HC Capital Trust PRE 14C Preliminary information

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14C

SCHEDULE 14C INFORMATION

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HC CAPITAL TRUST

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HC CAPITAL TRUST

Five Tower Bridge, 300 Barr Harbor Drive, Suite 500

West Conshohocken, Pennsylvania 19428

March , 2015

To the Shareholders of The Value Equity Portfolio, The Institutional Value Equity Portfolio, The Growth Equity Portfolio, The Institutional Growth Equity Portfolio, The Small Capitalization – Mid Capitalization Equity Portfolio, The Institutional Small Capitalization – Mid Capitalization Equity Portfolio, The Real Estate Securities Portfolio, The Commodity Returns Strategy Portfolio, The International Equity Portfolio, The Institutional International Equity Portfolio, The Emerging Markets Portfolio and The Fixed Income Opportunity Portfolio (the “Portfolios”) of the HC Capital Trust:

We encourage you to read the attached information statement thoroughly. As the information statement describes, the Board of Trustees of HC Capital Trust has approved new Portfolio Management Agreements with Parametric Portfolio Associates, LLC with respect to each of the Portfolios on the terms described herein.

The enclosed document is purely for informational purposes. You are not being asked to vote or take action on any matter.

As always, thank you for your trust and confidence.

Sincerely yours,

Robert J. Zion

President

HC Capital Trust

HC Capital Trust

The Value Equity Portfolio

The Institutional Value Equity Portfolio

The Growth Equity Portfolio

The Institutional Growth Equity Portfolio

The Small Capitalization – Mid Capitalization Equity Portfolio

The Institutional Small Capitalization – Mid Capitalization Equity Portfolio

The Real Estate Securities Portfolio

The Commodity Returns Strategy Portfolio

The International Equity Portfolio

The Institutional International Equity Portfolio

The Emerging Markets Portfolio

The Fixed Income Opportunity Portfolio

Five Tower Bridge, 300 Barr Harbor Drive, Suite 500

West Conshohocken, PA 19428

INFORMATION STATEMENT

This Information Statement is being provided to the shareholders of The Value Equity Portfolio, The Institutional Value Equity Portfolio, The Growth Equity Portfolio, The Institutional Growth Equity Portfolio, The Small Capitalization – Mid Capitalization Equity Portfolio, The Institutional Small Capitalization – Mid Capitalization Equity Portfolio, The Real Estate Securities Portfolio, The Commodity Returns Strategy Portfolio, The International Equity Portfolio, The Institutional International Equity Portfolio, The Emerging Markets Portfolio and The Fixed Income Opportunity Portfolio (each, a “Portfolio” and collectively, the “Portfolios”), each of which is a series of HC Capital Trust (the “Trust”). This Information Statement is in lieu of a proxy statement, pursuant to the terms of an Exemptive Order (the “Order”) that the Trust and Hirtle Callaghan & Co., LLC, of which the Trust’s investment adviser, HC Capital Solutions (the “Adviser”) is a division, received from the U.S. Securities and Exchange Commission (the “SEC”) on July 10, 2012. The Order permits the Adviser, under certain circumstances, to hire or replace independent investment advisory firms (each, a “Specialist Manager”) and to make changes to existing portfolio management agreements with Specialist Managers with the approval of the Board of Trustees (the “Board) of the Trust (without the need for a shareholder meeting). Under the conditions of the Order, the Board must provide notice to shareholders within 90 days of hiring a new Specialist Manager or implementing any material change in a portfolio management agreement.

Effective March 11, 2015, Parametric Portfolio Associates, LLC (“Parametric”) serves as a Specialist Manager for each of the Portfolios pursuant to the terms of certain portfolio management agreements, (“Agreements”). As more fully described below under the heading “Factors Considered by the Board,” Parametric will invest assets allocated to it in exchange-traded futures and short term highly liquid instruments (“Liquidity Strategy’). The respective Agreements were considered and approved by the Board, including a majority of the Independent Trustees, at an in-person meeting held on March 10, 2015.

This Information Statement is being supplied to shareholders to fulfill the notice requirement, and a notice regarding the website availability of this Information Statement will be mailed on or about [ ], 2015 to the Portfolios’ shareholders of record as of March 13, 2015. This Information Statement describes the Agreements.

NO SHAREHOLDER VOTE WILL BE TAKEN WITH RESPECT TO THE MATTERS DESCRIBED IN THIS INFORMATION STATEMENT. WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE NOT REQUESTED TO SEND US A PROXY.

INTRODUCTION AND BACKGROUND

The Trust is a diversified, open-end management investment company. The Trust is designed to operate in a “multi-manager” or “manager of managers” format and as a vehicle through which the Adviser and/or its affiliates implement certain asset allocation strategies on behalf of their investment advisory clients. Under the multi-manager structure, day-to-day portfolio management services and investment decisions are provided to each of the Trust’s investment portfolios by one or more independent investment advisory firms (each, a “Specialist Manager”). The Adviser serves as the Trust’s primary investment adviser and, in particular, monitors, evaluates and oversees the Specialist Managers that serve the Trust’s various portfolios. The Board is responsible for the overall supervision and management of the business and affairs of the Trust.

Prior to March 11, 2015, Parametric was one of several Specialist Managers providing day-to-day portfolio management services to each of the Value Equity, Institutional Value Equity, Growth Equity and Institutional Growth Equity Portfolios. As of that date, Parametric began managing additional assets, employing a different investment strategy as outlined below, for each of those four Portfolios as well as assets of each the other Portfolios listed above. The services provided by each of the other Specialist Managers serving each of the Portfolios were not affected by the addition of Parametric.

Additional information about Parametric is set forth under the heading “Management of the Trust” in this Information Statement.

As indicated above, the Trust and the Adviser’s parent organization have obtained the Order from the SEC, which permits the Adviser to enter into portfolio management agreements with Specialist Managers without obtaining shareholder approval under certain circumstances. The Adviser, subject to the review and approval of the Board, selects Specialist Managers for each of the Trust investment portfolios, and supervises and monitors the performance of each Specialist Manager. The Trust may rely on the Order, provided that the investment portfolios are managed by the Adviser, and comply with the terms and conditions set forth in the application for the Order.

The Order also permits the Adviser, subject to the approval of the Board, to replace Specialist Managers or amend portfolio management agreements without shareholder approval (except in the case of affiliated Specialist Managers) whenever the Adviser and the Board believe such action will benefit the respective Trust and its shareholders.

THE PARAMETRIC PORTFOLIO MANAGEMENT AGREEMENTS

The Agreements were approved by the Trust’s Board at the Board’s regular meeting held on March 10, 2015.

With respect to any assets allocated to Parametric under the Agreements, Parametric is entitled to receive a fee, calculated daily and payable monthly in arrears, at the annual rate of 0.15% of the first $50 million of the Combined Assets (as defined below); 0.10% of the next $100 million of the Combined Assets and 0.05% on Combined Assets over $150 million.

For purposes of the Agreements, the term “Combined Assets” means the sum of the net assets of that portion of each of the Portfolios of the Trust allocated to Parametric from time to time for investment in their Liquidity Strategy.

Parametric is also be entitled to receive a flat fee of $10,000 per year per Portfolio, provided that 1/12 of such fee related to any given Portfolio will be waived with respect to each calendar month during which no assets of such Portfolio were allocated to Parametric for investment in their Liquidity Strategy.

With respect to The Fixed Income Opportunity Portfolio, the fee to which Parametric is entitled under the Agreements is lower than the fees to which each other Specialist Manager serving that Portfolio is entitled. With respect to each of the other Portfolios, the fee to which Parametric is entitled under the Agreements is lower than the fees to which some of the other Specialist Managers serving that Portfolio are entitled and higher than the fees to which some of the other Specialist Managers serving that Portfolio are entitled.

The fees to which each of the other Specialist Managers in each Portfolio are entitled are set forth under the heading “Management of the Trust” in this Information Statement

A copy of the form of Agreement with Parametric appears attached to this Information Statement asExhibit A. Information about Parametric is set forth under the heading “Management of the Trust” in this Information Statement.

Factors Considered by the Board

The Board, including a majority of the Independent Trustees, considered and approved the Agreements with Parametric relating to the Portfolios. In considering the circumstances of the Portfolios, the Board reviewed the Adviser’s assessment that the Portfolios would benefit from maintaining a small portion of the assets of each Portfolio in cash in order to be able to meet redemption requests without disrupting the strategies being executed by each of the other Specialist Managers in implementing each Portfolio’s principal investment strategies, but while maintaining exposure to the appropriate asset class.

In concluding that approval of the Agreements was in the best interests of each of the Portfolios and consistent with the expectations of shareholders, the Board gave substantial weight to the Adviser’s assessment of the structure of the Portfolios as well as the Adviser’s views with respect to the expected quality of Parametric’s services and the potential benefit of the Liquidity Strategy.

In connection with its deliberations, the Board reviewed the proposed Liquidity Strategy, including the basis for the Adviser’s recommendation that this strategy be implemented. In addition, the Board reviewed information from Parametric about its business and operations.

In particular, the Board considered information presented by Parametric about the manner in which it employs exchange-traded futures to gain exposure to an asset class for a portion of a portfolio while maintaining the majority of that portion’s assets in cash as well as information presented by the Adviser relating to the manner, and the circumstances, in which the Liquidity Strategy would be implemented, including the Adviser’s view that approval of the Agreements would permit the Adviser to enhance the Portfolios’ liquidity and, at the same time, maintain exposure to the asset classes in which the respective Portfolios are designed to invest.

The Board also considered information relating to portfolio management services provided by Parametric to each of Value Equity, Institutional Value Equity, Growth Equity and Institutional Growth Equity Portfolios, and to well as to certain private investment vehicles sponsored by Hirtle Callaghan.

The Board also considered information provided to it by the Adviser and Parametric with respect to the nature and quality of the services expected to be provided by Parametric, its performance record in managing investment accounts similar to the Portfolios, its commitment to maintaining a consistent investment strategy, the size and depth of the organization and other factors. The Board also considered the specific terms of the Agreements, including the fees payable to Parametric, noting that the addition of Parametric would likely result in a slight reduction in the advisory fees paid by each of the Portfolios, depending on the manner in which each Portfolio’s assets were to be allocated.

In summary, the Board concluded that the implementation of the Agreements with Parametric would be in the best interests of the Trust and consistent with the expectations of shareholders of the respective Portfolios. During the course of its deliberations, and as indicated above, the Board considered recommendations made by the Adviser as well as information provided to it relating to Parametric’s management style and past performance record. Specifically, in considering the nature and quality (including performance) of the services expected to be provided by Parametric, the Board had before it information that it received from the Adviser and Parametric with respect to Parametric’s commitment to implementing a consistent investment program and information relating to its compliance programs and back office systems. The Board also considered a range of information with respect to the experience and professional backgrounds of the members of the proposed portfolio management teams. In concluding that the services to be provided by Parametric were reasonably likely to benefit the Portfolios, the Board did not rely upon any single factor, but gave substantial weight to the Adviser’s recommendations and its view with respect to the ability of Parametric to carry out the investment policies of the Portfolios and to ensure continuity in their investment strategies.

The Board also determined that the rate at which Parametric would be compensated for its services under the Agreements was reasonable. In reaching this conclusion, the Board was informed with respect to, among other relevant factors, comparative fee information, including information regarding both peer group fees and fees charged to the Portfolios by each of the other Specialist Managers then serving them. The Board did not specifically rely upon such comparisons, but gave substantial weight to the fact that the rate at which Parametric was to be compensated was determined as a result of arms-length negotiations conducted by the officers of the Trust and the Adviser.

