UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant  x                             Filed by a Party other than the Registrant  ¨

Check the appropriate box:

HC CAPITAL TRUST

(Name of Registrant as Specified In Its Charter)

Laura Anne Corsell, Esq.

Montgomery, McCracken, Walker & Rhoads LLP

123 South Broad Street

Avenue of the Arts

Philadelphia, PA 19109

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

HC CAPITAL TRUST

Five Tower Bridge, 300 Barr Harbor Drive, Suite 500

West Conshohocken, Pennsylvania 19428

July 10, 2013

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 Equity Portfolio,

The Institutional Small Capitalization Equity Portfolio,

The Real Estate Securities Portfolio, The Commodity Returns Strategy Portfolio,

The International Equity Portfolio,

The Institutional International Equity Portfolio and

The Emerging Markets Portfolio (each a “Portfolio or “Equity Portfolio” and collectively,

(the “Equity Portfolios”)

September 6, 2013

To the Shareholders of the HC Capital Trust (the “Trust”):Equity Portfolios:

A Joint Special Meeting (the “Special Meeting”) of shareholders of the Equity Portfolios of the HC Capital Trust (the “Trust”) will be held on Friday, August 2,September 30, 2013 at 10:00 a.m. (Eastern time) at the offices of the Trust. At the Special Meeting, shareholders of the Equity Portfolios will be asked to consider and vote upon important matters relating to the portfolio management services provided to them.

We encourage you to read the attached proxy statement (the “Proxy Statement”) thoroughly. To assist you in this, we have prepared the brief “QUESTION AND ANSWER SUMMARY” that accompanies this letter.

While you are welcome to join us at the Special Meeting, we anticipate that most shareholders will, by completing the proxy card enclosed with the Proxy Statement, instruct us to cast votes on their behalf. The proxy card may be completed by checking the appropriate box, and voting for or against the proposals described in the Proxy Statement. Please note that if you are a shareholder in more than one of the Portfolios you will receive a proxy card for each Portfolio. Your proxy cards are not duplicates and you must vote separately for each Portfolio.

The Board of Trustees of the Trust (the “Board”) unanimously recommends a vote “FOR” the approval of each proposal.

Whether or not you plan to attend the Special Meeting, we need your vote. Please mark, sign, and date the enclosed proxy card and return it promptly in the enclosed, postage-paid envelope so that the maximum number of shares may be voted.If a signed proxy card is returned, but no instructions are specified, your shares will be voted in accordance with the recommendations of the Board.

As always, we thank you for your confidence and support.

Sincerely yours,

Robert J. Zion

President

HC Capital Trust

HC CAPITAL TRUST

Five Tower Bridge, 300 Barr Harbor Drive, Suite 500

West Conshohocken, Pennsylvania 19428

QUESTION AND ANSWER SUMMARY

The following is a brief summary of two matters that shareholders will be asked to consider at the Special Meeting. Both HC Capital Solutions (the “Adviser”) and the Board recommend that you vote“FOR”each of these proposals (the “Proposals”).

For nine of these Portfolios, the fee to which Mellon Capital will be entitled is slightly higher than the fee charged by SSgA FM for the respective Equity Portfolios. In each of these cases, this increase in fee reflects the additional services that Mellon Capital is expected to provide beyond the day-to-day passive management currently provided by SSgA FM. Accordingly, if each of the Proposed Mellon Capital Agreements is approved, it is anticipated that the overall advisory fee paid by nine of the Equity Portfolios will increase. The overall advisory fees paid by the Real Estate Securities and Emerging Markets Portfolios, however, are expected to decrease slightly. Tables illustrating the pro forma expenses that shareholders of each of the Equity Portfolios may be expected to incur in the event that the Proposed Mellon Capital Agreements are approved and implemented appear in the Proxy Statement atAppendices A through K.

HC CAPITAL TRUST

Five Tower Bridge, 300 Barr Harbor Drive, Suite 500

West Conshohocken, Pennsylvania 19428

NOTICE OF JOINT SPECIAL MEETING OF SHAREHOLDERS

of

THE VALUE EQUITY PORTFOLIO

THE INSTITUTIONAL VALUE EQUITY PORTFOLIO

THE GROWTH EQUITY PORTFOLIO

THE INSTITUTIONAL GROWTH EQUITY PORTFOLIO

THE SMALL CAPITALIZATION EQUITY PORTFOLIO

THE INSTITUTIONAL SMALL CAPITALIZATION EQUITY PORTFOLIO

THE REAL ESTATE SECURITIES PORTFOLIO

THE COMMODITY RETURNS STRATEGY PORTFOLIO

THE INTERNATIONAL EQUITY PORTFOLIO

THE INSTITUTIONAL INTERNATIONAL EQUITY PORTFOLIO

and

THE EMERGING MARKETS PORTFOLIO

of(the “Equity Portfolios”)

of

HC CAPITAL TRUST

to be held on August 2,September 30, 2013

TO THE SHAREHOLDERS:

Notice is hereby given (“Notice of Meeting”) that a Joint Special Meeting (the “Special Meeting”) of the shareholders of The Valuethe Equity Portfolio, The Institutional Value Equity Portfolio, The Growth Equity Portfolio, The Institutional Growth Equity Portfolio, The Small Capitalization Equity Portfolio, The Institutional Small Capitalization Equity Portfolio, The Real Estate Securities Portfolio, The Commodity Returns Strategy Portfolio, The International Equity Portfolio, The Institutional International Equity Portfolio and The Emerging Markets Portfolio (each a “Portfolio” or “Equity Portfolio” and collectively, the “Equity Portfolios”)Portfolios of the HC Capital Trust (the “Trust”) will be held on Friday, August 2,September 30, 2013, at the Trust’s principal office, located at Five Tower Bridge, 300 Barr Harbor Drive, Suite 500, West Conshohocken, Pennsylvania 19428, at 10:00 a.m. (Eastern time) for the following purposes:

At the Special Meeting, the shareholders of each of the Equity Portfolios will be asked:

At the Special Meeting,Trust Cadence Capital Management LLC relating to the shareholders of each of The Small Capitalizationrespective Equity Portfolio and The Institutional Small Capitalization Equity Portfolio will also be asked:Portfolios.

Shareholders of the Portfolios will also transact such further business as may properly come before the Special Meeting or at any postponement or adjournment(s) thereof. Information concerning the proposals above is provided in the proxy statement attached to this Notice of Meeting.

Shareholders of record of the Portfolios at the close of business on July 1,August 28, 2013 (the “Record Date”) are entitled to notice of the Special Meeting and any adjournments thereof. If you do not expect to attend the Special Meeting, please fill in, date, sign and return the proxy card in the enclosed envelope, which requires no postage if mailed in the United States (if voting by mail) or vote by telephone or via the Internet in accordance with the instructions on the proxy card. If you attend the Special Meeting, you may vote your shares in person; a vote cast “in person” will revoke a previously submitted proxy card. Please note that if you are a shareholder in more than one of the Portfolios you will receive a proxy card for each Portfolio. Please sign and return each proxy card.

