PORTFOLIO MANAGEMENT AGREEMENT
For The U.S. Corporate Fixed Income Securities Portfolio
AGREEMENT made this 30th day of May, 2014, between Seix Investment Advisors,
LLC, a limited liability company organized under the laws of Delaware
("Portfolio Manager") and The HC Capital Trust, a Delaware statutory trust
("Trust").
WHEREAS, the Trust is registered as an open-end, diversified, management
series investment company under the Investment Company Act of 1940, as
amended ("Investment Company Act") which currently offers nine series of
beneficial interests ("shares") representing interests in separate
investment portfolios, and may offer additional portfolios in the future; and
WHEREAS, the Trust desires to retain the Portfolio Manager to provide a
continuous program of investment management for The U.S. Corporate Fixed
Income Securities Portfolio of the Trust ("Portfolio") and Portfolio Manager
is willing, in accordance with the terms and conditions hereof, to provide
such services to the Trust;
NOW THEREFORE, in consideration of the promises and covenants set forth
herein and intending to be legally bound hereby, it is agreed between the
parties as follows:
1. Appointment of Portfolio Manager. The Trust hereby retains Portfolio
Manager to provide the investment services set forth herein and Portfolio
Manager agrees to accept such appointment. In carrying out its
responsibilities under this Agreement, the Portfolio Manager shall at all
times act in accordance with the investment objectives, policies and
restrictions applicable to the Portfolio as set forth in the then current
Registration Statement of the Trust delivered by the Trust to the Portfolio
Manager, applicable provisions of the Investment Company Act and the rules
and regulations promulgated under the Investment Company Act and other
applicable federal securities laws.
2. Duties of Portfolio Manager. (a) Portfolio Manager shall provide a
continuous program of investment management for that portion of the assets
of the Portfolio ("Account") that may, from time to time be allocated to it
by the Trust's Board of Trustees, as indicated in writing by an authorized
officer of the Trust. It is understood that the Account may consist of all,
a portion of or none of the assets of the Portfolio, and that the Board of
Trustees and/or HC Capital Solutions, the Trust's investment adviser, have
the right to allocate and reallocate such assets to the Account at any time,
and from time to time, upon such notice to the Portfolio Manager as may be
reasonably necessary, in the view of the Trust, to ensure orderly management
of the Account or the Portfolio. The Portfolio Manager's responsibility for
providing portfolio management services to the Portfolio shall be limited to
the Account.
(b) Subject to the general supervision of the Trust's Board of Trustees,
Portfolio Manager shall have sole investment discretion with respect to the
Account, including investment research, selection of the securities to be
purchased and sold and the portion of the Account, if any, that shall be
held uninvested, and the selection of brokers and dealers through which
securities transactions in the Account shall be executed. The Portfolio
Manager shall not consult with any other portfolio manager of the Portfolio
concerning transactions for the Portfolio in securities or other assets.
Specifically, and without limiting the generality of the foregoing,
Portfolio Manager agrees that it will:
(i) advise the Portfolio's designated custodian bank and administrator or
accounting agent on each business day of each purchase and sale or by the
day following trade date, as the case may be, made on behalf of the Account,
specifying the name and quantity of the security purchased or sold, the unit
and aggregate purchase or sale price, commission paid, the market on which
the transaction was effected, the trade date, the settlement date, the
identity of the effecting broker or dealer and/or such other information,
and in such manner, as may from time to time be reasonably requested by the
Trust;
(ii) maintain all applicable books and records with respect to the
securities transactions of the Account. Specifically, Portfolio Manager
agrees to maintain with respect to the Account those records required to be
maintained under Rule 31a-1(b)(1), (b)(5) and (b)(6) under the Investment
Company Act with respect to transactions in the Account including, without
limitation, records which reflect securities purchased or sold in the
Account, showing for each such transaction, the name and quantity of
securities, the unit and aggregate purchase or sale price, commission paid
(if any), the market on which the transaction was effected, the trade date,
the settlement date, and the identity of the effecting broker or dealer.
Portfolio Manager will preserve such records in the manner and for the
periods prescribed by Rule 31a-2 under the Investment Company Act.