Additional Information About the Agreements with Parametric Relating to the Portfolios

The Agreements each require the named service provider to (i) provide a continuous investment program for that portion of the respective Portfolio’s assets that may be allocated to it; (ii) provide investment research; (iii) select brokers and dealers through which securities transactions are executed; and (iv) maintain certain records required under relevant provisions of the Investment Company Act of 1940 (the “1940 Act”). The Agreements also provide: that the service provider will not be liable to the Trust for any loss sustained by the Trust unless such loss is caused by the service provider’s willful misfeasance, reckless disregard of duty, bad faith or gross negligence; for termination of the agreement by the Trust or by the service provider upon sixty days’ written notice; and its termination in the event of an “assignment” as defined in the 1940 Act. For more information on the fees and expenses of the Portfolios, see the pro-forma fee and expense tables inAppendices A and B.

With respect to duration and termination, each Agreement provides that it shall continue in effect for a period of two years from the date on which it becomes effective. Each Agreement will remain in effect thereafter from year to year for so long as its continuance is specifically approved, at least annually, by (i) a majority of the Board or the vote of the holders of a majority of the respective 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 the Trust’s Independent Trustees.

MANAGEMENT OF THE TRUST

Information about HC Capital Solutions. Under the terms of separate discretionary investment advisory agreements with the Trust, the Adviser continuously monitors the performance of various investment management organizations, including the several Specialist Managers retained by the Trust and generally oversees the services provided to the Trust by its administrator, custodian and other service providers. Each of the HC Agreements also authorizes the Adviser to allocate and reallocate assets among Specialist Managers in multi-manager portfolios of the Trust from time to time. In addition, the HC Agreements provide that the Adviser will make its officers available to serve as officers and/or Trustees of the Trust, and maintain office space sufficient for the Trust’s principal office. For its services under the HC Agreements, the Adviser is entitled to receive an annual fee of 0.05% of each Portfolio’s average net assets. For the fiscal year ended June 30, 2014, the Adviser received advisory fees from each of the Portfolios in the following amounts:


The Value Equity Portfolio	$	319,000
The Institutional Value Equity Portfolio	$	479,000
The Growth Equity Portfolio	$	400,000
The Institutional Growth Equity Portfolio	$	646,000
The Small Capitalization – Mid Capitalization Equity Portfolio	$	60,000
The Institutional Small Capitalization – Mid Capitalization Equity Portfolio	$	89,000
The Real Estate Securities Portfolio	$	69,000
The Commodity Returns Strategy Portfolio	$	526,000
The International Equity Portfolio	$	769,000
The Institutional International Equity Portfolio	$	1,388,000
The Emerging Markets Portfolio	$	690,000
The Fixed Income Opportunity Portfolio	$	438,000

The Adviser is a division of Hirtle, Callaghan & Co., LLC, and wholly owned by Hirtle Callaghan Holdings, Inc., which is controlled by Jonathan J. Hirtle. The Adviser’s principal offices are located at Five Tower Bridge, 300 Barr Harbor Drive, Suite 500, West Conshohocken, PA 19428. Robert J. Zion, Chief Operating Officer, Secretary and a Principal of Hirtle, Callaghan & Co., LLC, serves on the Trust’s Board and also serves as President of the Trust. The current HC Agreements were last approved by the Trust’s Board (including a majority of the Trust’s Independent Trustees) at the meeting of the Board held on March 10, 2015.

Information about Parametric.

Parametric serves as a Specialist Manager for each of The Value Equity Portfolio, The Institutional Value Equity Portfolio, The Growth Equity Portfolio, The Institutional Growth Equity Portfolio, The Small Capitalization – Mid Capitalization Equity Portfolio, The Institutional Small Capitalization – Mid Capitalization Equity Portfolio, The Real Estate Securities Portfolio, The Commodity Returns Strategy Portfolio, The International Equity Portfolio, The Institutional International Equity Portfolio, The Emerging Markets Portfolio and The Fixed Income Opportunity Portfolio. Parametric is a majority-owned subsidiary of Eaton Vance Corporation (“Eaton Vance”). Eaton Vance through its wholly owned affiliates Eaton Vance Acquisitions (“EVA”) and EVA Holdings LLC, maintains voting control of Parametric and Profit and Capital interests of 92% and 97%, respectively. Parametric Portfolio LP (“PPLP”), maintains an indirect Profit and Capital ownership interest in Parametric of 8% and 3%, respectively. The business address of Eaton Vance, EVA and EVA Holdings, LLC is Two International Place, Boston, MA 02110. The business address of Parametric and PPLP is 1918 Eighth Ave, Seattle, WA 98101. As of December 31, 2014, Parametric and its subsidiary had approximately $136.7 billion in assets under management.

For its Liquidity Strategy services to each of Portfolios, Parametric is entitled to receive a fee, calculated daily and payable monthly in arrears, at the annual rate of 0.15% of the first $50 million of the Combined Assets (as defined below); 0.10% of the next $100 million of the Combined Assets and 0.05% on Combined Assets over $150 million.

For the implementation of its Liquidity Strategy, Parametric is also be entitled to receive a flat fee of $10,000 per year per Portfolio, provided that 1/12 of such fee related to any given Portfolio will be waived with respect to each calendar month during which no assets of such Portfolio were allocated to Parametric for investment in their Liquidity Strategy.

Under the terms of separate portfolio management agreements, Parametric is also entitled to receive a separate fee at the annual rate of 0.35% of the first $50 million of the combined assets committed to the Defensive Equity Strategy and 0.25% on combined assets committed to the Defensive Equity Strategy over $50 million. Combined assets committed to the Defensive Equity Strategy means the sum of the net assets of that portion of each of The Value Equity Portfolio, The Institutional Value Equity Portfolio, The Growth Equity Portfolio and The Institutional Growth Equity Portfolio allocated to Parametric from time-to-time for investment using the Defensive Equity Strategy. During the fiscal year ended June 30, 2014, Parametric was not allocated assets of any Portfolio and, consequently, earned no fees from the Trust.

Mr. Jay Strohmaier, Mr. Dan Wamre and Mr. Alex Zweber are primarily responsible for the day-to-day management of the portion of each Portfolio’s assets allocated to Parametric for investment in its Defensive Equity Strategy. As Senior Portfolio Manager, Mr. Strohmaier leads a team of investment professionals responsible for designing, trading and managing overlay portfolios with an emphasis on Defensive Equity, hedging, and other asymmetric strategies. Mr. Strohmaier joined Parametric upon Parametric’s acquisition of The Clifton Group Investment Management Company (“Clifton”) in 2012, and prior to that acquisition was employed by Clifton since 2009. Before joining Clifton in 2009, Mr. Strohmaier worked for Cargill, Peregrine Capital Management and Advantus Capital Management where his responsibilities included research, portfolio management, trading, marketing and client service. He has over 25 years of investment experience. Mr. Strohmaier holds a BS degree in Agricultural Economics from Washington State University and MS in Applied Economics from the University of Minnesota. Mr. Wamre, CFA, Portfolio Manager, joined Parametric upon Parametric’s acquisition of Clifton, and was employed at Clifton from 1998 until its acquisition in 2012. He earned a BS from North Dakota State University and an MBA in finance from the University of Minnesota. Mr. Zweber, CFA, Portfolio Manager, joined Parametric in 2012 upon Parametric’s acquisition of Clifton, and prior to the acquisition worked at Clifton in various investment capacities for over eight years. Mr. Zweber holds a BA in Economics from Macalester College.

Mr. Justin Henne and Mr. Dan Wamre are primarily responsible for the day-to-day management of the portion of each Portfolio’s assets allocated to Parametric for investment in its Liquidity Strategy. As Managing Director – Customized Exposure Management, Mr. Henne leads the investment team responsible for the implementation and enhancement of Parametric’s Customized Exposure Management product. Mr. Henne joined Parametric upon Parametric’s acquisition of Clifton in 2012, and prior to that acquisition was employed by Clifton since 2004. Mr. Henne holds a BA in Financial Management from the University of St. Thomas. He is a CFA charterholder and a member of the CFA Society of Minnesota. Mr. Wamre, CFA, Portfolio Manager, joined Parametric upon Parametric’s acquisition of Clifton, and was employed at Clifton from 1998 until its acquisition in 2012. He earned a BS from North Dakota State University and an MBA in finance from the University of Minnesota.

The name and principal occupation of each of the principal executive officers and each director of Parametric are set forth in the chart below. Each such individual has the same business address as Parametric.


Name		Principal Occupation
David Morris Stein		Manager, CIO
Brian Dean Langstraat		Manager, CEO
Thomas E. Faust, Jr.		Manager
Aaron William Singleton		Manager, CFO
Laurie Greenwald Hylton		Manager
Christine Carr Smith		Manager, CAO
Deborah Anne Lamb		Chief Compliance Officer

The following table sets forth certain information about other registered investment companies, the investment objectives and policies of which are similar to those of one or more of the Portfolios, for which Parametric provides portfolio management services similar to its Liquidity Strategy:


Name of Fund	Name of Portfolio	Assets as of 12/31/14		Parametric Advisory Fee
GuideStone Funds Real Estate Securities Fund	The Real Estate Securities Portfolio	$	270,000,000		10 bps
GuideStone Funds International Equity Fund	The International Equity Portfolio; The Institutional International Equity Portfolio	$	1,379,000		10 bps
GuideStone Funds Emerging Markets Equity Fund	The Emerging Markets Portfolio	$	300,000,000		10 bps

Parametric does not act as an investment adviser with respect to any other registered funds with respect to the Defensive Equity Strategy which have similar investment objectives to any of the Portfolios.

Information about the Other Specialist Managers.

The Value Equity Portfolio. The Value Equity Portfolio is currently managed by four (4) Specialist Managers: AllianceBernstein L.P. (“AllianceBernstein”); Cadence Capital Management (“Cadence”); Mellon Capital Management Corporation (“Mellon Capital”); and Parametric. AllianceBernstein’s principal offices are located at 1345 Avenue of the Americas, New York, NY, 10105. Cadence’s principal offices are located at 265 Franklin Street, Boston, MA 02110. Mellon Capital’s principal offices are located at 50 Fremont Street, Suite 3900, San Francisco, CA 94105.

Alliance Bernstein, Cadence and Mellon Capital are entitled to the following fees.


Alliance Bernstein		0.37% of the first $150 million in total Combined Assets (sum of assets managed by Alliance Bernstein for the Trust and certain other clients of the Adviser), 0.35% of the next $150 million of Combined Assets and 0.29% of the Combined Assets exceeding $300 million

Cadence		0.065% so long as the aggregate assets allocated to Mellon Capital for all of its passive equity mandates (including accounts for other clients of the Adviser and certain of its affiliates besides the Trust) exceed $2 billion. Should these aggregate assets fall below $2 billion, the fee will be calculated at an annual rate of 0.075%

Mellon Capital		0.065% so long as the aggregate assets allocated to Mellon Capital for all of its passive equity mandates (including accounts for other clients of the Adviser and certain of its affiliates besides the Trust) exceed $2 billion. Should these aggregate assets fall below $2 billion, the fee will be calculated at an annual rate of 0.075%

The Institutional Value Equity Portfolio. The Institutional Value Equity Portfolio is currently managed by five (5) Specialist Managers: AllianceBernstein; Cadence; Mellon Capital; Pacific Investment Management Company LLC (“PIMCO”); and Parametric. PIMCO’s principal offices are located at 840 Newport Center Drive, Suite 100, Newport Beach, CA 92660.

Alliance Bernstein, Cadence, Mellon Capital and PIMCO are entitled to the following fees.