It is important that you return your signed proxy promptly so that a quorum may be ensured.

BY ORDER OF THE BOARD OF TRUSTEES OF HC CAPITAL TRUST

HC CAPITAL TRUST

Five Tower Bridge, 300 Barr Harbor Drive, Suite 500

West Conshohocken, PA 19428

PROXY STATEMENT

This proxy statement (“Proxy Statement”) and the enclosed proxy are being furnished in connection with the solicitation of proxies by the Board of Trustees (the “Board”) of The HC Capital Trust (the “Trust”). The matters discussed in this Proxy Statement applyrelate to the eleven of the series of the Trust: The Value Equity Portfolio, The Institutional Value Equity Portfolio, The Growth Equity Portfolio, The Institutional Growth Equity Portfolio, The Small Capitalization Equity Portfolio, The Institutional Small Capitalization Equity Portfolio, The Real Estate Securities Portfolio, The Commodity Returns Strategy Portfolio, The International Equity Portfolio, The Institutional International Equity Portfolio and The Emerging Markets PortfolioTrust identified in the table below (each a “Portfolio” or “Equity Portfolio” and collectively, the “Equity Portfolios”).

Proxies so solicited are intended for use at a joint special meeting of shareholders of the Equity Portfolios or any adjournment(s) of that meeting (the “Special Meeting”). The Special Meeting will be held at 10:00 a.m. (Eastern Time) on August 2,September 30, 2013 at the offices of the Trust located at Five Tower Bridge, 300 Barr Harbor Drive, Suite 500, West Conshohocken, PA 19428, for the purposes set forth in the accompanying notice (“Notice of Meeting”). Further information about these matters is set forth in this Proxy Statement.

It is anticipated that this Proxy Statement, the accompanying Notice of Meeting and the enclosed proxy card(s) will first be mailed to shareholders on or about July 11,September 6, 2013. Only shareholders of record of one or more of the Equity Portfolios on July 1,August 28, 2013 (the “Record Date”) will be entitled to notice of, and to vote at, the Special Meeting.

The table below summarizes the proposals to be presented at the Special Meeting, and indicates which shareholders will be entitled to vote with respect to each of the proposals (the “Proposals”) and the number of shares outstanding (“Record Date Shares”) for each Portfolio as of the Record Date:

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Each shareholder of record on the Record Date is entitled to one full vote for each full share held and a proportionate fractional vote for each fractional share held as to each proposal on which such shareholder is entitled to vote. If you are a shareholder of more than one Portfolio, you will receive a proxy card for each such Portfolio. Shareholders must vote each proxy separately as each represents a separate proposal for that one Portfolio. Shareholders of each of the Equity Portfolios will vote together on the respective proposals without regard to the class of shares held. Implementation of the several proposals listed above is not contingent on the approval of all proposals; each proposal that is approved by the Affected Equity Portfolio identified in the table will be implemented without regard to whether shareholders entitled to vote on any other proposal approve such other proposal.

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Quorum; Vote Required to Approve Proposals

The presence of the holders of 40% of the shares of an Equity Portfolio as of the Record Date, represented in person or by proxy, shall constitute a quorum for the purpose of conducting the business at the Special Meeting with respect to that Equity Portfolio. Approval of each of the Proposals requires the approval of the holders of a “majority of the outstanding voting securities” of the relevant Equity Portfolio. Under the Investment Company Act of 1940, as amended, (the “Investment Company Act”), this means the lesser of (i) 67% of the outstanding shares represented at a meeting at which more than 50% of the outstanding shares are present in person or represented by proxy, or (ii) more than 50% of the relevant Portfolio’s outstanding voting securities. Persons and groups known by management to beneficially own 5% or more of the Record Date Shares of the Equity Portfolios are listed in this Proxy Statement under the heading “Additional Information.”

If the accompanying proxy is executed properly and returned (if voting by mail) or voted in accordance with the telephone or Internet voting procedures described in the proxy, shares represented by such proxy will be voted at the Special Meeting in accordance with the instructions on the proxy. The Board recommends a vote“FOR” the approval of each proposal. If a signed proxy card is returned, but no instructions are specified, shares will be voted“FOR” approval of the Proposals, and according to the best judgment of the proxy holders on all other matters. Costs associated with the solicitation of proxies will be borne by the Trust. Officers of HC Capital Solutions, (“a separate operating division of Hirtle Callaghan & Co. LLC (the “Adviser”) serves as the Adviser”)primary investment adviser to the Trust. Officers of the Adviser may assist in the solicitation without separate compensation. If the votes required to approve the Proposals are not received, the persons named as proxies on the accompanying proxy may propose one or more adjournments of the Special Meeting to permit further solicitation of proxies. Any such adjournment will require the affirmative vote of the holders of a majority of the Fund’s shares present in person or by proxy at the Special Meeting. The persons named as proxies will vote FOR any such adjournment those proxies which they are entitled to vote in favor of that Proposal and will vote AGAINST any such adjournment those proxies to be voted against that Proposal. A shareholder can revoke a proxy prior to its use by appearing at the Special Meeting and voting in person, by giving written notice of such revocation to the Trust or by returning a subsequently dated proxy to the Trust.

Copies of the Trust’s Annual Report to Shareholders, dated June 30, 2012, and its most recent Semi-Annual Report to Shareholders, dated December 31, 2012,2013 have been previously delivered to shareholders of the Trust. Shareholders of the Trust may obtain additional copies of those reports without charge by writing to the Trust at Five Tower Bridge, 300 Barr Harbor Drive, Suite 500, West Conshohocken, PA 19428 or by calling toll free 1-800-242-9596.

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 Trust’s Board is responsible for the overall supervision and management of the business and affairs of the Trust. The Equity Portfolios are each separate investment portfolios of the Trust.

Although each of the Specialist Managers is required to adhere to the investment objective, policies and restrictions of the Equity Portfolio served, each firm is also expected to do so in the context of its particular investment management style. The goal of the multi-manager structure is to achieve a better rate of return with lower volatility than would typically be expected of any one management style. Its success depends upon the ability of the Trust to (a) identify and retain Specialist Managers who have achieved and will continue to achieve superior investment records relative to selected benchmarks; (b) pair Specialist Managers that have complementary investment styles (e.g., top-down vs. bottom-up investment selection processes); (c) monitor Specialist Managers’ performance and adherence to stated styles; and (d) effectively allocate portfolio assets among Specialist Managers.

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The Adviser, with the oversight of the Trust’s Board of Trustees, is responsible for continuously monitoring the both the overall performance of the Portfolios and the likelihood that continuation of individual Specialist Managers is consistent with the best interests of each Portfolio and the expectations of its shareholders. Similarly, the Adviser is responsible for monitoring other investment advisory organizations and, as an integral part of the Specialist Manager selection process, providing the Board with its recommendations about changes in each Portfolio’s roster of Specialist Managers, in each case with a view to enhancing the ability of the Portfolios to achieve their overall investment objective.