Portfolio Manager acknowledges and agrees that all records it maintains for
the Trust are the property of the Trust and Portfolio Manager will surrender
promptly to the Trust any such records upon the Trust's request. The Trust
agrees, however, that Portfolio Manager may retain copies of those records
that are required to be maintained by Portfolio Manager under federal or
state regulations to which it may be subject or are reasonably necessary for
purposes of conducting its business;
(iii) provide, in a timely manner, such information as may be reasonably
requested by the Trust or its designated agents in connection with, among
other things, the daily computation of the Portfolio's net asset value and
net income, preparation of proxy statements or amendments to the Trust's
registration statement and monitoring investments made in the Account to
ensure compliance with the various limitations on investments applicable to
the Portfolio and to ensure that the Portfolio will continue to qualify for
the special tax treatment accorded to regulated investment companies under
Subchapter M of the Internal Revenue Code of 1986, as amended ("Code"); and
(iv) render regular reports to the Trust concerning the performance of
Portfolio Manager of its responsibilities under this Agreement. In
particular, Portfolio Manager agrees that it will, at the reasonable request
of the Board of Trustees, attend meetings of the Board or its validly
constituted committees and will, in addition, make its officers and
employees available to meet with the officers and employees of the Trust at
least quarterly and at other times upon reasonable notice, to review the
investments and investment program of the Account.
3. Portfolio Transaction and Brokerage. In placing orders for portfolio
securities with brokers and dealers, Portfolio Manager shall use its best
efforts to execute securities transactions on behalf of the Account in such
a manner that the total cost or proceeds in each transaction is the most
favorable under the circumstances. Portfolio Manager may, however, in its
discretion, direct orders to brokers that provide to Portfolio Manager
research, analysis, advice and similar services, and Portfolio Manager may
cause the Account to pay to those brokers a higher commission than may be
charged by other brokers for similar transactions, provided that Portfolio
Manager determines in good faith that such commission is reasonable in terms
either of the particular transaction or of the overall responsibility of the
Portfolio Manager to the Account and any other accounts with respect to
which Portfolio Manager exercises investment discretion, and provided
further that the extent and continuation of any such practice is subject
to review by the Trust's Board of Trustees. Portfolio Manager shall not
execute any portfolio transactions for the Trust with a broker or dealer
which is an "affiliated person" of the Trust or Portfolio Manager, including
any other investment advisory organization that may, from time to time act
as a portfolio manager for the Portfolio or any of the Trust's other
Portfolios, except as permitted under the Investment Company Act and rules
promulgated thereunder. The Trust shall provide a list of such affiliated
brokers and dealers to Portfolio Manager and will promptly advise Portfolio
Manager of any changes in such list.
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 calculated daily and payable monthly in arrears at the annual
rate of 0.25% of the first $100 million of the Combined Assets; and 0.20% on
Combined Assets over $100 million..
For purposes of this Section 4, the term "Combined Assets" shall mean the
sum of: (a) the net assets in the Account; and (b) the net assets of that
portion of The Core Fixed Income Portfolio of the Trust allocated to the
Portfolio Manager from time-to-time.
For avoidance of doubt, Trust assets will be valued in accordance with the
Trust's Procedures for Determining Net Asset Value for the Trust.
5. Limitation of Liability and Indemnification. (a) Portfolio Manager shall
not be liable for any error of judgment or mistake of law or for any loss
suffered by the Portfolio or the Trust in connection with the matters to
which this Agreement relates including, without limitation, losses that may
be sustained in connection with the purchase, holding, redemption or sale of
any security or other investment by the Trust on behalf of the Portfolio,
except a loss resulting from willful misfeasance, bad faith or gross
negligence on the part of Portfolio Manager in the performance of its duties
or from reckless disregard by it of its duties under this Agreement.
(b) Notwithstanding the foregoing, Portfolio Manager expressly agrees that
the Trust may rely upon: (i) Portfolio Manager's current Form ADV; and (ii)
information provided, in writing, by Portfolio Manager to the Trust in
accordance with Section 9 of this Agreement or otherwise to the extent such
information was provided by Portfolio Manager for the purpose of inclusion
in SEC Filings, as hereinafter defined provided that a copy of each SEC
Filing is provided to Portfolio Manager: (i) at least 10 business days
prior to the date on which it will become effective, in the case of a
registration statement; (ii) at least 10 business days prior to the date
upon which it is filed with the SEC in the case of the Trust's
semi-annual-report on Form N-SAR or any shareholder report or proxy
statement; or (iii) at least 10 business days prior to first use, in the
case of any other SEC Filing. For purposes of this Section 5, "SEC Filings"
means the Trust's registration statement and amendments thereto and any
periodic reports relating to the Trust and its Portfolios that are required
by law to be furnished to shareholders of the Trust and/or filed with the
Securities and Exchange Commission.