Alliance Bernstein		0.37% of the first $150 million in total Combined Assets (sum of assets managed by Alliance Bernstein for the Trust and certain other clients of the Adviser), 0.35% of the next $150 million of Combined Assets and 0.29% of the Combined Assets exceeding $300 million

Cadence		0.065% so long as the aggregate assets allocated to Mellon Capital for all of its passive equity mandates (including accounts for other clients of the Adviser and certain of its affiliates besides the Trust) exceed $2 billion. Should these aggregate assets fall below $2 billion, the fee will be calculated at an annual rate of 0.075%

Mellon Capital		0.065% so long as the aggregate assets allocated to Mellon Capital for all of its passive equity mandates (including accounts for other clients of the Adviser and certain of its affiliates besides the Trust) exceed $2 billion. Should these aggregate assets fall below $2 billion, the fee will be calculated at an annual rate of 0.075%

PIMCO		0.25%

The Growth Equity Portfolio. The Growth Equity Portfolio is currently managed by five (5) Specialist Managers: Cadence; Jennison Associates LLC (“Jennison”); Mellon Capital; Parametric; and Sustainable Growth Advisers, LP (“SGA”). Jennison’s principal offices are located at 466 Lexington Avenue, New York, NY 10017. SGA’s principal offices are located at 301 Tresser Blvd., Suite 1310, Stamford, CT 06901.

Cadence, Jennison, Mellon Capital and SGA are entitled to the following fees.


Cadence		0.065% so long as the aggregate assets allocated to Mellon Capital for all of its passive equity mandates (including accounts for other clients of the Adviser and certain of its affiliates besides the Trust) exceed $2 billion. Should these aggregate assets fall below $2 billion, the fee will be calculated at an annual rate of 0.075%

Jennison		0.75% on the first $10 million of Combined Assets (sum of assets managed by Jennison for the Trust and certain other clients of the Adviser), 0.50% on the next $30 million of such Combined Assets; 0.35% of the next $25 million of such Combined Assets; 0.25% on the next $335 million of such Combined Assets; 0.22% of the next $600 million of such Combined Assets; 0.20% on the next $4 billion of such Combined Assets; and 0.25% on the balance of such Combined Assets; subject to a maximum annual fee of 0.30% of the average daily net assets of the portion of the Portfolios allocated to Jennison

Mellon Capital		0.065% so long as the aggregate assets allocated to Mellon Capital for all of its passive equity mandates (including accounts for other clients of the Adviser and certain of its affiliates besides the Trust) exceed $2 billion. Should these aggregate assets fall below $2 billion, the fee will be calculated at an annual rate of 0.075%

SGA		0.35%

The Institutional Growth Equity Portfolio. The Institutional Growth Equity Portfolio is currently managed by six (6) Specialist Managers: Cadence; Jennison; Mellon Capital; Parametric; PIMCO; and SGA.

Cadence, Jennison, Mellon Capital, PIMCO and SGA are entitled to the following fees.


Cadence		0.065% so long as the aggregate assets allocated to Mellon Capital for all of its passive equity mandates (including accounts for other clients of the Adviser and certain of its affiliates besides the Trust) exceed $2 billion. Should these aggregate assets fall below $2 billion, the fee will be calculated at an annual rate of 0.075%

Jennison		0.75% on the first $10 million of Combined Assets (sum of assets managed by Jennison for the Trust and certain other clients of the Adviser), 0.50% on the next $30 million of such Combined Assets; 0.35% of the next $25 million of such Combined Assets; 0.25% on the next $335 million of such Combined Assets; 0.22% of the next $600 million of such Combined Assets; 0.20% on the next $4 billion of such Combined Assets; and 0.25% on the balance of such Combined Assets; subject to a maximum annual fee of 0.30% of the average daily net assets of the portion of the Portfolios allocated to Jennison

Mellon Capital		0.065% so long as the aggregate assets allocated to Mellon Capital for all of its passive equity mandates (including accounts for other clients of the Adviser and certain of its affiliates besides the Trust) exceed $2 billion. Should these aggregate assets fall below $2 billion, the fee will be calculated at an annual rate of 0.075%

PIMCO		0.25%

SGA		0.35%

The Small Capitalization-Mid Capitalization Equity Portfolio. The Small Capitalization-Mid Capitalization Equity Portfolio is currently managed by seven (7) Specialist Managers: Ariel investments, LLC (“Ariel”); Cadence; Cupps Capital Management, LLC (“Cupps”); Frontier Capital Management Company, LLC (“Frontier”); IronBridge Capital Management LP (“IronBridge”); Mellon Capital; and Pzena Investment Management, LLC (“Pzena”). Ariel’s principal offices are located at 200 East Randolph Street, Suite 2900, Chicago, IL 60601, Cupps’ principal offices are located at 300 North LaSalle Boulevard, Suite 5425, Chicago, Illinois 60654. Frontier’s principal offices are located at 99 Summer Street, Boston, MA 02110. IronBridge’s principal offices are located at One Parkview Plaza, Suite 700, Oakbrook Terrace, IL 60181. Pzena’s principal offices are located at 120 West 45th Street, 20th Floor, New York, NY 10036.

Ariel, Cadence, Cupps, Frontier, IronBridge, Mellon Capital and Pzena, are entitled to the following fees.


Ariel		1.00% of the first $10 million of the Combined Assets (sum of assets managed by Ariel for the Trust and certain other clients of the Adviser), 0.75% of the next $10 million and 0.50% of Combined Assets exceeding $20 million

Cadence		0.065% so long as the aggregate assets allocated to Mellon Capital for all of its passive equity mandates (including accounts for other clients of the Adviser and certain of its affiliates besides the Trust) exceed $2 billion. Should these aggregate assets fall below $2 billion, the fee will be calculated at an annual rate of 0.075%

Cupps		0.85%


Frontier		0.45% of the first $90 million of the Combined Assets (sum of assets managed by Frontier for the Trust and certain other clients of the Adviser); and 0.75% on Combined Assets over $100 million

IronBridge		0.95%

Mellon Capital		0.065% so long as the aggregate assets allocated to Mellon Capital for all of its passive equity mandates (including accounts for other clients of the Adviser and certain of its affiliates besides the Trust) exceed $2 billion. Should these aggregate assets fall below $2 billion, the fee will be calculated at an annual rate of 0.075%

Pzena		1.00%

The Institutional Small Capitalization-Mid Capitalization Equity Portfolio. The Institutional Small Capitalization-Mid Capitalization Equity Portfolio is currently managed by seven (7) Specialist Managers: Ariel; Cadence; Cupps; Frontier; IronBridge; Mellon Capital; and Pzena.

Ariel, Cadence, Cupps, Frontier, IronBridge, Mellon Capital and Pzena are entitled to the following fees.


Ariel		1.00% of the first $10 million of the Combined Assets (sum of assets managed by Ariel for the Trust and certain other clients of the Adviser), 0.75% of the next $10 million and 0.50% of Combined Assets exceeding $20 million

Cadence		0.065% so long as the aggregate assets allocated to Mellon Capital for all of its passive equity mandates (including accounts for other clients of the Adviser and certain of its affiliates besides the Trust) exceed $2 billion. Should these aggregate assets fall below $2 billion, the fee will be calculated at an annual rate of 0.075%

Cupps		0.85%

Frontier		0.45% of the first $90 million of the Combined Assets (sum of assets managed by Frontier for the Trust and certain other clients of the Adviser); and 0.75% on Combined Assets over $100 million

IronBridge		0.95%

Mellon Capital		0.065% so long as the aggregate assets allocated to Mellon Capital for all of its passive equity mandates (including accounts for other clients of the Adviser and certain of its affiliates besides the Trust) exceed $2 billion. Should these aggregate assets fall below $2 billion, the fee will be calculated at an annual rate of 0.075%

Pzena		1.00%

The Real Estate Securities Portfolio. The Real Estate Securities Portfolio is currently managed by three (3) Specialist Managers: Cadence; Mellon Capital; and Wellington Management Company, LLP (“Wellington”). Wellington’s principal offices are located at 280 Congress Street, Boston, MA 02110.

Cadence, Mellon Capital and Wellington are entitled to the following fees.


Cadence		0.10% so long as the aggregate assets allocated to Cadence for all of its passive equity mandates (including accounts for other clients of the Adviser and certain of its affiliates besides the Trust) exceed $2 billion. Should these aggregate assets fall below $2 billion, the fee will be calculated at an annual rate of 0.11%

Mellon Capital		0.10% so long as the aggregate assets allocated to Mellon Capital for all of its passive equity mandates (including accounts for other clients of the Adviser and certain of its affiliates besides the Trust) exceed $2 billion. Should these aggregate assets fall below $2 billion, the fee will be calculated at an annual rate of 0.11%

Wellington		0.75% on the first $50 million of the average daily net Combined Assets (sum of assets managed by Ariel for the Trust and certain other clients of the Adviser) and 0.65% on Combined Assets over $50 million

The Commodity Returns Strategy Portfolio. The Commodity Returns Strategy Portfolio is currently managed by four (4) Specialist Managers: Cadence; Mellon Capital; PIMCO and Wellington.

Cadence, Mellon Capital, PIMCO and Wellington are entitled to the following fees.


Cadence		0.10% so long as the aggregate assets allocated to Cadence for all of its passive equity mandates (including accounts for other clients of the Adviser and certain of its affiliates besides the Trust) exceed $2 billion. Should these aggregate assets fall below $2 billion, the fee will be calculated at an annual rate of 0.11%

Mellon Capital		0.10% so long as the aggregate assets allocated to Mellon Capital for all of its passive equity mandates (including accounts for other clients of the Adviser and certain of its affiliates besides the Trust) exceed $2 billion. Should these aggregate assets fall below $2 billion, the fee will be calculated at an annual rate of 0.11%

PIMCO		0.49%

Wellington		For assets managed in its Global Natural Resources strategy, Wellington Management receives a fee at an annual rate of 0.85% of the average daily net assets of that portion of the Portfolio’s assets allocated to such strategy so long as there are at least $50 million in assets present in such account and 1.00% if less than $50 million are present in the account. For assets managed in its Commodity strategy, Wellington Management receives a fee at an annual rate of 0.75% of the average daily net assets of that portion of the Portfolio’s assets allocated to such strategy

The International Equity Portfolio. The International Equity Portfolio is currently managed by six (6) Specialist Managers: Artisan Partners Limited Partnership (“Artisan”); Cadence; Capital Guardian Trust Company (“CapGuardian”); Causeway Capital Management, LLC (“Causeway”); City of London Investment Management Company Limited (“CLIM”); and Mellon Capital. Artisan’s principal offices are located at 875 E. Wisconsin Avenue, Suite 800, Milwaukee, WI 53202. CapGuardian’s principal offices are located at 333 South Hope Street, Los Angeles, CA 90071. Causeway’s principal offices are located at 11111 Santa Monica Boulevard, 15th Floor, Los Angeles, CA 90025. CLIM’s principal offices are located at 77 Gracechurch Street, London, EC3V 0AS, United Kingdom (UK).

Artisan, Cadence, CapGurdian, Causeway, CLIM and Mellon Capital are entitled to the following fees.