The Board has approved the engagement of Mellon CapitalCadence to serve each of the Equity Portfolios. The Board has also approved the engagement of an additional Specialist Manager, Ariel, to serve the Small Capitalization and Institutional Small Capitalization Portfolios. The engagements of both Mellon Capital and Ariel werePortfolios based on the recommendations of the Adviser.

Shareholder Action

Implementation of each of the proposed new agreements with Mellon CapitalCadence (the “Proposed Mellon Capital Agreements”) and the proposed new agreements with Ariel (the “Proposed Ariel Agreements,” together with the Proposed Mellon Capital Agreements, the “Proposed Agreements”) requires the approval of the shareholders of the relevant Equity Portfolio. Provided shareholder approval is obtained, the Proposed Agreements will become effective as soon as is reasonably practicable following their approval by shareholders. If one or more of the Proposed Agreements is not approved by shareholders, the Portfolio or Portfolios for which the Proposals were rejected will continue to be managed by the current Specialist Managers pursuant to the terms and conditions of the portfolio management agreements then in effect and the Board will meet to determine the best course of action. The fact that one or more of the Proposals are not approved will not affect the implementation of those Proposals that are approved.

Further Information

Information about each of the Equity Portfolios, the Proposed Mellon Capital Agreements and a comparison of the current and proposed fee structures is set forth below under Proposals No. 1 through 11; an illustration of the impact that the new fee structures would have had on each Equity Portfolio had they been in effect during the fiscal year ended June 30, 2012,2013, appears in Appendices A-K to this Proxy Statement. Information about the Proposed Ariel Agreement and a comparison of the current and proposed fee structures is set forth below under Proposals No. 12 and 13; an illustration of the impact that the new fee structure would have had on the Small Capitalization and Institutional Small Capitalization Portfolios had it been in effect during the fiscal year ended June 30, 2012, also appears in Appendices E and F to this Proxy Statement. Additional information concerning each of Mellon Capital and ArielCadence is set forth in aSpecialist Managers Guide in Appendix L to this Proxy Statement.

PROPOSALS NO. 1-111-11::

Approval of new Portfolio Management Agreements between the Trust,

on behalf of each of the Equity Portfolios, and Mellon CapitalCadence

Day-to-day investment decisions forThe Adviser has recommended to the Board that each of the Equity Portfolios are currently the responsibility of multiple Specialist Managers as follows:

Collectively, these organizations are referred to herein as the “Current Managers.” The Current Managers each follow a distinct investment style in managing the assets of the Equity Portfolios allocated to them.

During the course of carrying out its responsibilities, the Adviser concluded thatreplace the passive investment management services currently provided to each of the Equity Portfoliosindex strategies offered by SSgA FM could be providedFunds Management, Inc. (“SSgA FM” or “Legacy Index Manager”) with index strategies that, working within the universe of securities included in a manner more advantageous to the Equity Portfolios by another investment management organization, Mellon Capital. More specifically, SSgA FM currently provides investment management services to each of the Equity Portfolios wherein it adheres to a “passive” or “indexing” investment approach by which SSgA FM attempts to approximate as closely as practicable, before expenses, the performance of one or more different segments of each Equity Portfolio’s benchmark index, as deemed appropriate byseek to capture specific return characteristics through the Adviser.use of proprietary rules-based index strategies. The Board approved the first phase of this transition in June 2013, when it approved portfolio management agreements between the Trust and Mellon Capital is expectedManagement LLC (“Mellon Capital”) relating to provide similar day-to-day portfolio management services, but will also provide the Adviser with insight and information with respect to the determination as to which particular segments of the respective indices will be tracked. SSgA FM is expected to continue to manage certain assets for The Emerging Markets Portfolio using “active” management techniques described in the current prospectus disclosure for that portfolio.

The Proposed Mellon Capital Agreements were approved, subject to the approval of the shareholders of each of the respectiveseveral Equity Portfolios. These agreements became effective following a joint meeting of shareholders at which they were also approved by shareholders of the Equity Portfolios byand Mellon Capital became a Specialist Manager for the Trust’s Board atEquity Portfolios, effective August 2, 2013.

At a meeting of the Board held on June 25, 2013. As noted above,August 20, 2013, the portionBoard approved the second phase of the Adviser’s recommended transition by: (i) terminating existing portfolio management agreements between the Trust and the Legacy Index Manager relating to the Value Equity, Institutional Value Equity, International Equity and Institutional International Equity Portfolios (the “Initial Portfolios”); and (ii) approving an interim portfolio management agreement (“Interim Contract”) between the Trust and Cadence Capital Management LLC (“Cadence”). The Interim Contract, which also became effective on August 20, 2013, (“Effective Date”) permits

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Cadence to succeed the Legacy Index Manager and to implement its rules-based “active index” strategy immediately with respect to the Initial Portfolios, provided that final agreements with Cadence relating to the Initial Portfolios are approved by shareholders of the Initial Portfolios within 150 days of the Effective Date.

Finally, the Board approved the terms of portfolio management agreements (“Final Cadence Agreements”) relating to the Initial Portfolios and the each of the remaining Equity Portfolio thatPortfolios. Other than the rate at which the fee payable to Cadence would be managedcomputed (“Cadence Rate”), the terms of the Final Cadence Agreements are the same as the terms of the Interim Contract. The Cadence Rate set forth in the Final Cadence Agreements is higher than the rate at which fees payable to the Legacy Index Manager were computed in the case of nine of the Equity Portfolios.

The proposed Final Cadence Agreements will become effective as soon as reasonably practicable following the Special Meeting. In the event that the Final Cadence Agreements are not approved by Mellon Capital would be managed passivelyany Equity Portfolio’s shareholders, the current Specialist Managers will continue to attemptmanage that Equity Portfolio. Once implemented, each of the Final Cadence Agreements will remain in effect in accordance with their respective terms for two years, and will continue in effect from year to replicateyear thereafter so long as they are approved annually by the performance of one or more subsets of a broad-based equity index, based on the Adviser and Mellon Capital’s analysis of current market conditions.Trust’s Board. The total percentage of each Equity Portfolio to be managed by Mellon CapitalCadence would be determined by the Adviser to achieve the desired total portfolio diversification and reward-risk characteristics.

Additional information about the basis upon which the Board based its approval of the respective proposed Final Cadence Agreements is set forth below. Information about Cadence is set forth in the Specialist Managers Guide in Appendix L, below. Information about each of the Equity Portfolios and the terms and conditions of the proposed Final Cadence Agreements, including a comparison of the current and proposed fee structures is also set forth below and a copy of the form of proposed Final Cadence Agreement appears in this Proxy Statement as Exhibit 1. Finally, an illustration of the impact that the new fee structures would have had on each Equity Portfolio had they been in effect during the fiscal year ended June 30, 2013, appears in Appendices A-K to this Proxy Statement.