(c) Portfolio Manager agrees to indemnify and hold harmless the Trust and
each of its Trustees, officers, employees and control persons from any
claims, liabilities and reasonable expenses, including reasonable attorneys'
fees (collectively, "Losses"), to the extent that such Losses arise out of
any untrue statement of a material fact contained in an SEC Filing or the
omission to state therein a material fact necessary to make the statements
therein, in light of the circumstances under which they are made, not
materially misleading, if such statement or omission was made in reliance
upon Portfolio Manager's current Form ADV or written information furnished
by Portfolio Manager for the purpose of inclusion in such SEC Filings or
other appropriate SEC Filings; provided that a copy of each SEC Filing was
provided to Portfolio Manager: (i) at least 10 business days prior to the
date on which it will become effective, in the case of a registration
statement; (ii) at least 10 business days prior to the date upon which it
is filed with the SEC in the case of the Trust's semi-annual-report on Form
N-SAR or any shareholder report or proxy statement; or (iii) at least 10
business days prior to first use, in the case of any other SEC Filing.
(d) In the event that a legal proceeding is commenced against the Trust on
the basis of claims for which Portfolio Manager would, if such claims were
to prevail, be required to indemnify the Trust pursuant to Section 5(c)
above, Portfolio Manager will, at its expense, provide such assistance as
the Trust may reasonably request in preparing the defense of such claims
(including by way of example making personnel available for interview by
counsel for the Trust, but specifically not including retention or payment
of counsel to defend such claims on behalf of the Trust); provided that
Portfolio Manager will not be required to pay any Losses of the Trust except
to the extent it may be required to do so under Section 5(c) above.
(e) The indemnification obligations set forth in Section 5 (c) shall not
apply unless: (i) the statement or omission in question accurately
reflects information provided to the Trust in writing by the Portfolio
Manager; (ii) the statement or omission in question was made in an SEC
Filing in reliance upon written information provided to the Trust by the
Portfolio Manager specifically for use in such SEC Filing; (iii) the
Portfolio Manager was afforded the opportunity to review the statement
(or the omission was identified to it) in connection with the 10 business
day review requirement set forth in Section 5(b) above; and (iv) upon
receipt by the Trust of any notice of the commencement of any action or
the assertion of any claim to which the indemnification obligations set
forth in Section 5(c) may apply, the Trust notifies the Portfolio Manager,
within 30 days and in writing, of such receipt and provides to Portfolio
Manager the opportunity to participate in the defense and/or settlement of
any such action or claim. Further, Portfolio Manager will not be required
to indemnify any person under this Section 5 to the extent that Portfolio
Manager relied upon statements or information furnished to them, in
writing, by any officer, employee or Trustee of the Trust, or by the
Trust's custodian, administrator or accounting agent or any other agent of
the Trust, in preparing written information provided to the Trust and upon
which the Trust relied in preparing the SEC Filing(s) in question.