Artisan		0.80% of average net assets for the first $50 million of the respective portfolio assets allocated to Artisan and 0.60% for such assets over $50 million. If the combined assets of the Portfolios increase to greater than $500 million, artisan will be compensated at an annual rate of 0.47% of the average net assets of the respective Portfolios allocated to Artisan

Cadence		0.10% for those assets allocated to developed markets strategies and at an annual rate of 0.13% for those assets allocated to emerging markets strategies, so long as the aggregate assets allocated to Cadence for all of its passive equity mandates (including accounts for other clients of the Adviser and certain of its affiliates besides the Trust) exceed $2 billion. Should these aggregate assets fall below $2 billion, the fee will be calculated an annual rate of 0.11% for those assets allocated to developed markets strategies and at an annual rate of 0.15% for those assets allocated to emerging markets strategies

CapGuardian		0.70% for the first $25 million of the average of the month-end net asset values of the CapGuardian account during the quarter, 0.55% for the next $25 million, 0.425% for the next $200 million in such assets and 0.375% for those assets in excess of $250 million. There is a minimum annual fee of $312,500 based upon an account size of $50 million. When the total aggregate fees exceed $3 million, before discounts, fee break points are to be eliminated and the Portfolios will pay a fee at an annual rate of 0.375% on all assets in the Portfolios managed by CapGuardian

Causeway		0.45%

CLIM		0.80% on the first $50 million in Combined Assets (net assets managed by CLIM in each of the International Equity and Institutional International Equity Portfolios; and the net assets invested in the same strategy that are managed by CLIM for the benefit of certain other investors who are clients of the Adviser); and 0.40% thereafter

Mellon Capital		0.10% for those assets allocated to developed markets strategies and at an annual rate of 0.13% for those assets allocated to emerging markets strategies, so long as the aggregate assets allocated to Mellon Capital for all of its passive equity mandates (including accounts for other clients of the Adviser and certain of its affiliates besides the Trust) exceed $2 billion. Should these aggregate assets fall below $2 billion, the fee will be calculated an annual rate of 0.11% for those assets allocated to developed markets strategies and at an annual rate of 0.15% for those assets allocated to emerging markets strategies

The Institutional International Equity Portfolio. The Institutional International Equity Portfolio is currently managed by seven (7) Specialist Managers: Artisan; Cadence; CapGuardian; Causeway; CLIM; Lazard Asset Management LLC (“Lazard”); and Mellon Capital. Lazard’s principal offices are located at 30 Rockefeller Plaza, New York, NY 10112.

Artisan, Causeway, CapGurdian, Lazard, Mellon Capital and Cadence are entitled to the following fees.


Artisan		0.80% of average net assets for the first $50 million of the respective portfolio assets allocated to Artisan and 0.60% for such assets over $50 million. If the combined assets of the Portfolios increase to greater than $500 million, artisan will be compensated at an annual rate of 0.47% of the average net assets of the respective Portfolios allocated to Artisan

Cadence		0.10% for those assets allocated to developed markets strategies and at an annual rate of 0.13% for those assets allocated to emerging markets strategies, so long as the aggregate assets allocated to Cadence for all of its passive equity mandates (including accounts for other clients of the Adviser and certain of its affiliates besides the Trust) exceed $2 billion. Should these aggregate assets fall below $2 billion, the fee will be calculated an annual rate of 0.11% for those assets allocated to developed markets strategies and at an annual rate of 0.15% for those assets allocated to emerging markets strategies

CapGuardian		0.70% for the first $25 million of the average of the month-end net asset values of the CapGuardian account during the quarter, 0.55% for the next $25 million, 0.425% for the next $200 million in such assets and 0.375% for those assets in excess of $250 million. There is a minimum annual fee of $312,500 based upon an account size of $50 million. When the total aggregate fees exceed $3 million, before discounts, fee break points are to be eliminated and the Portfolios will pay a fee at an annual rate of 0.375% on all assets in the Portfolios managed by CapGuardian

Causeway		0.45%

CLIM		0.80% on the first $50 million in Combined Assets (net assets managed by CLIM in each of the International Equity and Institutional International Equity Portfolios; and the net assets invested in the same strategy that are managed by CLIM for the benefit of certain other investors who are clients of the Adviser); and 0.40% thereafter

Lazard		0.45% of the average daily net assets of the first $100 million 0.40% on assets between $100 million and $250 million and 0.375% on the excess over $250 million

Mellon Capital		0.10% for those assets allocated to developed markets strategies and at an annual rate of 0.13% for those assets allocated to emerging markets strategies, so long as the aggregate assets allocated to Mellon Capital for all of its passive equity mandates (including accounts for other clients of the Adviser and certain of its affiliates besides the Trust) exceed $2 billion. Should these aggregate assets fall below $2 billion, the fee will be calculated an annual rate of 0.11% for those assets allocated to developed markets strategies and at an annual rate of 0.15% for those assets allocated to emerging markets strategies

The Emerging Markets Portfolio. The Emerging Markets Portfolio is currently managed by four (4) Specialist Managers: The Boston Company Asset Management LLC (“TBCAM”); Cadence; CLIM and Mellon Capital. TBCAM’s principal offices are located at One Boston Place, Boston, MA 02108.

TBCAN, Cadence, CLIM and Mellon Capital are entitled to the following fees.


TBCAM		0.90% of average net assets for the first $50 million in Portfolio assets, 0.85% for the next $50 million in such assets, 0.70% for the next $100 million in such assets, 0.55% on the next $200 million in such assets, and 0.50% for such assets over $400 million

Cadence		0.13% so long as the aggregate assets allocated to Cadence for all of its passive equity mandates (including accounts for other clients of the Adviser and certain of its affiliates besides the Trust) exceed $2 billion. Should these aggregate assets fall below $2 billion, the fee will be calculated at an annual rate of 0.15%

CLIM		1.00% on the first $100 million in Combined Assets (the sum of: the average daily net assets managed by CLIM in The Emerging Markets Portfolio; and the net assets invested in the same strategy that are managed by CLIM for the benefit of certain other investors who are clients of the Adviser); 0.80% on the next $100 million and 0.50% thereafter

Mellon Capital		0.13% so long as the aggregate assets allocated to Mellon Capital for all of its passive equity mandates (including accounts for other clients of the Adviser and certain of its affiliates besides the Trust) exceed $2 billion. Should these aggregate assets fall below $2 billion, the fee will be calculated at an annual rate of 0.15%

The Fixed Income Opportunity Portfolio. The Fixed Income Opportunity Portfolio is currently managed by four (4) Specialist Managers: CLIM, Fort Washington Investment Advisors, Inc. (“Fort Washington”), Mellon Capital and Western Asset Management Company (“Western Asset”). Fort Washington’s principal offices are located at 303 Broadway, Suite 1200, Cincinnati, OH 45202. Western Asset’s principal offices are located at 385 E. Colorado Blvd., Pasadena, CA 91101.

CLIM, Fort Washington, Mellon Capital and Western Asset are entitled to the following fees.


CLIM		0.45%

Fort Washington		0.40% of the first $25 million of the Combined Assets (sum of assets managed by Fort Washington for the Trust and certain other clients of the Adviser) that may, from time to time, be allocated to it by the Adviser, 0.375% of the next $25 million, 0.3375% of the next $50 million, 0.25% of the next $100 million and 0.20% on all assets allocated to Fort Washington if the average daily net assets exceeds $200 million

Mellon Capital		0.25%

Western Asset		0.75%

Administration and Related Services. Citi Fund Services Ohio, Inc. and certain of its affiliated companies (collectively, “Citi”) currently provide administration, transfer agency and accounting services to the Trust pursuant to the terms of separate agreements between Citi and the Trust. Citi is located at 3435 Stelzer Road, Columbus, Ohio 43219.

Distribution Services. Unified Financial Securities, Inc. (“Unified”) serves as the Trust’s principal underwriter pursuant to an agreement approved by the Board on March 10, 2009 and amended on March 1, 2011. Unified is a wholly-owned subsidiary of Huntington Bancshares, Inc. Because shares of the Trust’s investment portfolios are available only to clients of the Adviser and financial intermediaries that have established a relationship with the Adviser, the services to be provided by Unified are limited. Unified will receive an annual fee of $50,000 for performing the services listed under its agreement. The offices of the principal underwriter are located at 2960 North Meridien St., Suite 300, Indianapolis, IN, 46208. None of Unified’s duties under its agreement are primarily intended to result in the sale of Trust shares.

General Matters Under Delaware Law

As a Delaware Statutory Trust, the Trust is not required, and currently does not intend, to hold annual meetings of shareholders except as required by the 1940 Act or other applicable law. The 1940 Act requires initial shareholder approval of each of the investment advisory agreements, election of Trustees and, if the Trust holds an annual meeting, ratification of the Board’s selection of the Trust’s registered independent public accounting firm. Under certain circumstances, the law provides shareholders with the right to call for a meeting of shareholders to consider the removal of one or more Trustees. To the extent required by law, the Trust will assist in shareholder communication in such matters. Although the Trust does not anticipate that an annual meeting will be held, shareholders may submit proposals that will be considered for submission to shareholders at such meeting. In the event that an annual meeting is held, any such proposal must be received at least 120 days before proxy statements prepared in connection with such a meeting are forwarded to shareholders.

Additional Information

The Trust is not aware of any shareholders who hold beneficially 5% or more of shares of any of the Portfolios as of March 13, 2015. The Adviser may be deemed to have, or share, investment and/or voting power with respect to more than 50% of the shares of the Trust’s portfolios, with respect to which shares the Adviser disclaims beneficial ownership. The Trustees and officers of the Trust, as a group, own less than 1% of the outstanding shares of the Portfolios.

By Order of the Board of Trustees

Dated: March [ ], 2015

Appendix A

Pro Forma Fee and Expense Table: The Value Equity Portfolio

The tables and examples shown below are designed to assist investors in understanding the various costs and expenses of an investment in shares of The Value Equity Portfolio (the “Portfolio”). Each is designed to correspond with the tables relating to the Portfolio that appear in the prospectus for the Trust. Neither should be considered a representation of past or future expenses or performance, and actual expenses may vary from year to year, and may be higher or lower than those shown.

As indicated in the Information Statement, the rate at which Parametric will be compensated is lower than the fee currently payable to some of the Portfolio’s other Specialist Managers and higher than the fee currently payable to others. Based on the anticipated allocation of assets, the overall level of advisory fees payable by the Portfolio is not expected to change relative to advisory fees incurred during the Portfolio’s fiscal year ended June 30, 2014, but the amount of any decrease or increase going forward will depend on the Adviser’s allocation of Portfolio assets among the various Specialist Managers.

In March 2015, certain changes were made to the roster of Specialist Managers serving the Portfolio. The following tables compare the management fees and expenses (expressed as a percentage of average net assets) actually incurred by the Portfolio during its fiscal year ended June 30, 2014, re-stated to reflect the Specialist Manager changes in March 2015 by using the Specialist Manager allocations that account for the departure of one Specialist Manager, with the advisory fees that would have been incurred during such periods had Parametric served the Portfolio under the terms of the Agreement described herein during such period.

HC Strategic Shares

Pro Forma with respect to the FYE June 30, 2014

The net assets of the Portfolio’s HC Strategic Shares as of June 30, 2014 were approximately $629 million.

As noted above, the following tables compare the management fees and expenses (expressed as a percentage of average net assets) actually incurred by the Portfolio during its fiscal year ended June 30, 2014, re-stated to reflect the Specialist Manager changes in March 2015 by using the Specialist Manager allocations that account for the departure of one Specialist Manager.

The re-stated allocations among the Specialist Managers as of June 30, 2014 were: 48% to Alliance Bernstein, 45% to Cadence, 0% to Mellon Capital and 7% to HC Capital Solutions. Note that, while Parametric has been under contract as a Specialist Manager to the Portfolio since July 18, 2014 with respect to its Defensive Equity Strategy, no assets have been allocated to that strategy as of the date of this Information Statement. The fee tables showing the fee under the Parametric Agreement related to its Liquidity Strategy, discussed herein, reflect an allocation of: 46% to Alliance Bernstein, 44% to Cadence, 0% to Mellon Capital, 3% to Parametric’s Liquidity Strategy, 0% to Parametric’s Defensive Equity Strategy and 7% to HC Capital Solutions. To the extent that assets arere-allocated among Specialist Managers in the future, the overall management fees for the Portfolio could change.