Under the Interim Contract between the Trust and Cadence currently in place, and pursuant to the requirements of Rule 15a-4 under the Investment Company Act for such interim agreements, Cadence is currently receiving fees for each of the Value Equity, Institutional Value Equity, International Equity and Institutional International Equity Portfolios equal to the fees previously received by SSgA FM for each respective Portfolio. The fees that will be payable to Mellon CapitalCadence under the Proposed Mellon CapitalFinal Cadence Agreements are slightly higher that the fees currently being paid under the Interim Agreement for these Portfolios. The fees payable to Cadence will also increase slightly from the fees previously paid to SSgA FM for ninefive of the elevenremaining Equity Portfolios. These increasedPortfolios, while the fee to be paid to Cadence under the Final Cadence Agreements will decrease slightly for the Real Estate Securities and Emerging Markets Portfolios under the Final Cadence Agreements. The fees in the Final Cadence Agreements fees reflect the additional services that Mellon Capital is expected toCadence will provide to each Equity Portfolio.Portfolio beyond those previously provided by SSgA FM. As a result, it is expected that the overall advisory fees to be paid by these Equity Portfolios willmay increase if the ProposedFinal Cadence Agreements are approved, depending on the allocation of assets amongst the various Specialist Managers.

The Fees payable to Cadence under the Final Cadence Agreements are exactly the same as the fees currently being paid to Mellon Capital Agreements are approved. In addition, with respect to each Equity Portfolio and lower than the Small Capitalizationfees paid to each other Specialist Manager serving each of the respective Equity and Institutional Small Capitalization Equity Portfolios, whether the overall advisory fee paid will increase or decrease will depend on the manner in which assets of each portfolio are allocated among its Specialist Managers as well as whether the Proposed Ariel Agreements (as described in Proposals 12-13, below) with respect to the Small Capitalization Equity and Institutional Small Capitalization Equity Portfolios are also approved. At the current projected asset levels, and assuming that the Proposed Ariel Agreements are also approved, it is anticipated that the overall advisory fees for the Small Capitalization Equity and Institutional Small Capitalization Equity Portfolios will increase slightly. The overall advisory fees for the Real Estate Securities and Emerging Markets Portfolios are expected to decrease slightly if the Proposed Mellon Capital Agreements for those Portfolios are approved and implemented. Portfolios.

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For more information on the fees and expenses of each of the Equity Portfolios, see the pro-forma fee and expense tables in the Appendices to this Proxy Statement as follows:

If approved by shareholders, each of the Proposed Mellon CapitalFinal Cadence Agreements will remain in effect in accordance with their respective terms for two years, and will continue in effect from year to year thereafter so long as they are approved annually by the Trust’s Board. A copy of the form of Proposed Mellon CapitalFinal Cadence Agreement appears in this Proxy Statement asExhibit 1. Information about Mellon CapitalCadence is set forth in theSpecialist Managers Guide in Appendix L, below.

THE BOARD RECOMMENDS THAT:

SHAREHOLDERS OF THE VALUE EQUITY PORTFOLIO

VOTE “FOR” PROPOSAL NO. 1

SHAREHOLDERS OF THE INSTITUTIONAL VALUE EQUITY PORTFOLIO VOTE “FOR” PROPOSAL NO. 2

SHAREHOLDERS OF THE GROWTH EQUITY PORTFOLIO

VOTE “FOR” PROPOSAL NO. 3

SHAREHOLDERS OF THE INSTITUTIONAL GROWTH EQUITY PORTFOLIO VOTE “FOR” PROPOSAL NO. 4

SHAREHOLDERS OF THE SMALL CAPITALIZATION EQUITY PORTFOLIO

VOTE “FOR” PROPOSAL NO. 5

SHAREHOLDERS OF THE INSTITUTIONAL SMALL CAPITALIZATION EQUITY PORTFOLIO VOTE “FOR” PROPOSAL NO. 6

SHAREHOLDERS OF THE REAL ESTATE SECURITIES PORTFOLIO

VOTE “FOR” PROPOSAL NO. 7

SHAREHOLDERS OF THE COMMODITY RETURNS STRATEGY PORTFOLIO

VOTE “FOR” PROPOSAL NO. 8

SHAREHOLDERS OF THE INTERNATIONAL EQUITY PORTFOLIO

VOTE “FOR” PROPOSAL NO. 9

SHAREHOLDERS OF THE INSTITUTIONAL INTERNATIONAL EQUITY PORTFOLIO

VOTE “FOR” PROPOSAL NO. 10

AND

SHAREHOLDERS OF THE EMERGING MARKETS PORTFOLIO

VOTE “FOR” PROPOSAL NO. 11

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Factors Considered by the Board in Approving the Proposal.

At a meeting on June 25,August 20, 2013, the Board, including a majority of the Independent Trustees, considered and approved, subject to the approval of the shareholders of each of the Equity Portfolios, the Proposed Mellon CapitalFinal Cadence Agreements relating to the Equity Portfolios. In connection with its deliberations, the Board requested and received a range of information from Mellon CapitalCadence about its business operations, financial position, cost and/or profitability, other accounts and related information.

In concluding that approval of the Proposed Mellon CapitalFinal Cadence Agreements was in the best interests of the Equity Portfolios and consistent with the expectations of their shareholders, the Board gave substantial weight to the Adviser’s assessment of the structure of each of the Equity Portfolios, the role of the Currentvarious Specialist Managers serving the Equity Portfolios, and the potential benefits of engaging Mellon CapitalCadence to manage a portion of each Equity Portfolio’s assets.

With respect to four of the Equity Portfolios, and based upon the Adviser’s recommendations, it was determined that an immediate allocation of assets to Cadence was appropriate, while with respect to the other seven Equity Portfolios, the ongoing transition of assets from SSgA FM to Mellon Capital was expected to continue. Accordingly, the Board approved the terms of the Interim Contract with Cadence pursuant to which Cadence currently provides portfolio management services to each of the Value Equity, Institutional Value Equity, International Equity and Institutional International Equity Portfolios and, subject to the approval of each Equity Portfolio’s shareholders, the Final Cadence Agreements with Cadence with respect to each of the Equity Portfolios.

The Board also considered information provided to it by the Adviser and Mellon CapitalCadence with respect to the nature and quality of the services to be provided by Mellon Capital,Cadence, its performance record in managing investment accounts similar to each of the Equity 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 Proposed Mellon CapitalFinal Cadence Agreements, including fees payable to Mellon Capital.Cadence.

The information received from the Adviser included the Adviser’s overall evaluation of Mellon Capital,Cadence, the investment style that the Adviser expects Mellon CapitalCadence to bring to its assignments and the Adviser’s expectations for the Equity Portfolios and the types of circumstances that may lead the Adviser to recommend changes in the level of assets to the style assigned to Mellon Capital.Cadence.

