HC Small Capitalization Equity Portfolio Amendment No. 1 to the Portfolio Management Agreement
HC Small Capitalization Equity Portfolio
Amendment No. 1 to the Portfolio Management Agreement
Amendment, made as of September 13, 2011, to the Portfolio Management Agreement dated August 28,
2009 (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 SSgA
Funds Management, Inc., a corporation organized under the laws of Massachusetts (“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 Portfolio Manager has agreed to amend the Agreement in a manner that will reduce the
fee payable to the Portfolio Manager by eliminating the minimum annual fee, 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 at the annual rate of 0.04% of the average daily net assets of the
Account. The fee shall be payable monthly in arrears.
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.
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇
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Title: Assistant Treasurer |
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SSGA FUNDS MANAGEMENT, INC |
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/s/ ▇▇▇▇▇ ▇▇▇▇
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Title: President |
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