	Restated Fees as of 6/30/2014			Pro Forma Fees Under Agreement as of 6/30/2014
Management Fees*		0.23	%		0.23	%
Other Expenses		0.08	%		0.08	%
Acquired Fund Fees and Expenses		0.02	%		0.02	%
Total Portfolio Operating Expenses		0.33	%		0.33	%

*	The figure shown includes all management fees paid by the Portfolio, including 0.05% which is paid to HC Capital Solutions.

Examples. The following example illustrates the expenses on a $10,000 investment, under the fees and expenses shown in the table above, assuming (1) 5% annual return and (2) redemption at the end of each time period. The example assumes that all dividends and distributions are reinvested and that the Portfolio’s operating expenses and assets remain as shown in the above table. The example should not be considered a representation of future expenses and actual expenses may be greater or less than those shown.


	Restated Expenses as of 6/30/2014		Expenses that would have been Incurred during the FYE 6/30/2014 if the new Agreement with Parametric had been in place during such period
1 year	$	34	$	34
3 years	$	106	$	106
5 years	$	185	$	185
10 years	$	418	$	418

HC Advisors Shares

Pro Forma with respect to the FYE June 30, 2014

The net assets of the Portfolio’s HC Advisors Shares as of June 30, 2014 were approximately $1.2 million.

The re-stated allocations among the Specialist Managers as of June 30, 2014 were: 48% to Alliance Bernstein, 45% to Cadence, 0% to Mellon Capital and 7% to HC Capital Solutions. Note that, while Parametric has been under contract as a Specialist Manager to the Portfolio since July 18, 2014 with respect to its Defensive Equity Strategy, no assets have been allocated to that strategy as of the date of this Information Statement. The fee tables showing the fee under the Parametric Agreement related to its Liquidity Strategy, discussed herein, reflect an allocation of: 46% to Alliance Bernstein, 44% to Cadence, 0% to Mellon Capital, 3% to Parametric’s Liquidity Strategy, 0% to Parametric’s Defensive Equity Strategy and 7% to HC Capital Solutions. To the extent that assets are re-allocated among Specialist Managers in the future, the overall management fees for the Portfolio could change.


	Restated Fees as of 6/30/2014			Pro Forma Fees Under Agreement as of 6/30/2014
Management Fees*		0.23	%		0.23	%
Distribution and/or Service (12b-1) Fees		0.25	%		0.25	%
Other Expenses		0.08	%		0.08	%
Acquired Fund Fees and Expenses		0.02	%		0.02	%
Total Portfolio Operating Expenses		0.58	%		0.58	%

*	The figure shown includes all management fees paid by the Portfolio, including 0.05% which is paid to HC Capital Solutions.


	Restated Expenses as of 6/30/2014		Expenses that would have been Incurred during the FYE 6/30/2014 if the new Agreement with Parametric had been in place during such period
1 year	$	59	$	59
3 years	$	186	$	186
5 years	$	324	$	324
10 years	$	726	$	726

Appendix B

Pro Forma Fee and Expense Table: The Institutional Value Equity Portfolio

The tables and examples shown below are designed to assist investors in understanding the various costs and expenses of an investment in shares of The Institutional Value Equity Portfolio (the “Portfolio”). Each is designed to correspond with the tables relating to the Portfolio that appear in the prospectus for the Trust. Neither should be considered a representation of past or future expenses or performance, and actual expenses may vary from year to year, and may be higher or lower than those shown.

HC Strategic Shares

Pro Forma with respect to the FYE June 30, 2014

The net assets of the Portfolio’s HC Strategic Shares as of June 30, 2014 were approximately $1 billion.

The re-stated allocations among the Specialist Managers as of June 30, 2014 were: 49% to Alliance Bernstein, 43% to Cadence, 0% to Mellon Capital, 0% to PIMCO and 8% to HC Capital Solutions. Note that, while Parametric has been under contract as a Specialist Manager to the Portfolio since July 18, 2014 with respect to its Defensive Equity Strategy, no assets have been allocated to that strategy as of the date of this Information Statement. The fee tables showing the fee under the Parametric Agreement related to its Liquidity Strategy, discussed herein, reflect an allocation of: 48% to Alliance Bernstein, 42% to Cadence, 0% to Mellon Capital, 3% to Parametric’s Liquidity Strategy, 0% to Parametric’s Defensive Equity Strategy, 0% to PIMCO and 7% to HC Capital Solutions. To the extent that assets are re-allocated among Specialist Managers in the future, the overall management fees for the Portfolio could change.


	Restated Fees as of 6/30/2014			Pro Forma Fees Under Agreement as of 6/30/2014
Management Fees*		0.23	%		0.23	%
Other Expenses		0.07	%		0.07	%
Acquired Fund Fees and Expenses		0.01	%		0.01	%
Total Portfolio Operating Expenses		0.31	%		0.31	%

*	The figure shown includes all management fees paid by the Portfolio, including 0.05% which is paid to HC Capital Solutions.


	Restated Expenses as of 6/30/2014		Expenses that would have been Incurred during the FYE 6/30/2014 if the new Agreement with Parametric had been in place during such period
1 year	$	32	$	32
3 years	$	100	$	100
5 years	$	174	$	174
10 years	$	393	$	393

HC Advisors Shares

Pro Forma with respect to the FYE June 30, 2014

The net assets of the Portfolio’s HC Advisors Shares as of June 30, 2014 were approximately $1.4 million.


	Restated Fees as of 6/30/2014			Pro Forma Fees Under Agreement as of 6/30/2014
Management Fees*		0.23	%		0.23	%
Distribution and/or Service (12b-1) Fees		0.25	%		0.25	%
Other Expenses		0.07	%		0.07	%
Acquired Fund Fees and Expenses		0.01	%		0.01	%
Total Portfolio Operating Expenses		0.56	%		0.56	%

*	The figure shown includes all management fees paid by the Portfolio, including 0.05% which is paid to HC Capital Solutions.


	Restated Expenses as of 6/30/2014		Expenses that would have been Incurred during the FYE 6/30/2014 if the new Agreement with Parametric had been in place during such period
1 year	$	57	$	57
3 years	$	179	$	179
5 years	$	313	$	313
10 years	$	701	$	701

Appendix C

Pro Forma Fee and Expense Table: The Growth Equity Portfolio

The tables and examples shown below are designed to assist investors in understanding the various costs and expenses of an investment in shares of The Growth Equity Portfolio (the “Portfolio”). Each is designed to correspond with the tables relating to the Portfolio that appear in the prospectus for the Trust. Neither should be considered a representation of past or future expenses or performance, and actual expenses may vary from year to year, and may be higher or lower than those shown.

The following tables compare the management fees and expenses (expressed as a percentage of average net assets) actually incurred by the Portfolio during the Portfolio’s fiscal year ended June 30, 2014 with the advisory fees that would have been incurred during such periods had Parametric served the Portfolio under the terms of the Agreement described herein during such period.

HC Strategic Shares

Pro Forma with respect to the FYE June 30, 2014

The net assets of the Portfolio’s HC Strategic Shares as of June 30, 2014 were approximately $840 million.

As of June 30, 2014, the allocations for each of the Specialist Managers then serving the Portfolio were: 36% to Jennison, 43% to Mellon Capital, 21% to SGA and 0% to Cadence. Note that, while Parametric has been under contract as a Specialist Manager to the Portfolio since July 18, 2014 with respect to its Defensive Equity Strategy, no assets have been allocated to that strategy as of the date of this Information Statement. The fee tables showing the fee under the Parametric Agreement related to its Liquidity Strategy, discussed herein, reflect an allocation of: 35% to Jennison, 42% to Mellon Capital, 20% to SGA, 3% to Parametric’s Liquidity Strategy, 0% to Parametric’s Defensive Equity Strategy and 0% to Cadence. To the extent that assets are re-allocated among Specialist Managers in the future, the overall management fees for the Portfolio could change.


	Actual Fees as of 6/30/2014			Pro Forma Fees Under Agreement as of 6/30/2014
Management Fees*		0.24	%		0.24	%
Other Expenses		0.07	%		0.07	%
Acquired Fund Fees and Expenses		0.00	%		0.00	%
Total Portfolio Operating Expenses		0.31	%		0.31	%

*	The figure shown includes all management fees paid by the Portfolio, including 0.05% which is paid to HC Capital Solutions.


	Actual Expenses as of 6/30/2014		Expenses that would have been Incurred during the FYE 6/30/2014 if the new Agreement with Parametric had been in place during such period
1 year	$	32	$	32
3 years	$	100	$	100
5 years	$	174	$	174
10 years	$	393	$	393

HC Advisors Shares

Pro Forma with respect to the FYE June 30, 2014

The net assets of the Portfolio’s HC Advisors Shares as of June 30, 2014 were approximately $1.7 million.


	Actual Fees as of 6/30/2014			Pro Forma Fees Under Agreement as of 6/30/2014
Management Fees*		0.24	%		0.24	%
Distribution and/or Service (12b-1) Fees		0.25	%		0.25	%
Other Expenses		0.07	%		0.07	%
Acquired Fund Fees and Expenses		0.00	%		0.00	%
Total Portfolio Operating Expenses		0.56	%		0.56	%

*	The figure shown includes all management fees paid by the Portfolio, including 0.05% which is paid to HC Capital Solutions.


	Actual Expenses as of 6/30/2014		Expenses that would have been Incurred during the FYE 6/30/2014 if the new Agreement with Parametric had been in place during such period
1 year	$	57	$	57
3 years	$	179	$	179
5 years	$	313	$	313
10 years	$	701	$	701

Appendix D

Pro Forma Fee and Expense Table: The Institutional Growth Equity Portfolio

The tables and examples shown below are designed to assist investors in understanding the various costs and expenses of an investment in shares of The Institutional Growth Equity Portfolio (the “Portfolio”). Each is designed to correspond with the tables relating to the Portfolio that appear in the prospectus for the Trust. Neither should be considered a representation of past or future expenses or performance, and actual expenses may vary from year to year, and may be higher or lower than those shown.

HC Strategic Shares

Pro Forma with respect to the FYE June 30, 2014

The net assets of the Portfolio’s HC Strategic Shares as of June 30, 2014 were approximately $1.4 billion.

As of June 30, 2014, the allocations for each of the Specialist Managers then serving the Portfolio were: 36% to Jennison, 42% to Mellon Capital, 12% to PIMCO, 10% to SGA and 0% to Cadence. Note that, while Parametric has been under contract as a Specialist Manager to the Portfolio since July 18, 2014 with respect to its Defensive Equity Strategy, no assets have been allocated to that strategy as of the date of this Information Statement. The fee tables showing the fee under the Parametric Agreement related to its Liquidity Strategy, discussed herein, reflect an allocation of: 36% to Jennison, 40% to Mellon Capital, 12% to PIMCO, 10% to SGA, 3% to Parametric’s Liquidity Strategy, 0% to Parametric’s Defensive Equity Strategy and 0% to Cadence. To the extent that assets are re-allocated among Specialist Managers in the future, the overall management fees for the Portfolio could change.


	Actual Fees as of 6/30/2014			Pro Forma Fees Under Agreement as of 6/30/2014
Management Fees*		0.23	%		0.23	%
Other Expenses		0.06	%		0.06	%
Acquired Fund Fees and Expenses		0.01	%		0.01	%
Total Portfolio Operating Expenses		0.30	%		0.30	%

*	The figure shown includes all management fees paid by the Portfolio, including 0.05% which is paid to HC Capital Solutions.