In summary, the Board concluded that the implementation of the Proposed Mellon CapitalFinal Cadence Agreements would be in the best interests of the Trust and the shareholders of each of the Equity 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 Mellon Capital’sCadence’s management style and past performance record. Specifically, in considering the nature and quality (including performance) of the services expected to be provided by Mellon Capital,Cadence, the Board had before it information that it received from the Adviser and Mellon CapitalCadence with respect to Mellon Capital’sCadence’s commitment to implementing a consistent investment program, the performance achieved for other clients (including mutual funds) in the past, and information relating to its compliance programs and back office systems. The Board also considered the Trust’s experience with Mellon Capital, which currently serves as a Specialist Manager for each of the Core Fixed Income, U.S. Government Fixed Income and U.S. Mortgage/Asset Backed Fixed Income Portfolios of the Trust. The Board further 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 Mellon CapitalCadence were reasonably likely to benefit each of the Equity 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 Mellon CapitalCadence to carry out the investment policies of the Equity Portfolios and to ensure continuity in its investment strategy.strategies.

The Board also determined that the rates at which Mellon CapitalCadence would be compensated for its services under the Proposed Mellon CapitalFinal Cadence Agreements were reasonable. During the course of its deliberations, the Board was provided with publicly available information assembled by a third-party service provider about the performance and fee structures of funds similar to each of the Equity Portfolios managed by other investment advisers (the “peer

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group”) and with information from Mellon CapitalCadence regarding the fee structures of its similarly-managed accounts. While the Board found this information useful as an indication of the range of fees and services in the peer group and among similarly-managed accounts of the proposed manager, the Board did not specifically rely upon such comparisons, but based its findings primarily on the specific facts and circumstances of the Equity Portfolios and of the Trust as a whole and the fact that the rate at which Mellon CapitalCadence was to be compensated was determined as a result of arms-length negotiations conducted by the officers of the Trust and the Adviser. The Board notedwas aware of the fact that implementing the proposed engagement would be expected tocould result in an increase in the overall advisory fees paid by nine of the eleven Equity Portfolios but balanced such increases against the increased services to be provided by Mellon Capital.Cadence over those previously provided by SSgA FM, noting that Cadence provides certain insights and information to the Adviser and consult with the Adviser in determining exactly which subsets of the respective indices each of the various Equity Portfolios will focus upon when investing that portion of their investment portfolio dedicated to passive investing. The Board also recognized that the overall levels of advisory fees experienced by the Equity Portfolios depend upon the manner in which the assets of those Equity Portfolios are allocated among their various Specialist Managers.

In concluding that the engagement of Mellon CapitalCadence would be appropriate and, further, that approval of the Proposed Mellon CapitalFinal Cadence Agreements was in the best interests of shareholders of each of the Equity Portfolios, the Board considered it of importance that, like all of the portfolios of the Trust, the Equity Portfolios are designed primarily to serve as a vehicle through which the Adviser implements asset allocation strategies on behalf of investment advisory clients of the Adviser and its affiliates and that shares of the Equity Portfolios are generally available only to such clients. The Board also had before it information to the effect that Mellon CapitalCadence would be responsible only for the day-to-day investment decisions for that portion of the assets of the Equity Portfolios allocated to them. Moreover, the Board was informed that Mellon CapitalCadence would not participate in the administration or distribution of shares of the any Trust portfolio and would receive limited, if any, benefit from its association with the Equity Portfolios or the Trust other than investment advisory fees received. The Board reviewed the portfolio management services expected to be provided by Mellon Capital,Cadence, referencing the expected investment style, the experience of the personnel expected to be assigned to the Equity Portfolios and the past performance of the organization including, as applicable, peer group comparisons and comparisons with the adviser’s other similarly-managed accounts.

Information About the Proposed Mellon CapitalFinal Cadence Agreements Relating to the Equity Portfolios.

The Proposed Mellon CapitalFinal Cadence Agreements each require the named service provider to (i) provide a continuous investment program for that portion of the respective Equity 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. The proposed 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 termination in the event of an “assignment” as defined in the Investment Company Act. Under the terms of the Proposed Mellon CapitalFinal Cadence Agreements, Mellon CapitalCadence will be paid an annual fee, calculated daily and payable monthly, in arrears. The fees for each of the various Equity Portfolios under the Proposed Mellon CapitalFinal Cadence Agreements are calculated based on an annual percentage of average daily net assets. Mellon Capital’sCadence’s fees would be paid at one level so long as the aggregate assets allocated to Mellon CapitalCadence for all of its passive equity mandates (including accounts for other clients of

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the Adviser and its affiliates besides the Trust) exceed $2 billion. Should these aggregate assets fall below $2 billion, a higher fee will apply. The initial allocation to Mellon CapitalCadence is expected to exceed $4.5$2 billion.

For more information on the fees and expenses of the Equity Portfolios, see the pro-forma fee and expense tables inAppendices A-K.

With respect to duration and termination, the proposed agreements each provide that they shall continue in effect for a period of two years from the date on which they become effective. The Proposed Mellon CapitalFinal Cadence Agreements will remain in effect thereafter from year to year for so long as each agreement’s 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 Equity 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.

If the proposals are approved, the Proposed Mellon CapitalFinal Cadence Agreements will become effective as soon as reasonably practicable following the Special Meeting. In the event that the Proposed Mellon CapitalFinal Cadence Agreements are not approved by any Equity Portfolio’s shareholders, the Currentcurrent Specialist Managers will continue to manage that Equity Portfolio.

PROPOSALS NO. 12 & 13:

Approval of New Portfolio Management Agreements between the Trust, on behalf of each of the Small Capitalization and Institutional Small Capitalization Portfolios, and Ariel

Day-to-day investment decisions for The Small Capitalization Portfolio and The Institutional Small Capitalization Portfolio (collectively, the “Small Cap Portfolios”) are currently the responsibility of five Specialist Managers: Cupps, Frontier, IronBridge, Pzena and SSgA FM (collectively, the “Current Small Cap Managers”). The Current Small Cap Managers each follow a distinct investment style in managing the assets of the Small Cap Portfolios allocated to them.

During the course of carrying out its responsibilities, the Adviser concluded that the Small Cap Portfolios would benefit from adding access to an additional sub-asset class of small capitalization equity securities, specifically, the “deep value” segment of the small capitalization equity universe, focusing on those stocks with the lowest price/tangible book value ratios and attempting to purchase companies at significant discounts to the firms’ replacement values. The Proposed Ariel Agreements were approved, subject to the approval of the shareholders of each of the Small Cap Portfolios, by the Trust’s Board at a meeting of the Board held on June 25, 2013. The portion of the Small Cap Portfolios that would be managed by Ariel would focus on stocks that Ariel believes to be trading below their intrinsic value. The total percentage of the Small Cap Portfolios to be managed by Ariel would be determined by the Adviser to achieve the desired total portfolio diversification and reward-risk characteristics.

