AGREEMENT

This  Agreement,  effective  April 1, 2001,  relates to that  certain  Portfolio
Management Agreement ("1998 Agreement") between Deutsche Asset Management,  Inc.
("Portfolio  Manager") and The Hirtle Callaghan Trust, a Delaware business trust
("Trust"), which agreement is dated July 1, 1998.

WHEREAS, the Trust has retained the Portfolio Manager to provide to a continuous
program of investment  management  for certain assets of The  Intermediate  Term
Municipal Bond Portfolio of the Trust ("Account") pursuant to the 1998 Agreement
and the parties have agreed to reduce the rate at which the advisory fee payable
to the Portfolio Manager for its services is calculated;

NOW THEREFORE,  in  consideration of the promises and covenants set forth herein
and intending to be legally bound hereby, the parties agree as follows:

1.   Amendment. Portfolio Manager agrees that, effective as of the date on which
this Agreement shall have been approved in accordance with the provisions of the
Investment  Company Act of 1940 by the Board of Trustees of the Trust,  the 1998
Agreement  shall be amended by deleting  paragraph 4 thereof in its entirety and
substituting therefore the following:

     EXPENSES AND COMPENSATION.  Portfolio Manager shall pay all of its expenses
     incurred in the  performance of its duties under this Portfolio  Management
     Agreement and shall not be required to pay any other expenses of the Trust.
     For its  services  under this  Portfolio  Management  Agreement,  Portfolio
     Manager  shall be  entitled to receive a fee at the annual rate of .255% of
     the  average  daily  net  asset  value of the  Account,  which fee shall be
     payable monthly.

2.   Fee Waiver. Portfolio Manager agrees that, effective April 1, 2001, it will
waive  that  portion  of the fee to which it is  entitled  under  the  Portfolio
Management  Agreement  that exceeds .255% of the  Portfolio's  average daily net
asset value.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by their officers thereunto duly authorized as of the day and year first written
above.

Deutsche Asset Management, Inc.              The Hirtle Callaghan Trust


By:                                          By:
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Title:                                       Title:
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