	Actual Expenses as of 6/30/2014		Expenses that would have been Incurred during the FYE 6/30/2014 if the new Agreement with Parametric had been in place during such period
1 year	$	31	$	31
3 years	$	97	$	97
5 years	$	169	$	169
10 years	$	381	$	381

HC Advisors Shares

Pro Forma with respect to the FYE June 30, 2014

The net assets of the Portfolio’s HC Advisors Shares as of June 30, 2014 were approximately $1.9 million.


	Actual Fees as of 6/30/2014			Pro Forma Fees Under Agreement as of 6/30/2014
Management Fees*		0.23	%		0.23	%
Distribution and/or Service (12b-1) Fees		0.25	%		0.25	%
Other Expenses		0.06	%		0.06	%
Acquired Fund Fees and Expenses		0.01	%		0.01	%
Total Portfolio Operating Expenses		0.55	%		0.55	%

*	The figure shown includes all management fees paid by the Portfolio, including 0.05% which is paid to HC Capital Solutions.


	Actual Expenses as of 6/30/2014		Expenses that would have been Incurred during the FYE 6/30/2014 if the new Agreement with Parametric had been in place during such period
1 year	$	56	$	56
3 years	$	176	$	176
5 years	$	307	$	307
10 years	$	689	$	689

Appendix E

Pro Forma Fee and Expense Table: The Small Capitalization – Mid Capitalization Equity Portfolio

The tables and examples shown below are designed to assist investors in understanding the various costs and expenses of an investment in shares of The Small Capitalization – Mid Capitalization Equity Portfolio (the “Portfolio”). Each is designed to correspond with the tables relating to the Portfolio that appear in the prospectus for the Trust. Neither should be considered a representation of past or future expenses or performance, and actual expenses may vary from year to year, and may be higher or lower than those shown.

As indicated in the Information Statement, the rate at which Parametric will be compensated is lower than the fee currently payable to some of the Portfolio’s other Specialist Managers and higher than the fee currently payable to others. Based on the anticipated allocation of assets, the overall level of advisory fees payable by the Portfolio is expected to decrease relative to advisory fees incurred during the Portfolio’s fiscal year ended June 30, 2014, but the amount of any decrease or increase going forward will depend on the Adviser’s allocation of Portfolio assets among the various Specialist Managers.

HC Strategic Shares

Pro Forma with respect to the FYE June 30, 2014

The net assets of the Portfolio’s HC Strategic Shares as of June 30, 2014 were approximately $114 million.

As of June 30, 2014, the allocations for each of the Specialist Managers then serving the Portfolio were: 5% to Ariel, 0% to Cupps, 28% to Frontier, 28% to IronBridge, 23% to Mellon Capital, 16% to Pzena and 0% to Cadence. The fee tables showing the fee under the Parametric Agreement discussed herein reflect an allocation of: 5% to Ariel, 0% to Cupps, 28% to Frontier, 27% to IronBridge, 22% to Mellon Capital, 15% to Pzena, 3% to Parametric and 0% to Cadence. To the extent that assets are re-allocated among Specialist Managers in the future, the overall management fees for the Portfolio could change.


	Actual Fees as of 6/30/2014			Pro Forma Fees Under Agreement as of 6/30/2014
Management Fees*		0.67	%		0.66	%
Other Expenses		0.08	%		0.08	%
Acquired Fund Fees and Expenses		0.02	%		0.02	%
Total Portfolio Operating Expenses		0.77	%		0.76	%

*	The figure shown includes all management fees paid by the Portfolio, including 0.05% which is paid to HC Capital Solutions.


	Actual Expenses as of 6/30/2014		Expenses that would have been Incurred during the FYE 6/30/2014 if the new Agreement with Parametric had been in place during such period
1 year	$	79	$	78
3 years	$	246	$	243
5 years	$	428	$	422
10 years	$	954	$	942

HC Advisors Shares

Pro Forma with respect to the FYE June 30, 2014

The net assets of the Portfolio’s HC Advisors Shares as of June 30, 2014 were approximately $207,000.


	Actual Fees as of 6/30/2014			Pro Forma Fees Under Agreement as of 6/30/2014
Management Fees*		0.67	%		0.66	%
Distribution and/or Service (12b-1) Fees		0.25	%		0.25	%
Other Expenses		0.08	%		0.08	%
Acquired Fund Fees and Expenses		0.02	%		0.02	%
Total Portfolio Operating Expenses		1.02	%		1.01	%

*	The figure shown includes all management fees paid by the Portfolio, including 0.05% which is paid to HC Capital Solutions.


	Actual Expenses as of 6/30/2014		Expenses that would have been Incurred during the FYE 6/30/2014 if the new Agreement with Parametric had been in place during such period
1 year	$	104	$	103
3 years	$	325	$	322
5 years	$	563	$	558
10 years	$	1,248	$	1,236

Appendix F

Pro Forma Fee and Expense Table:

The Institutional Small Capitalization – Mid Capitalization Equity Portfolio

The tables and examples shown below are designed to assist investors in understanding the various costs and expenses of an investment in shares of The Institutional Small Capitalization – Mid Capitalization Equity Portfolio (the “Portfolio”). Each is designed to correspond with the tables relating to the Portfolio that appear in the prospectus for the Trust. Neither should be considered a representation of past or future expenses or performance, and actual expenses may vary from year to year, and may be higher or lower than those shown.

As indicated in the Information Statement, the rate at which Parametric will be compensated is lower than the fee currently payable to some of the Portfolio’s other Specialist Managers and higher than the fee currently payable to others. Based on the anticipated allocation of assets, the overall level of advisory fees payable by the Portfolio is expected to decrease relative to advisory fees incurred during the Portfolio’s fiscal year ended June 30, 2014, but the amount of any decrease or increase going forward will depend on the Adviser’s allocation of Portfolio assets among the various Specialist Managers.

HC Strategic Shares

Pro Forma with respect to the FYE June 30, 2014

The net assets of the Portfolio’s HC Strategic Shares as of June 30, 2014 were approximately $182 million.

As of June 30, 2014, the allocations for each of the Specialist Managers then serving the Portfolio were: 0% to Ariel, 9% to Cupps, 29% to Frontier, 33% to IronBridge, 16% to Mellon Capital, 12% to Pzena and 0% to Cadence. The fee tables showing the fee under the Parametric Agreement discussed herein reflect an allocation of: 0% to Ariel, 9% to Cupps, 28% to Frontier, 32% to IronBridge, 16% to Mellon Capital, 12% to Pzena, 3% to Parametric and 0% to Cadence. To the extent that assets are re-allocated among Specialist Managers in the future, the overall management fees for the Portfolio could change.


	Actual Fees as of 6/30/2014			Pro Forma Fees Under Agreement as of 6/30/2014
Management Fees*		0.71	%		0.70	%
Other Expenses		0.07	%		0.07	%
Acquired Fund Fees and Expenses		0.03	%		0.03	%
Total Portfolio Operating Expenses		0.81	%		0.80	%

*	The figure shown includes all management fees paid by the Portfolio, including 0.05% which is paid to HC Capital Solutions.


	Actual Expenses as of 6/30/2014		Expenses that would have been Incurred during the FYE 6/30/2014 if the new Agreement with Parametric had been in place during such period
1 year	$	83	$	82
3 years	$	259	$	255
5 years	$	450	$	444
10 years	$	1,002	$	990

HC Advisors Shares

Pro Forma with respect to the FYE June 30, 2014

The net assets of the Portfolio’s HC Advisors Shares as of June 30, 2014 were approximately $239,000.


	Actual Fees as of 6/30/2014			Pro Forma Fees Under Agreement as of 6/30/2014
Management Fees*		0.71	%		0.70	%
Distribution and/or Service (12b-1) Fees		0.25	%		0.25	%
Other Expenses		0.07	%		0.07	%
Acquired Fund Fees and Expenses		0.03	%		0.03	%
Total Portfolio Operating Expenses		1.06	%		1.05	%

*	The figure shown includes all management fees paid by the Portfolio, including 0.05% which is paid to HC Capital Solutions.


	Actual Expenses as of 6/30/2014		Expenses that would have been Incurred during the FYE 6/30/2014 if the new Agreement with Parametric had been in place during such period
1 year	$	108	$	107
3 years	$	337	$	334
5 years	$	585	$	579
10 years	$	1,294	$	1,283

Appendix G

Pro Forma Fee and Expense Table: The Real Estate Securities Portfolio

The tables and examples shown below are designed to assist investors in understanding the various costs and expenses of an investment in shares of The Real Estate Securities Portfolio (the “Portfolio”). Each is designed to correspond with the tables relating to the Portfolio that appear in the prospectus for the Trust. Neither should be considered a representation of past or future expenses or performance, and actual expenses may vary from year to year, and may be higher or lower than those shown.

As indicated in the Information Statement, the rate at which Parametric will be compensated is lower than the fee currently payable to some of the Portfolio’s other Specialist Managers and higher than the fee currently payable to others. Based on the anticipated allocation of assets, the overall level of advisory fees payable by the Portfolio is expected to decrease relative to advisory fees incurred during the Portfolio’s fiscal year ended June 30, 2014, but the amount of any decrease or increase going forward will depend on the Adviser’s allocation of Portfolio assets among the various Specialist Managers.

HC Strategic Shares

Pro Forma with respect to the FYE June 30, 2014

The net assets of the Portfolio’s HC Strategic Shares as of June 30, 2014 were approximately $172 million.

As of June 30, 2014, the allocations for each of the Specialist Managers then serving the Portfolio were: 100% to Wellington, 0% to Cadence, and 0% to Mellon Capital. The fee tables showing the fee under the Parametric Agreement discussed herein reflect an allocation of: 97% to Wellington, 0% to Mellon Capital, 3% to Parametric and 0% to Cadence. To the extent that assets are re-allocated among Specialist Managers in the future, the overall management fees for the Portfolio could change.


	Actual Fees as of 6/30/2014			Pro Forma Fees Under Agreement as of 6/30/2014
Management Fees*		0.72	%		0.70	%
Other Expenses		0.08	%		0.08	%
Acquired Fund Fees and Expenses		0.00	%		0.00	%
Total Portfolio Operating Expenses		0.80	%		0.78	%

*	The figure shown includes all management fees paid by the Portfolio, including 0.05% which is paid to HC Capital Solutions.


	Actual Expenses as of 6/30/2014		Expenses that would have been Incurred during the FYE 6/30/2014 if the new Agreement with Parametric had been in place during such period
1 year	$	82	$	80
3 years	$	255	$	249
5 years	$	444	$	433
10 years	$	990	$	966

HC Advisors Shares

Pro Forma with respect to the FYE June 30, 2014

As of June 30, 2014, the Portfolio’s HC Advisors Shares had no assets.


	Actual Fees as of 6/30/2014			Pro Forma Fees Under Agreement as of 6/30/2014
Management Fees*		0.72	%		0.70	%
Distribution and/or Service (12b-1) Fees		0.25	%		0.25	%
Other Expenses		0.08	%		0.08	%
Acquired Fund Fees and Expenses		0.00	%		0.00	%
Total Portfolio Operating Expenses		1.05	%		1.03	%

*	The figure shown includes all management fees paid by the Portfolio, including 0.05% which is paid to HC Capital Solutions.