Whether the overall advisory fee paid by the Small Cap Portfolios would initially be expected to increase or decrease if the Proposed Ariel Agreements are implemented will depend on the manner in which assets of the Small Cap Portfolios are allocated among the Specialist Managers as well as whether the Proposed Mellon Capital Agreements with respect to the Small Cap Portfolios (as described in Proposals 1-11, above) are also approved. At the current projected asset levels, and assuming that the Proposed Mellon Capital Agreements are also approved, it is anticipated that the overall advisory fees for the Small Cap Portfolios will increase slightly. It is possible that the amount of the Small Cap Portfolio’s assets allocated to Ariel could be small enough that the overall advisory fee would neither increase nor decrease. For more information on the fees and expenses of The Small Capitalization Equity Portfolio, see the pro-forma fee and expense tables inAppendix E. For more information on the fees and expenses of The Institutional Small Capitalization Equity Portfolio, see the pro-forma fee and expense tables inAppendix F.

If approved by shareholders, the Proposed Ariel Agreements will each remain in effect in accordance with their respective terms for two years, and will continue in effect from year to year thereafter so long as they are approved annually by the Trust’s Board. A copy of the form of Proposed Ariel Agreement appears in this Proxy Statement asExhibit 2. Information about Ariel is set forth in theSpecialist Managers Guide in Appendix L, below.

THE BOARD RECOMMENDS THAT:

SHAREHOLDERS OF THE SMALL CAPITALIZATION EQUITY PORTFOLIO

VOTE “FOR” PROPOSAL NO. 12

AND

SHAREHOLDERS OF THE INSTITUTIONAL SMALL CAPITALIZATION EQUITY PORTFOLIO VOTE “FOR” PROPOSAL NO. 13

Factors Considered by the Board in Approving the Proposal.

At a meeting on June 25, 2013 the Board, including a majority of the Independent Trustees, considered and approved, subject to the approval of the shareholders of each of the Small Cap Portfolios, the Proposed Ariel Agreements relating to the Small Cap Portfolios. In connection with its deliberations, the Board requested and received a range of information from Ariel about its business operations, financial position, cost and/or profitability, other accounts and related information.

In concluding that approval of the Proposed Ariel Agreements were in the best interests of the Small Cap Portfolios and consistent with the expectations of their shareholders, the Board gave substantial weight to the Adviser’s assessment of the structure of the Small Cap Portfolios, the role of the Current Small Cap Managers, and the potential benefits of engaging Ariel to manage a portion of the Small Cap Portfolios’ assets.

The Board also considered information provided to it by the Adviser and Ariel with respect to the nature and quality of the services to be provided by Ariel, its performance record in managing investment accounts similar to the Small Cap 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 Proposed Ariel Agreements, including fees payable to Ariel.

The information received from the Adviser included the Adviser’s overall evaluation of Ariel, the investment style that the Adviser expects Ariel to bring to its assignment and the Adviser’s expectations for the Small Cap Portfolios and the types of circumstances that may lead the Adviser to recommend shifts of assets to the style used by Ariel.

In summary, the Board concluded that the implementation of the Proposed Ariel Agreements would be in the best interests of the Trust and the shareholders of the Small Cap 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 Ariel’s management style and past performance record. Specifically, in considering the nature and quality (including performance) of the services expected to be provided by Ariel, the Board had before it information that it received from the Adviser and Ariel with respect to Ariel’s commitment to implementing a consistent investment program, the performance achieved for other clients (including mutual funds) in the past, 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 team. In concluding that the services to be provided by Ariel were reasonably likely to benefit the Small Cap 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 Ariel to carry out the investment policies of the Small Cap Portfolios and to ensure continuity in its investment strategy.

The Board also determined that the rate at which Ariel would be compensated for its services under the Proposed Ariel Agreements was reasonable. During the course of its deliberations, the Board was provided with publicly available information assembled by a third-party service provider about the performance and fee structures of funds similar to the Small Cap Portfolios managed by other investment advisers (the “peer group”) and with information from Ariel regarding the fee structures of its similarly-managed accounts. While the Board found this information useful as an indication of the range of fees and services in the peer group and among similarly-managed accounts of the proposed manager, the Board did not specifically rely upon such comparisons, but based its findings primarily on the specific facts and circumstances of the Small Cap Portfolios and of the Trust as a whole and the fact that the rate at which Ariel was to be compensated was determined as a result of arms-length negotiations conducted by the officers of the Trust and the Adviser. The Board also noted the fact that implementing the proposed engagement would be expected to increase the overall advisory fees paid by the Small Cap Portfolios. The Board also recognized that the overall levels of advisory fees experienced by the Small Cap Portfolios would depend upon the manner in which the assets of those Portfolios are allocated among their various Specialist Managers.

In concluding that the engagement of Ariel would be appropriate and, further, that approval of the Proposed Ariel Agreements was in the best interests of shareholders of the Small Cap Portfolios, the Board considered it of importance that, like all of the portfolios of the Trust, the Small Cap Portfolios are designed primarily to serve as a vehicle through which the Adviser implements asset allocation strategies on behalf of investment advisory clients of the Adviser and its affiliates and that shares of the Small Cap Portfolios are generally available only to such clients. The Board also had before it information to the effect that Ariel would be responsible only for the day-to-day investment decisions for that portion of the assets of the Small Cap Portfolios allocated to them. Moreover, the Board was informed that Ariel would not participate in the administration or distribution of shares of the any Trust portfolio and would receive limited, if any, benefit from its association with the Small Cap Portfolios or the Trust other than investment advisory fees received. The Board reviewed the portfolio management services expected to be provided by Ariel, referencing the expected investment style, the experience of the personnel expected to be assigned to the Small Cap Portfolios and the past performance of the organization including, as applicable, peer group comparisons and comparisons with the adviser’s other similarly-managed accounts.

Information About the Proposed Ariel Agreements Relating to the Small Cap Portfolios.

The Proposed Ariel Agreements each require the named service provider to (i) provide a continuous investment program for that portion of the respective Small Cap 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. The proposed 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 termination in the event of an “assignment” as defined in the Investment Company Act. Under the terms of the Proposed Ariel Agreements, Ariel will be paid an annual fee, calculated daily and payable quarterly, in arrears, based on the Combined Assets (i.e., the aggregate of the assets of the each Small Cap Portfolio allocated to Ariel and certain other investment advisory accounts at the Adviser or its affiliates for which Ariel provides similar services), in accordance with the following schedule: 1.00% of the first $10 million of the Combined Assets, 0.75% of the next $10 million and 0.50% of Combined Assets exceeding $20 million. For more information on the fees and expenses of the Small Cap Portfolios, see the pro-forma fee and expense tables inAppendices E & F.

