HC Capital U.S. Mortgage/Asset Backed Fixed Income Portfolio
Amendment No.1 to the Portfolio Management Agreement
Amendment, made as of August 26, 2011 and retroactively effective
as of June 30, 2011, to the Portfolio Management Agreement dated
December 6,2010 (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
BlackRock Financial Management, Inc (BlackRock). 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 U.S. Mortgage/
Asset Backed Fixed Income Portfolio (Portfolio), a separate
series of the Trust, pursuant to the
Agreement, as well as to the HC Capital Trust Core Fixed Income
Portfolio and Other Xxxxxx Accounts; 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.(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. For its
services under this Agreement, Portfolio Manager shall be entitled
to receive a fee, which fee shall be calculated daily and payable
quarterly, at the annual rate of 0.175% of the first $200 million
of the Combined Assets and 0.15% of the Combined Assets
exceeding $200 million
(b) For purposes of this Agreement:
(i) Combined Assets shall mean the sum of (i) the net assets of
the Account; (ii) the net assets of that portion of The Core
Fixed Income Securities Portfolio of the Trust allocated to the
Portfolio Manager from time-to-time and (iii) 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, the
average of the average daily net asset values of The Core
Fixed Income Securities Portfolio of the Trust allocated
to the Portfolio Manager from time-to-time and/or the
average of the month-end 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 and The Core Fixed
Income Securities Portfolio 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
1 that income accruals and receivables shall be included in
making such calculation.
(iii) The fee payable to BlackRock 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, multiplied
by actual/365; 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
BLACKROCK FINANCIAL MANAGEMENT, INC.