	Actual Expenses as of 6/30/2014		Expenses that would have been Incurred during the FYE 6/30/2014 if the new Agreement with Parametric had been in place during such period
1 year	$	107	$	105
3 years	$	334	$	328
5 years	$	579	$	569
10 years	$	1,283	$	1,259

Appendix H

Pro Forma Fee and Expense Table: The Commodity Returns Strategy Portfolio

The tables and examples shown below are designed to assist investors in understanding the various costs and expenses of an investment in shares of The Commodity Returns Strategy Portfolio (the “Portfolio”). Each is designed to correspond with the tables relating to the Portfolio that appear in the prospectus for the Trust. Neither should be considered a representation of past or future expenses or performance, and actual expenses may vary from year to year, and may be higher or lower than those shown.

As indicated in the Information Statement, the rate at which Parametric will be compensated is lower than the fee currently payable to some of the Portfolio’s other Specialist Managers and higher than the fee currently payable to others. Based on the anticipated allocation of assets, the overall level of advisory fees payable by the Portfolio is expected to decrease relative to advisory fees incurred during the Portfolio’s fiscal year ended June 30, 2014, but the amount of any decrease or increase going forward will depend on the Adviser’s allocation of Portfolio assets among the various Specialist Managers.

HC Strategic Shares

Pro Forma with respect to the FYE June 30, 2014

The net assets of the Portfolio’s HC Strategic Shares as of June 30, 2014 were approximately $1.2 billion.

As of June 30, 2014, the Portfolio’s assets were allocated among its various Specialist Managers as follows: 0% to Cadence, 25% to Mellon Capital, 26% to Wellington (Global Natural Resources Strategy), 25% to Wellington (Commodities Futures Strategy), and 24% to PIMCO. The fee tables showing the fee under the Parametric Agreement discussed herein reflect an allocation of: 0% to Cadence, 25% to Mellon Capital, 25% to Wellington (Global Natural Resources Strategy), 24% to Wellington (Commodities Futures Strategy), 23% to PIMCO and 3% to Parametric. To the extent that assets are re-allocated among Specialist Managers in the future, the overall management fees for the Portfolio could change.


	Actual Fees as of 6/30/2014			Pro Forma Fees Under Agreement as of 6/30/2014
Management Fees*		0.60	%		0.58	%
Other Expenses		0.08	%		0.08	%
Acquired Fund Fees and Expenses		0.00	%		0.00	%
Total Portfolio Operating Expenses		0.68	%		0.66	%

*	The figure shown includes all management fees paid by the Portfolio, including 0.05% which is paid to HC Capital Solutions.


	Actual Expenses as of 6/30/2014		Expenses that would have been Incurred during the FYE 6/30/2014 if the new Agreement with Parametric had been in place during such period
1 year	$	69	$	67
3 years	$	218	$	211
5 years	$	379	$	368
10 years	$	847	$	822

HC Advisors Shares

Pro Forma with respect to the FYE June 30, 2014

The net assets of the Portfolio’s HC Advisors Shares as of June 30, 2014 were approximately $1.6 million.


	Actual Fees as of 6/30/2014			Pro Forma Fees Under Agreement as of 6/30/2014
Management Fees*		0.60	%		0.58	%
Distribution and/or Service (12b-1) Fees		0.25	%		0.25	%
Other Expenses		0.08	%		0.08	%
Acquired Fund Fees and Expenses		0.00	%		0.00	%
Total Portfolio Operating Expenses		0.93	%		0.91	%

*	The figure shown includes all management fees paid by the Portfolio, including 0.05% which is paid to HC Capital Solutions.


	Actual Expenses as of 6/30/2014		Expenses that would have been Incurred during the FYE 6/30/2014 if the new Agreement with Parametric had been in place during such period
1 year	$	95	$	93
3 years	$	296	$	290
5 years	$	515	$	504
10 years	$	1,143	$	1,120

Appendix I

Pro Forma Fee and Expense Table: The International Equity Portfolio

The tables and examples shown below are designed to assist investors in understanding the various costs and expenses of an investment in shares of The International Equity Portfolio (the “Portfolio”). Each is designed to correspond with the tables relating to the Portfolio that appear in the prospectus for the Trust. Neither should be considered a representation of past or future expenses or performance, and actual expenses may vary from year to year, and may be higher or lower than those shown.

As indicated in the Information Statement, the rate at which Parametric will be compensated is lower than the fee currently payable to some of the Portfolio’s other Specialist Managers and higher than the fee currently payable to others. Based on the anticipated allocation of assets, the overall level of advisory fees payable by the Portfolio is expected to decrease relative to advisory fees incurred during the Portfolio’s fiscal year ended June 30, 2014, but the amount of any decrease or increase going forward will depend on the Adviser’s allocation of Portfolio assets among the various Specialist Managers.

HC Strategic Shares

Pro Forma with respect to the FYE June 30, 2014

The net assets of the Portfolio’s HC Strategic Shares as of June 30, 2014 were approximately $1.6 billion.

As of June 30, 2014, the Portfolio’s assets were allocated among its various Specialist Managers as follows: 53% to Cadence, 12% to Mellon Capital, 11% to Artisan, 14% to CapGuardian and 10% to Causeway. In January, 2015, an additional Specialist Manager, CLIM, was added to the Portfolio, however, as of the date of this Information Statement, no assets have been allocated to CLIM. The fee tables showing the fee under the Parametric Agreement discussed herein reflect an allocation of: 51% to Cadence, 12% to Mellon Capital, 10% to Artisan, 14% to CapGuardian, 10% to Causeway and 3% to Parametric. To the extent that assets are re-allocated among Specialist Managers in the future, the overall management fees for the Portfolio could change.


	Actual Fees as of 6/30/2014			Pro Forma Fees Under Agreement as of 6/30/2014
Management Fees*		0.29	%		0.28	%
Other Expenses		0.10	%		0.10	%
Acquired Fund Fees and Expenses		0.03	%		0.03	%
Total Portfolio Operating Expenses		0.42	%		0.41	%

*	The figure shown includes all management fees paid by the Portfolio, including 0.05% which is paid to HC Capital Solutions.


	Actual Expenses as of 6/30/2014		Expenses that would have been Incurred during the FYE 6/30/2014 if the new Agreement with Parametric had been in place during such period
1 year	$	43	$	42
3 years	$	135	$	132
5 years	$	235	$	230
10 years	$	530	$	518

HC Advisors Shares

Pro Forma with respect to the FYE June 30, 2014

The net assets of the Portfolio’s HC Advisors Shares as of June 30, 2014 were approximately $3.1 million.


	Actual Fees as of 6/30/2014			Pro Forma Fees Under Agreement as of 6/30/2014
Management Fees*		0.29	%		0.28	%
Distribution and/or Service (12b-1) Fees		0.25	%		0.25	%
Other Expenses		0.10	%		0.10	%
Acquired Fund Fees and Expenses		0.03	%		0.03	%
Total Portfolio Operating Expenses		0.67	%		0.66	%

*	The figure shown includes all management fees paid by the Portfolio, including 0.05% which is paid to HC Capital Solutions.


	Actual Expenses as of 6/30/2014		Expenses that would have been Incurred during the FYE 6/30/2014 if the new Agreement with Parametric had been in place during such period
1 year	$	68	$	67
3 years	$	214	$	211
5 years	$	373	$	368
10 years	$	835	$	822

Appendix J

Pro Forma Fee and Expense Table: The Institutional International Equity Portfolio

The tables and examples shown below are designed to assist investors in understanding the various costs and expenses of an investment in shares of The Institutional International Equity Portfolio (the “Portfolio”). Each is designed to correspond with the tables relating to the Portfolio that appear in the prospectus for the Trust. Neither should be considered a representation of past or future expenses or performance, and actual expenses may vary from year to year, and may be higher or lower than those shown.

As indicated in the Information Statement, the rate at which Parametric will be compensated is lower than the fee currently payable to some of the Portfolio’s other Specialist Managers and higher than the fee currently payable to others. Based on the anticipated allocation of assets, the overall level of advisory fees payable by the Portfolio is expected to decrease relative to advisory fees incurred during the Portfolio’s fiscal year ended June 30, 2014, but the amount of any decrease or increase going forward will depend on the Adviser’s allocation of Portfolio assets among the various Specialist Managers.

HC Strategic Shares

Pro Forma with respect to the FYE June 30, 2014

The net assets of the Portfolio’s HC Strategic Shares as of June 30, 2014 were approximately $3 billion.

As of June 30, 2014, the Portfolio’s assets were allocated among its various Specialist Managers as follows: 53% to Cadence, 12% to Mellon Capital, 8% to Artisan, 9% to CapGuardian, 8% to Causeway and 10% to Lazard. In January, 2015, an additional Specialist Manager, CLIM, was added to the Portfolio, however, as of the date of this Information Statement, no assets have been allocated to CLIM. The fee tables showing the fee under the Parametric Agreement discussed herein reflect an allocation of: 51% to Cadence, 11% to Mellon Capital, 8% to Artisan, 9% to CapGuardian, 8% to Causeway, 10% to Lazard and 3% to Parametric. To the extent that assets are re-allocated among Specialist Managers in the future, the overall management fees for the Portfolio could change.


	Actual Fees as of 6/30/2014			Pro Forma Fees Under Agreement as of 6/30/2014
Management Fees*		0.28	%		0.27	%
Other Expenses		0.08	%		0.08	%
Acquired Fund Fees and Expenses		0.03	%		0.03	%
Total Portfolio Operating Expenses		0.39	%		0.38	%

*	The figure shown includes all management fees paid by the Portfolio, including 0.05% which is paid to HC Capital Solutions.


	Actual Expenses as of 6/30/2014		Expenses that would have been Incurred during the FYE 6/30/2014 if the new Agreement with Parametric had been in place during such period
1 year	$	40	$	39
3 years	$	125	$	122
5 years	$	219	$	213
10 years	$	493	$	480

HC Advisors Shares

Pro Forma with respect to the FYE June 30, 2014

The net assets of the Portfolio’s HC Advisors Shares as of June 30, 2014 were approximately $3.6 million.


	Actual Fees as of 6/30/2014			Pro Forma Fees Under Agreement as of 6/30/2014
Management Fees*		0.28	%		0.27	%
Distribution and/or Service (12b-1) Fees		0.25	%		0.25	%
Other Expenses		0.08	%		0.08	%
Acquired Fund Fees and Expenses		0.03	%		0.03	%
Total Portfolio Operating Expenses		0.64	%		0.63	%

*	The figure shown includes all management fees paid by the Portfolio, including 0.05% which is paid to HC Capital Solutions.


	Actual Expenses as of 6/30/2014		Expenses that would have been Incurred during the FYE 6/30/2014 if the new Agreement with Parametric had been in place during such period
1 year	$	65	$	64
3 years	$	205	$	202
5 years	$	357	$	351
10 years	$	798	$	786

Appendix K

Pro Forma Fee and Expense Table: The Emerging Markets Portfolio

The tables and examples shown below are designed to assist investors in understanding the various costs and expenses of an investment in shares of The Emerging Markets Portfolio (the “Portfolio”). Each is designed to correspond with the tables relating to the Portfolio that appear in the prospectus for the Trust. Neither should be considered a representation of past or future expenses or performance, and actual expenses may vary from year to year, and may be higher or lower than those shown.

As indicated in the Information Statement, the rate at which Parametric will be compensated is lower than the fee currently payable to some of the Portfolio’s other Specialist Managers and higher than the fee currently payable to others. Based on the anticipated allocation of assets, the overall level of advisory fees payable by the Portfolio is expected to decrease relative to advisory fees incurred during the Portfolio’s fiscal year ended June 30, 2014, but the amount of any decrease or increase going forward will depend on the Adviser’s allocation of Portfolio assets among the various Specialist Managers.