With respect to duration and termination, the proposed agreements each provide that they shall continue in effect for a period of two years from the date on which they become effective. The Proposed Ariel Agreements will remain in effect thereafter from year to year for so long as each agreement’s 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 Small Cap 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.

If the proposals are approved, the Proposed Ariel Agreements will become effective as soon as reasonably practicable following the Special Meeting. In the event that the Proposed Ariel Agreements are not approved by either Small Cap Portfolio’s shareholders, the Current Small Cap Managers will continue to manage that Small Cap Portfolio.

OTHER MATTERS.

No business other than as set forth herein is expected to come before the Special Meeting, but should any other matter requiring a vote of shareholders properly arise, including any question as to an adjournment of the Special Meeting, the persons named in the enclosed proxy will vote thereon according to their best judgment and in the interests of each Equity Portfolio.

VOTES REQUIRED FOR APPROVAL OF MATTERS AT THE SPECIAL MEETING.

The presence of the holders of 40% of the shares of a Portfolio as of the Record Date, represented in person or by proxy, shall constitute a quorum for the purpose of conducting the business at the Special Meeting with respect to that Portfolio. Approval of each of the proposals requires the approval of the holders of a “majority of the outstanding voting securities” of the relevant Portfolio. Under the Investment Company Act, this term means the

9

lesser of (i) 67% of the outstanding shares represented at a meeting at which more than 50% of the outstanding shares are present in person or represented by proxy, or (ii) more than 50% of the relevant Portfolio’s outstanding voting securities.

A properly executed and returned proxy, or a proxy voted in accordance with the telephone or Internet voting procedures described in the proxy, marked with an abstention will be considered present at the Special Meeting of shareholders for the purpose of determining the existence of a quorum. If any proxy received by the Trust that withholds authority to vote represents a “broker non-vote,” shares represented by such proxy will not be counted for purposes of determining whether or not a quorum is present at the Special Meeting of shareholders and will not be deemed “votes cast” with respect to any matter with respect to which authority to vote is withheld. Abstentions and broker non-votes will thus not constitute a vote “for” or “against” any matter, but will have the same effect as a negative vote with respect to matters that require the approval of a requisite percentage of the outstanding shares of that Portfolio. As used in this Proxy Statement, “broker non-vote” means a proxy, executed, or otherwise voted by telephone or Internet in accordance with the proxy, by a broker or other nominee, indicating that the nominee has not received instructions from the beneficial owner or other person entitled to vote shares on a particular matter with respect to which the broker or nominee does not have discretionary power.

ADDITIONAL INFORMATION.

Management of the Trust.

Information about HC Capital Solutions.    Under the terms of two separate discretionary investment advisory agreements with the Trust relating to the Portfolios (“HC Agreements”), 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 without additional authorization of the Trust’s Board. 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 investment portfolio’s average net assets. For the fiscal year ended June 30, 2012,2013, the Adviser received advisory fees from the Equity Portfolios in the following amounts:

The Adviser is a division of Hirtle, Callaghan & Co., LLC, and wholly owned by Hirtle Callaghan Holdings, Inc., which is controlled by one of its founders, 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, a principal of the Adviser, 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 a meeting of the Board held on March 12, 2013.

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Information about the Other Specialist Managers.

The Value Equity Portfolio.    The Value Equity Portfolio is currently managed by three (3)four (4) Specialist Managers: AllianceBernstein L.P. (“AllianceBernstein”); Institutional Capital, LLC (“ICAP”), Mellon Capital and SSgA FM.Cadence. AllianceBernstein’s principal offices are located at 1345 Avenue of the Americas, New York, NY, 10105. ICAP’s principal offices are located at 225 West Wacker, Chicago, IL 60606. SSgA FM’sMellon Capital’s principal offices are located at State50 Fremont Street, Financial Center, One Lincoln Street, Boston, MA 02111.Suite 3900, San Francisco, CA 94105.

The Institutional Value Equity Portfolio.    The Institutional Value Equity Portfolio is currently managed by four (4)five (5) Specialist Managers: AllianceBernstein; ICAP; SSgA FM; and Pacific Investment Management Company LLC (“PIMCO”).; Mellon Capital and Cadence. PIMCO’s principal offices are located at 840 Newport Center Drive, Suite 100, Newport Beach, CA 92660.

The Growth Equity Portfolio.    The Growth Equity Portfolio is currently managed by three (3) Specialist Managers: Sustainable Growth Advisers, LP (“SGA”); SSgA FM and Jennison Associates LLC (“Jennison”). and Mellon Capital. SGA’s principal offices are located at 301 Tresser Blvd., Suite 1310, Stamford, CT 06901. Jennison’s principal offices are located at 466 Lexington Avenue, New York,
NY 10017.

The Institutional Growth Equity Portfolio.    The Institutional Growth Equity Portfolio is currently managed by four (4) Specialist Managers: SGA; SSgA FM, PIMCOPIMCO; Jennison and Jennison.Mellon Capital.

The Small Capitalization Equity Portfolio.    The Small Capitalization Equity Portfolio is currently managed by five (5)six (6) Specialist Managers: Ariel Investments, LLC (“Ariel”), Cupps Capital Management, LLC (“Cupps”); Frontier Capital Management Company, LLC (“Frontier”); IronBridge Capital Management LP (“IronBridge”); Pzena Investment Management, LLC (“Pzena”); and SSgA FM.Mellon Capital. 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.

The Institutional Small Capitalization Equity Portfolio.    The Institutional Small Capitalization Equity Portfolio is currently managed by five (5)six (6) Specialist Managers: Ariel, Cupps; Frontier; IronBridge; Pzena and SSgA FM.Mellon Capital.

The Real Estate Securities Portfolio.    The Real Estate Securities Portfolio is currently managed by two (2) Specialist Managers: Wellington Management Company, LLP (“Wellington”); and SSgA FM.Mellon Capital. Wellington’s principal offices are located at 280 Congress Street, Boston, MA 02110.

The Commodity Returns Strategy Portfolio.    The Commodity Returns Strategy Portfolio is currently managed by three (3) Specialist Managers: Wellington; PIMCO and SSgA FM.Mellon Capital.

The International Equity Portfolio.    The International Equity Portfolio is currently managed by four (4)five (5) Specialist Managers: Artisan Partners Limited Partnership (“Artisan”); Causeway Capital Management, LLC (“Causeway”); Capital Guardian Trust Company (“CapGuardian”); Mellon Capital and SSgA FM.Cadence. Artisan’s principal offices are located at 875 E. Wisconsin Avenue, Suite 800, Milwaukee, WI 53202. Causeway’s principal offices are located at 11111 Santa Monica Boulevard, 15th Floor, Los Angeles, CA 90025. CapGuardian’s principal offices are located at 333 South Hope Street, Los Angeles, CA 90071.