(f) Portfolio Manager shall not be liable for: (i) any acts of any other
portfolio manager to the Portfolio or the Trust with respect to the portion
of the assets of the Portfolio or the Trust not managed by the Portfolio
Manager; and (ii) acts of the Portfolio Manager which result from acts of
the Trust, including, but not limited to, a failure of the Trust to provide
accurate and current information with respect to the investment objectives,
policies, or restrictions applicable to the Portfolio, actions of the
Trustees, or any records maintained by Trust or any other portfolio manager
to the Portfolio. The Trust agrees that, to the extent the Portfolio
Manager complies with the investment objectives, policies, and restrictions
applicable to the Portfolio as provided to the Portfolio Manager by the
Trust, and with laws, rules, and regulations applicable to the Portfolio
(including, without limitation, any requirements relating to the
qualification of the Account as a regulated investment company under
Subchapter M of the Code) in the management of the assets of the Portfolio
specifically committed to management by the Portfolio Manager, without
regard to any other assets or investments of the Portfolio, Portfolio
Manager will be conclusively presumed for all purposes to have met its
obligations under this Agreement to act in accordance with the investment
objectives, policies, and restrictions applicable to the Portfolio and with
laws, rules, and regulations applicable to the Portfolio, it being the
intention that for this purpose the assets committed to management by the
Portfolio Manager shall be considered a separate and discrete investment
portfolio from any other assets of the Portfolio; without limiting the
generality of the foregoing, the Portfolio Manager will have no obligation
to inquire into, or to take into account, any other investments of the
Portfolio in making investment decisions under this Agreement. In no event
shall the Portfolio Manager or any officer, director, employee, or agent
or the Portfolio Manager have any liability arising from the conduct of the
Trust (or any entity unaffiliated with Portfolio Manager and acting on the
Trust's behalf) and any other portfolio manager with respect to the portion
of the Portfolio's assets not allocated to the Portfolio Manager.
6. Permissible Interest. Subject to and in accordance with the Trust's
Declaration of Trust and Bylaws and corresponding governing documents of
Portfolio Manager, Trustees, officers, agents and shareholders of the Trust
may have an interest in the Portfolio Manager as officers, directors, agents
and/or shareholders or otherwise. Portfolio Manager may have similar
interests in the Trust. The effect of any such interrelationships shall
be governed by said governing documents and the provisions of the Investment
Company Act.
7. Duration, Termination and Amendments. This Agreement shall become
effective as of the date first written above and shall continue in effect
thereafter for two years. This Agreement shall continue in effect from year
to year thereafter for so long as its continuance is specifically approved,
at least annually, by: (i) a majority of the Board of Trustees or the vote
of the holders of a majority of the Portfolio's outstanding voting
securities; and (ii) the affirmative vote, cast in person at a meeting
called for the purpose of voting on such continuance, of a majority of
those members of the Board of Trustees ("Independent Trustees") who are not
"interested persons" of the Trust or any investment adviser to the Trust.
This Agreement may be terminated by the Portfolio Manager at any time and
without penalty upon thirty days written notice to the other party, which
notice may be waived by the party entitled to it. This Agreement may be
terminated by the Trust at any time and without penalty upon sixty days
written notice to the other party, which notice may be waived by the party
entitled to it. This Agreement may not be amended except by an instrument
in writing and signed by the party to be bound thereby provided that if the
Investment Company Act requires that such amendment be approved by the vote
of the Board, the Independent Trustees and/or the holders of the Trust's or
the Portfolio's outstanding shareholders, such approval must be obtained
before any such amendment may become effective. This Agreement shall
terminate upon its assignment. For purposes of this Agreement, the terms
"majority of the outstanding voting securities," "assignment" and "interested
person" shall have the meanings set forth in the Investment Company Act.
8. Confidentiality; Use of Name. Portfolio Manager and the Trust
acknowledge and agree that during the term of this Agreement the parties may
have access to certain information that is proprietary to the Trust or
Portfolio Manager, respectively (or to their affiliates and/or service
providers). The parties agree that their respective officers and employees
shall treat all such proprietary information as confidential and will not
use or disclose information contained in, or derived from such material for
any purpose other than in connection with the carrying out of their
responsibilities under this Agreement and the management of the Trust's
assets, provided, however, that this shall not apply in the case of: (i)
information that is publicly available; and (ii) disclosures required by
law or requested by any regulatory authority that may have jurisdiction
over Portfolio Manager or the Trust, as the case may be, in which case
such party shall request such confidential treatment of such information
as may be reasonably available. In addition, each party shall use its
reasonable efforts to ensure that its agents or affiliates who may gain
access to such proprietary information shall be made aware of the
proprietary nature and shall likewise treat such materials as confidential.
It is acknowledged and agreed that the names "Xxxxxx Xxxxxxxxx," "Xxxxxx
Xxxxxxxxx Chief Investment Officers" (which is a registered trademark of
Xxxxxx Xxxxxxxxx & Co., Inc. ("HCCI")), "HC Capital" and derivatives of
each, as well as any logo that is now or shall later become associated with
either name ("Marks") are valuable property of HCCI and that the use of the
Marks, or any one of them, by the Trust or its agents is subject to the
license granted to the Trust by HCCI. Portfolio Manager agrees that it
will not use any Xxxx without the prior written consent of the Trust.
