HC Capital Trust U.S. Government Fixed Income Securities Portfolio
Amendment No. 1 to the Portfolio Management Agreement
Amendment, made as of December 1, 2012, to the Portfolio Management Agreement
dated November 11, 2010 (the "Agreement") between the HC Capital Trust
(formerly known as The Xxxxxx Xxxxxxxxx Trust) (the "Trust"), an investment
company registered under the Investment Company Act of 1940 as an open-end,
series, management investment company, and Mellon Capital Management
Corporation ("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, Portfolio Manager provides day-to-day portfolio management services
to a portion of the HC Capital Trust U.S. Government Fixed Income Securities
Portfolio ("Portfolio"), a separate series of the Trust, pursuant to the
Agreement; and
WHEREAS, the Portfolio Manager has agreed to amend the Agreement in a manner
that will reduce the fee payable to the Portfolio Manager, 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 Manager 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,
Portfolio Manager shall be entitled to receive a fee, which fee shall be
payable monthly in arrears at the annual rate of 0.06% of the average daily
net assets of the Account.
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
\s\ Xxxxxxx Xxxx
By: Xxxxxxx Xxxx
Title: Vice President and Treasurer
MELLON CAPITAL MANAGEMENT CORPORATION
\s\ Xxxxx Xxx
By: Xxxxx Xxx
Title: Director
