HC CAPITAL TRUST ADOPTION AGREEMENT
Adoption Agreement made as of the 31st day of January, 2018 by and between HC Capital Trust, a Delaware statutory trust (the “Trust”), and BNY Mellon Asset Management North America Corporation (“BNY Xxxxxx XXXX”), a Delaware corporation.
WITNESSETH
WHEREAS, the Trust is an investment company registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”) which offers separate series of shares of beneficial interest representing interests in separate investment portfolios (each, a “Portfolio”); and
WHEREAS, the Trust is party to multiple Portfolio Management Agreements (the “PM Agreements”) with each of Mellon Capital Management Corporation (“MCM”), The Boston Company Asset Management, LLC (“TBCAM”) and Xxxxxxxx Xxxxxx Asset Management Company, LLC (“Xxxxxxxx”), as listed in the Appendix to this Agreement, pursuant to which each of MCM, TBCAM and Xxxxxxxx provides investment advisory services to one or more Portfolios; and
WHEREAS, each of TBCAM and Xxxxxxxx is being reorganized into MCM, following which MCM is expected to be re-named as BNY Xxxxxx XXXX, in a restructuring transaction on [January 31, 2018] that will not result in a change in the actual control or management of any of MCM, TBCAM or Xxxxxxxx and therefore not result in an “assignment” (as defined in the Investment Company Act) or termination of any of the PM Agreements; and
WHEREAS, the parties desire to enter into this Adoption Agreement under which BNY Xxxxxx XXXX formally adopts each of the PM Agreements;
NOW, THEREFORE, THE PARTIES HERETO AGREE AS FOLLOWS:
1) Each of the PM Agreements previously in effect between MCM, TBCAM or Xxxxxxxx and the Trust is hereby adopted in its entirety by BNY Xxxxxx XXXX, except that all references to MCM, TBCAM or Xxxxxxxx shall be replaced with BNY Mellon Asset Management North America Corporation.
2) Each of the PM Agreements shall otherwise continue in full force and effect as set forth therein for the remainder of its term.
IN WITNESS WHEREOF, the undersigned have executed this Adoption Agreement as of the date first set forth above.
BNY MELLON ASSET MANAGEMENT NORTH AMERICA CORPORATION
| By: | /s/ Almond Xxxxxx | |
| Name: | Almond Xxxxxx | |
| Title: | Managing Director | |
| HC CAPITAL TRUST | ||
| By: | /s/ Xxxxxxx Xxxxxxx | |
| Name: | Xxxxxxx Xxxxxxx | |
| Title: | VP & Treasurer | |
APPENDIX
List of PM Agreements
| Parties |
Subject Portfolio |
Initial Effective Date |
Current |
Amendment Date(s) | ||||
| Xxxxxxxx and the Trust | The Intermediate Term Municipal Bond Portfolio | February 11, 2009 | March 31 | July 1, 2012 | ||||
| TBCAM and the Trust | The Emerging Markets Portfolio | November 18, 2009 | December 31 | June 5, 2014 | ||||
| MCM and the Trust | The U.S. Government Fixed Income Securities Portfolio | November 11, 2010 | March 31 | December 1, 2012 | ||||
| MCM and the Trust | The Core Fixed Income Portfolio | November 30, 2010 | March 31 | December 1, 2012 | ||||
| MCM and the Trust | The U.S. Mortgage/Asset Backed Fixed Income Securities Portfolio | January 8, 2013 | March 31 | None | ||||
| MCM and the Trust | The Commodity Returns Strategy Portfolio | August 2, 2013 | March 31 | None | ||||
| MCM and the Trust | The Emerging Markets Portfolio | August 2, 2013 | March 31 | None | ||||
| MCM and the Trust | The Growth Equity Portfolio | August 2, 2013 | March 31 | None | ||||
| MCM and the Trust | The Institutional Growth Equity Portfolio | August 2, 2013 | March 31 | None | ||||
| MCM and the Trust | The International Equity Portfolio | August 2, 2013 | March 31 | None | ||||
| MCM and the Trust | The International Equity Portfolio (EM Index) | August 2, 2013 | March 31 | None | ||||
| MCM and the Trust | The Institutional International Equity Portfolio | August 2, 2013 | March 31 | None | ||||
| MCM and the Trust | The Institutional International Equity Portfolio (EM Index) | August 2, 2013 | March 31 | None | ||||
| MCM and the Trust | The Small Capitalization Equity Portfolio | August 2, 2013 | March 31 | None | ||||
| MCM and the Trust | The Institutional Small Capitalization Equity Portfolio | August 2, 2013 | March 31 | None | ||||
| MCM and the Trust | The Value Equity Portfolio | August 2, 2013 | March 31 | None | ||||
| MCM and the Trust | The Institutional Value Equity Portfolio | August 2, 2013 | March 31 | None | ||||
| MCM and the Trust | The Real Estate Securities Portfolio | August 2, 2013 | March 31 | None | ||||
| MCM and the Trust | The Fixed Income Opportunity Portfolio | August 22, 2013 | March 31 | None | ||||
| MCM and the Trust | The Core Fixed Income Portfolio | August 22, 2013 | March 31 | None |
| MCM and the Trust | The U.S. Corporate Fixed Income Securities Portfolio | August 22, 2013 | March 31 | None | ||||
| MCM and the Trust | The Inflation Protected Securities Portfolio | March 1, 2014 | March 31 | None | ||||
| MCM and the Trust | The ESG Growth Portfolio | June 23, 2015 | March 31 | September 13, 2016 September 12, 2017 | ||||
| MCM and the Trust | The Catholic SRI Growth Portfolio | December 15, 2015 | March 31 | September 13, 2016 [December 5, 2017] |