Portfolio Manager consents to use of its name, performance data, biographical
data and other pertinent data, and the Seix Marks (as defined below), by
the Trust for use in marketing and sales literature, provided that any such
marketing and sales literature shall not be used by the Trust without the
prior written consent of Portfolio Manager, which consent shall not be
unreasonably withheld. The Trust shall have full responsibility for the
compliance by any such marketing and sales literature with all applicable
laws, rules, and regulations, and Portfolio Manager will have no
responsibility or liability therefor. The provisions of this Section 8
shall survive termination of this Agreement.
It is acknowledged and agreed that the name "Seix" and any portions or
derivatives thereof, as well as any logo that is now or shall later become
associated with such name ("Seix Marks"), are valuable property of Seix and
that the use of the Seix Marks by the Trust or its agents is permitted only
so long as this Agreement is in place.
The provisions of this Section 8 shall survive termination of this Agreement.
9. Representation, Warranties and Agreements of Portfolio Manager.
Portfolio Manager represents and warrants that:
(a) It is registered as an investment adviser under the Investment Advisers
Act of 1940, as amended ("Investment Advisers Act"), it will maintain such
registration in full force and effect and will promptly report to the Trust
the commencement of any formal proceeding that could render Portfolio
Manager ineligible to serve as an investment adviser to a registered
investment company under Section 9 of the Investment Company Act.
(b) Portfolio Manager understands that the Trust is subject to various
regulations under the Investment Company Act which require that the Board
review and approve various procedures adopted by portfolio managers and may
also require disclosure regarding the Board's consideration of these matters
in various documents required to be filed with the SEC. Portfolio Manager
represents it will, upon reasonable request of the Trust, provide to the
Trust information regarding all such matters including, but not limited to,
codes of ethics required by Rule 17j-1 under the Investment Company Act and
compliance procedures required by Rule 206(4)-7 under the Investment
Advisers Act, as well as certifications that, as contemplated under Rule
38a-1 under the Investment Company Act, Portfolio Manager has implemented a
compliance program that is reasonably designed to prevent violations of the
federal securities laws by the Portfolio with respect to those services
provided pursuant to this Agreement. Portfolio Manager acknowledges that
the Trust may, in response to regulations or recommendations issued by the
SEC or other regulatory agencies, from time to time, request additional
information regarding the personal securities trading of its directors,
partners, officers and employees and the policies of Portfolio Manager with
regard to such trading. Portfolio Manager agrees that it make reasonable
efforts to respond to the Trust's reasonable requests in this area.
(c) Upon request of the Trust, Portfolio Manager shall promptly supply the
Trust with any information concerning Portfolio Manager and its
stockholders, employees and affiliates that the Trust may reasonably require
in connection with the preparation of its registration statements, proxy
materials, reports and other documents required, under applicable state or
Federal laws, to be filed with state or Federal agencies and/or provided to
shareholders of the Trust.
10. Status of Portfolio Manager. The Trust and Portfolio Manager
acknowledge and agree that the relationship between Portfolio Manager and
the Trust is that of an independent contractor and under no circumstances
shall any employee of Portfolio Manager be deemed an employee of the Trust
or any other organization that the Trust may, from time to time, engage to
provide services to the Trust, its Portfolios or its shareholders. The
parties also acknowledge and agree that nothing in this Agreement shall be
construed to restrict the right of Portfolio Manager or its affiliates to
perform investment management or other services to any person or entity,
including without limitation, other investment companies and persons who may
retain Portfolio Manager to provide investment management services and the
performance of such services shall not be deemed to violate or give rise to
any duty or obligations to the Trust.
