxxx Mellon Asset Management Company LLC ("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, 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 Intermediate Term
Municipal Bond Portfolio ("Portfolio"), a separate series of the
Trust, pursuant to the Agreement, as well as to certain Other
Xxxxxx Accounts pursuant to a Separately Managed Account
Agreement; 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. Expenses and Compensation. Except for expenses specifically
assumed or agreed to be paid by the Portfolio Manger 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, the Portfolio shall pay to the
Portfolio Manager a maximum annual fee of 0.20% 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 calculated daily and payable
quarterly based on Average Quarterly Net Assets as
defined below at the following annual rates.
0.25% on assets up to $100 million;
0.15% on assets in excess of $100 million.
(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
those separately managed accounts advised by Xxxxxx
Xxxxxxxxx & Co. LLC for which Portfolio Manager provides
day-to-day portfolio management services (the "Other Xxxxxx
Accounts").
(ii) "Average Quarterly Net Assets" shall mean the average
of the average daily net asset values of the Account during
the calendar quarter and the average of the month end market
values of the Other Xxxxxx Accounts as of the last trading
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 by the Trust 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 Portfolio Manager unless otherwise expressly
agreed in writing and that income accruals and receivables
shall be included in making such calculation.
(iii) The fee payable to Portfolio Manager shall be paid and
billed in arrears based on the Average Quarterly Net 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,
and dividing by four; and multiplying by a factor that is equal
to the proportion that the average quarterly 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
XXXXXXXX XXXXXX ASSET MANAGEMENT COMPANY, LLC
