HC Capital Trust Institutional Growth Equity Portfolio
Amendment No.1 to the Portfolio Management Agreement
Amendment, made as of April 30, 2012, to the Portfolio Management
Agreement related to The Institutional Growth Equity Portfolio
dated June 30, 2008 (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 Trust's 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 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 ofthe date first above written.
HC CAPITAL TRUST
XXXXXXXX ASSOCIATES LLC