11. Service to Other Clients. It is understood that Portfolio Manager may
perform investment advisory services for various clients including related
persons, related entities of the Portfolio Manager and various investment
companies. The Trust agrees that Portfolio Manager may provide advice and
take action with respect to any of its other clients, itself or affiliates
that may compete with or differ from the advice given or the timing or
nature of action taken with respect to the Account, so long as it is the
Portfolio Manager's policy, to the extent practical, to allocate investment
opportunities to the Account over a period of time on a fair and equitable
basis relative to other clients, itself and its affiliates. It is
understood that Portfolio Manager shall not have any obligation to purchase
or sell, or to recommend for purchase or sale, for the account any security
or other investment which Portfolio Manager, its principals, affiliates, or
employees may purchase or sell for its or their own accounts of for the
account of any other client, if in the opinion of Portfolio Manager such
transaction or investment appears unsuitable, impractical, or undesirable
for the Account. Portfolio Manager may, but is not required to, enter into
"batch" trades for multiple clients.
12. Inside Information. Portfolio Manager shall, as a general rule, seek
only to obtain publicly available research material and information. In the
event Portfolio Manager does acquire or in some manner possess "material
non-public information," ("MNPI") (as defined under the Xxxxxxx xxxxxxx and
Securities Fraud Enforcement Act of 1988) Portfolio Manager acknowledges
that it has implemented adequate procedures which may include information
sharing restrictions (fire walls) to reasonably seek to assure regulatory
compliance. The Trust acknowledges that possession of MNPI may adversely
affect the Portfolio Manager's ability to initiate investing or continue
investing in a specific portfolio security.
13. Proxies. Portfolio Manager will vote the proxies solicited by the
issuers of securities in which assets of the Account are managed by
Portfolio Manager or held in the Trust's Account during the related
designated investment period.
14. Class Actions. The Trust and not Portfolio Manager will generally,
unless otherwise stipulated by law or written agreement, initiate and pursue
all appropriate litigation claims and related filings in connection with
the Account. However, Portfolio Manager will upon request and to the extent
possible, assist the Trust and Custodian with such actions, but may only
do so on behalf of the assets currently managed by the Portfolio Manager.
Portfolio Manager will forward to the Trust promptly any materials it
receives in this regard.
15. Counterparts and Notice. This Agreement may be executed in one or
more counterparts, each of which shall be deemed to be an original. Any
notice required to be given under this Agreement shall be deemed given
when received, in writing addressed and delivered, by certified mail, by
hand or via overnight delivery service as follows:
If to the Trust:
Xx. Xxxxxxx Xxxxxxx, Vice President & Treasurer
The HC Capital Trust
Five Tower Bridge, 000 Xxxx Xxxxxx Xxxxx, Xxxxx 000
Xxxx Xxxxxxxxxxxx, XX 00000
If to Seix:
Chief Compliance Officer
Seix Investment Advisors LLC
00 Xxxxxxxxxxxx Xxxx, Xxxxx X-000
Xxxxx Xxxxxx Xxxxx, XX 00000
16. Miscellaneous. The captions in this Agreement are included for
convenience of reference only and in no way define or delimit any of the
provisions hereof or otherwise affect their construction or effect. If any
provision of this Agreement shall be held or made invalid by a court
decision, statute, rule or otherwise, the remainder of this Agreement shall
not be affected thereby. This Agreement shall be binding upon and shall
inure to the benefit of the parties hereto and their respective successors
and shall be governed by the law of the State of Delaware provided that
nothing herein shall be construed as inconsistent with the Investment
Company Act or the Investment Advisers Act.
The Trust acknowledges receipt of Part II of Portfolio Manager's Form ADV,
copies of which have been provided to the Trust's Board of Trustees.
Portfolio Manager is hereby expressly put on notice of the limitations of
shareholder and Trustee liability set forth in the Declaration of Trust of
the Trust and agrees that obligations assumed by the Trust pursuant to this
Agreement shall be limited in all cases to the assets of the Portfolio.
Portfolio Manager further agrees that it will not seek satisfaction of any
such obligations from the shareholders or any individual shareholder of the
Trust, or from the Trustees of the Trust or any individual Trustee of the
Trust.
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.
ATTEST: Seix Investment Advisors LLC
By: /s/ Xxxxxxx X. Xxxxxx
Name: Xxxxxxx X. Xxxxxx
Title: Counsel & CCO
Date: May 29, 2014
ATTEST: The HC Capital Trust (on behalf of The U.S. Corporate Fixed Income
Securities Portfolio)
By: /s/ Xxxxxxx Xxxxxxx
Name: Xxxxxxx Xxxxxxx
Title: VP & Treasurer
Date: 5/29/14