HC Strategic Shares

Pro Forma with respect to the FYE June 30, 2014

The net assets of the Portfolio’s HC Strategic Shares as of June 30, 2014 were approximately $1.8 billion.

As of June 30, 2014, the Portfolio’s assets were allocated among its various Specialist Managers as follows: 0% to Cadence, 48% to Mellon Capital, and 52% to TBCAM. In January, 2015, an additional Specialist Manager, CLIM, was added to the Portfolio, however, as of the date of this Information Statement, no assets have been allocated to CLIM. The fee tables showing the fee under the Parametric Agreement discussed herein reflect an allocation of: 0% to Cadence, 46% to Mellon Capital, 51% to TBCAM and 3% to Parametric. To the extent that assets are re-allocated among Specialist Managers in the future, the overall management fees for the Portfolio could change.


	Actual Fees as of 6/30/2014			Pro Forma Fees Under Agreement as of 6/30/2014
Management Fees*		0.41	%		0.40	%
Other Expenses		0.19	%		0.19	%
Acquired Fund Fees and Expenses		0.03	%		0.03	%
Total Portfolio Operating Expenses		0.63	%		0.62	%

*	The figure shown includes all management fees paid by the Portfolio, including 0.05% which is paid to HC Capital Solutions.


	Actual Expenses as of 6/30/2014		Expenses that would have been Incurred during the FYE 6/30/2014 if the new Agreement with Parametric had been in place during such period
1 year	$	64	$	63
3 years	$	202	$	199
5 years	$	351	$	346
10 years	$	786	$	774

HC Advisors Shares

Pro Forma with respect to the FYE June 30, 2014

The net assets of the Portfolio’s HC Advisors Shares as of June 30, 2014 were approximately $2.9 million.


	Actual Fees as of 6/30/2014			Pro Forma Fees Under Agreement as of 6/30/2014
Management Fees*		0.41	%		0.40	%
Distribution and/or Service (12b-1) Fees		0.25	%		0.25	%
Other Expenses		0.19	%		0.19	%
Acquired Fund Fees and Expenses		0.03	%		0.03	%
Total Portfolio Operating Expenses		0.88	%		0.87	%

*	The figure shown includes all management fees paid by the Portfolio, including 0.05% which is paid to HC Capital Solutions.


	Actual Expenses as of 6/30/2014		Expenses that would have been Incurred during the FYE 6/30/2014 if the new Agreement with Parametric had been in place during such period
1 year	$	90	$	89
3 years	$	281	$	278
5 years	$	488	$	482
10 years	$	1,084	$	1,073

Appendix L

Pro Forma Fee and Expense Table: The Fixed Income Opportunity Portfolio

The tables and examples shown below are designed to assist investors in understanding the various costs and expenses of an investment in shares of The Fixed Income Opportunity Portfolio (the “Portfolio”). Each is designed to correspond with the tables relating to the Portfolio that appear in the prospectus for the Trust. Neither should be considered a representation of past or future expenses or performance, and actual expenses may vary from year to year, and may be higher or lower than those shown.

As indicated in the Information Statement, the rate at which Parametric will be compensated is lower than the fee currently payable each of the Portfolio’s other Specialist Managers. Accordingly, the overall level of advisory fees payable by the Portfolio is expected to decrease relative to advisory fees incurred during the Portfolio’s fiscal year ended June 30, 2014, but the amount of any decrease or increase going forward will depend on the Adviser’s allocation of Portfolio assets among the various Specialist Managers.

In November 2014, certain changes were made to the roster of Specialist Managers serving the Portfolio. The following tables compare the management fees and expenses (expressed as a percentage of average net assets) actually incurred by the Portfolio during its fiscal year ended June 30, 2014, re-stated to reflect the Specialist Manager changes in November 2014 by using the Specialist Manager allocations that were in effect as of December 31, 2014, with the advisory fees that would have been incurred during such periods had Parametric served the Portfolio during such period under the terms of the Proposed Agreement.

HC Strategic Shares

Pro Forma with respect to the FYE June 30, 2014

The net assets of the Portfolio’s HC Strategic Shares as of June 30, 2014 were approximately $804 million.

As noted above, the following tables compare the management fees and expenses (expressed as a percentage of average net assets) actually incurred by the Portfolio during its fiscal year ended June 30, 2014, re-stated to reflect the Specialist Manager changes in November 2014 by using the Specialist Manager allocations that were in effect as of December 31, 2014.

As of December 31, 2014, the allocations for each of the Specialist Managers then serving the Portfolio were: 6% to CLIM, 80% to Fort Washington, 0% Mellon Capital, 8% to Western Asset and 6% to HC Capital Solutions. The fee tables showing the fee under the Parametric Agreement discussed herein reflect an allocation of: 6% to CLIM, 77% to Fort Washington, 0% Mellon Capital, 8% to Western Asset, 3% to Parametric and 6% to HC Capital Solutions. To the extent that assets are re-allocated among Specialist Managers in the future, the overall management fees for the Portfolio could change.


	Restated Fees as of 6/30/2014			Pro Forma Fees Under Agreement as of 6/30/2014
Management Fees*		0.30	%		0.29	%
Other Expenses		0.07	%		0.07	%
Acquired Fund Fees and Expenses		0.01	%		0.01	%
Total Portfolio Operating Expenses		0.38	%		0.37	%

*	The figure shown includes all management fees paid by the Portfolio, including 0.05% which is paid to HC Capital Solutions.


	Restated Expenses as of 6/30/2014		Expenses that would have been Incurred during the FYE 6/30/2014 if the new Agreement with Parametric had been in place during such period
1 year	$	39	$	38
3 years	$	122	$	119
5 years	$	213	$	208
10 years	$	480	$	468

HC Advisors Shares

Pro Forma with respect to the FYE June 30, 2014

The net assets of the Portfolio’s HC Advisors Shares as of June 30, 2014 were approximately $1 million.

As noted above, the following tables compare the management fees and expenses (expressed as a percentage of average net assets) actually incurred by the Portfolio during its fiscal year ended June 30, 2014, re-stated to reflect the Specialist Manager changes in November 2014 by using the Specialist Manager allocations that were in effect as of December 31, 2014.


	Restated Fees as of 6/30/2014			Pro Forma Fees Under Agreement as of 6/30/2014
Management Fees*		0.30	%		0.29	%
Distribution and/or Service (12b-1) Fees		0.25	%		0.25	%
Other Expenses		0.07	%		0.07	%
Acquired Fund Fees and Expenses		0.01	%		0.01	%
Total Portfolio Operating Expenses		0.63	%		0.62	%

*	The figure shown includes all management fees paid by the Portfolio, including 0.05% which is paid to HC Capital Solutions.


	Restated Expenses as of 6/30/2014		Expenses that would have been Incurred during the FYE 6/30/2014 if the new Agreement with Parametric had been in place during such period
1 year	$	64	$	63
3 years	$	202	$	199
5 years	$	351	$	346
10 years	$	786	$	774

Exhibit A

PORTFOLIO MANAGEMENT AGREEMENT

For The [ ] Portfolio

AGREEMENT made this day of , 2015, between Parametric Portfolio Associates, 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 twenty series of beneficial interests (“shares”) representing interests in separate investment portfolios, and may offer additional portfolios in the future; and

WHEREAS, HC Capital Solutions, a division of Hirtle, Callaghan & Co., LLC (the “Adviser”) serves as the overall investment adviser to the Trust under the terms of a discretionary investment advisory agreement; and

WHEREAS, the Trust desires to retain the Portfolio Manager to provide a continuous program of investment management to that portion of The [ ] Portfolio of the Trust (“Portfolio”) that may, from time to time, be allocated to its Liquidity Strategy by, or under the supervision of, the Trust’s Board of Trustees, 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 that may, from time to time be allocated to its Liquidity Strategy (“Account”) by, or under the supervision of, 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 the 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 and other investments to be purchased and sold and the portion of the Account, if any, that shall be held uninvested, and the selection of brokers, dealers and futures commission merchants through which 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, dealer or futures commission merchant 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 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 or other investment instruments purchased or sold in the Account, showing for each such transaction, the name and quantity of securities or other investment instruments, 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 0.15% of the first $50 million of the Combined Assets; 0.10% of the next $100 million of the Combined Assets and 0.05% on Combined Assets over $150 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 each of the other Portfolios of the Trust allocated to Parametric from time to time for investment in their Liquidity Strategy.

Portfolio Manager shall also be entitled to receive a flat fee of $10,000 per year, provided that 1/12 of such fee will be waived with respect to each calendar month during which no Portfolio assets were allocated to the Account.

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) The 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. The Trust shall indemnify the Portfolio Manager for any liability and expenses, including reasonable attorneys’ fees, which may be sustained as a result of the Trust’s willful misfeasance, bad faith, negligence, reckless disregard of its duties hereunder or violation of applicable law, including, without limitation, the 1940 Act and federal and state securities laws.

(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 definedprovided that a copy of each SEC Filing is provided to Portfolio Manager as follows: (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, [proxy statement or information statement] 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) The Portfolio Manager shall indemnify the Trust for any liability and expenses, including reasonable attorneys’ fees, which may be sustained as a result of the Portfolio Manager’s willful misfeasance, bad faith, negligence, reckless disregard of its duties hereunder or violation of applicable law, including, without limitation, the 1940 Act and federal and state securities. The Portfolio Manager further 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 Filingsprovided that a copy of each SEC Filing was provided to Portfolio Manager as follows (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; (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 “Hirtle Callaghan,” “Hirtle Callaghan Chief Investment Officers” (which is a registered trademark of Hirtle Callaghan & 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 Mark 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 Parametric 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 names “Parametric Portfolio Associates” and “Parametric Clifton” and any portions or derivatives thereof, as well as any logo that is now or shall later become associated with such name (“Parametric Marks”), are valuable property of Portfolio Manager and that the use of the Parametric 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.Representation, Warranties and Agreements of the Trust.

(a) The Trust agrees that it shall promptly notify, if legally permitted, the Portfolio Manager (1) in the event that the SEC censures either the Adviser or the Trust; placed limitations on any of their activities, functions or operations; suspended or revoked the Adviser’s registrations as an investment adviser; or has commenced proceedings on an investigation (formally or informally) that may result in any of these actions, (2) upon having a reasonable basis for believing that the Trust has ceased to qualify or may not qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, or (3) of any other regulatory matter involving the Trust’s investments or investment practices.

(b) The Trust agrees that, to the extent any action is taken by the Trust that with respect to the Trust’s investment objectives, strategies, policies and restrictions or relevant provisions of the Trust’s registration statement as it relates to the services provided by the Portfolio Manager to the Trust, the Trust will take all reasonable steps to ensure that Portfolio Manager is afforded a reasonable period during which to implement any such change and Portfolio Manager agrees it will make reasonable efforts to implement any such action within such implementation period.

11.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.

12.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 or for the account of any other client. Portfolio Manager may, but is not required to, enter into “batch” trades for multiple clients.

13.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 Insider trading 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.

14.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.

15.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.

16.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:

Ms. Colette Bergman, Vice President & Treasurer

The HC Capital Trust

Five Tower Bridge, 300 Barr Harbor Drive, Suite 500

West Conshohocken, PA 19428

If to Portfolio Manager:

Parametric Portfolio Associates LLC,

Minneapolis Investment Center

Attention: Chief Investment Officer,

3600 Minnesota Drive, Suite 325,

Minneapolis, MN 55435

17.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:						Parametric Portfolio Associates LLC

						By:
						Name:
						Title:
						Date:

ATTEST:						The HC Capital Trust (on behalf of [ ] Portfolio)

						By:
						Name:
						Title:
						Date:

HC Capital Trust PRE 14CPreliminary information