The Institutional International Equity Portfolio.    The Institutional International Equity Portfolio is currently managed by five (5)six (6) Specialist Managers: Artisan; Causeway; CapGuardian; Lazard Asset Management LLC (“Lazard”); Mellon Capital and SSgA FM.Cadence. Lazard’s principal offices are located at 30 Rockefeller Plaza, New York, NY, 10112.

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The Emerging Markets Portfolio.    The Emerging Markets Portfolio is currently managed by two (2)three (3) Specialist Managers: The Boston Company Asset Management LLC (“TBCAM”); SSgA FM and SSgA FM.Mellon Capital. TBCAM’s principal offices are located at One Boston Place, Boston, MA 02108. SSgA FM’s principal offices are located at State Street Financial Center, One Lincoln Street, Boston, MA 02111

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 most recently approved by the Board on March 12, 2013. 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 and are not primarily intended to result in the sale of Trust shares. 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.

Holders of 5% of Shares on Record Date.

The Trust is not aware of any shareholders who hold beneficially 5% or more of shares of the Equity Portfolios as of the Record Date. 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 Equity 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 each of the Equity Portfolios.

SHAREHOLDER PROPOSALS.

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 Investment Company Act or other applicable law. The Investment Company 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 independent registered public accountants. 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.

Dated: July 10,September 6, 2013

BY ORDER OF THE BOARD OF TRUSTEES OF HC CAPITAL TRUST

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APPENDIX A

Pro Forma Fee and Expense Table: The Value Equity Portfolio.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. Each is designed to correspond with the tables relating to The Value Equity Portfolio that appear in the prospectuses 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 Proxy Statement, Cadence is currently managing assets for The Value Equity Portfolio under the terms of an interim Agreement. The rate at which Mellon CapitalCadence will be compensated under the Proposed Mellon Capital Agreement will be higher than the fee currently beingpaid under the Interim Agreement and previously paid to SSgA FM. During the fiscal year ended June 30, 2013, SSgA FM earned $156,000 in advisory fees from The Value Equity Portfolio, the same amount that Cadence would have received under the Interim Agreement. Had the Proposed Agreement been in place during this period, Cadence would have received $254,000 in advisory fees, an increase of 63%. Note, however, that this would have represented an increase of 6% of the overall advisory fees paid by The Value Equity Portfolio.

The following tables compare the management fees and expenses (expressed as a percentage of average net assets) actually incurred by The Value Equity Portfolio during The Value Equity Portfolio’s fiscal year ended June 30, 20122013 with the advisory fees that would have been incurred during such period had the Proposed Mellon Capital Agreement been in place during such period and adjusted for the asset allocations to the various Specialist Managers as of March 31, 2013.period.

A-1

HC Strategic Shares.

Pro Forma with respect to the FYE June 30, 20122013

The net assets of The Value Equity Portfolio’s HC Strategic Shares as of June 30, 20122013 were approximately $608$680 million.

As of March 31,June 30, 2013, the allocations for each of the Specialist Managers then serving The Value Equity Portfolio were: 58%56% to SSgA FM, 22%24% to AllianceBernstein and 20% to ICAP. For the fee table if Mellon CapitalCadence is approved, it has been assumed that SSgA FM’s allocation as of June 30, 2013 would be allocated to a combination of Mellon Capital and Cadence, both of which will take over SSgA FM’s entire allocation.be compensated according to identical fee schedules.

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 Value Equity 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.

A-2

HC Advisors Shares.

Pro Forma with respect to the FYE June 30, 20122013

The net assets of The Value Equity Portfolio’s HC Advisors Shares as of June 30, 20122013 were approximately $811,000.$1.6 million.

As of March 31,June 30, 2013, the allocations for each of the Specialist Managers then serving The Value Equity Portfolio were: 58%56% to SSgA FM, 22%24% to AllianceBernstein and 20% to ICAP. For the fee table if Mellon CapitalCadence is approved, it has been assumed that SSgA FM’s allocation as of June 30, 2013 would be allocated to a combination of Mellon Capital and Cadence, both of which will take over SSgA FM’s entire allocation.be compensated according to identical fee schedules

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 Value Equity 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.

A-3

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. Each is designed to correspond with the tables relating to The Institutional Value Equity Portfolio that appear in the prospectuses 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 Proxy Statement, Cadence is currently managing assets for The Institutional Value Equity Portfolio under the terms of an interim Agreement. The rate at which Mellon CapitalCadence will be compensated under the Proposed Mellon Capital Agreement will be higher than the fee currently beingpaid under the Interim Agreement and previously paid to SSgA FM. During the fiscal year ended June 30, 2013, SSgA FM earned $245,000 in advisory fees from The Institutional Value Equity Portfolio, the same amount that Cadence would have received under the Interim Agreement. Had the Proposed Agreement been in place during this period, Cadence would have received $398,000 in advisory fees, an increase of 63%. Note, however, that this would have represented an increase of 7% of the overall advisory fees paid by The Institutional Value Equity Portfolio.

The following tables compare the management fees and expenses (expressed as a percentage of average net assets) actually incurred by The Institutional Value Equity Portfolio during The Institutional Value Equity Portfolio’s fiscal year ended June 30, 20122013 with the advisory fees that would have been incurred during such period had the Proposed Mellon Capital Agreement been in place during such period and adjusted for the asset allocations to the various Specialist Managers as of March 31, 2013.period.

B-1

HC Strategic Shares.

Pro Forma with respect to the FYE June 30, 20122013

The net assets of The Institutional Value Equity Portfolio’s HC Strategic Shares as of June 30, 20122013 were approximately $959$937 million.

As of March 31,June 30, 2013, the allocations for each of the Specialist Managers then serving The Institutional Value Equity Portfolio were: 61%54% to SSgA FM, 20%24% to AllianceBernstein, 19%22% to ICAP and 0% to PIMCO. For the fee table if Mellon CapitalCadence is approved, it has been assumed that SSgA FM’s allocation as of June 30, 2013 would be allocated to a combination of Mellon Capital and Cadence, both of which will take over SSgA FM’s entire allocation.be compensated according to identical fee schedules.

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 Institutional Value Equity 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.

B-2

HC Advisors Shares.

Pro Forma with respect to the FYE June 30, 20122013

The net assets of The Institutional Value Equity Portfolio’s HC Advisors Shares as of June 30, 20122013 were approximately $1.7$2 million.

As of March 31,June 30, 2013, the allocations for each of the Specialist Managers then serving The Institutional Value Equity Portfolio were: 61%54% to SSgA FM, 20%24% to AllianceBernstein, 19%22% to ICAP and 0% to PIMCO. For the fee table if Mellon CapitalCadence is approved, it has been assumed that SSgA FM’s allocation as of June 30, 2013 would be allocated to a combination of Mellon Capital and Cadence, both of which will take over SSgA FM’s entire allocation.be compensated according to identical fee schedules.

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 Institutional Value Equity 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.

B-3

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. Each is designed to correspond with the tables relating to The Growth Equity Portfolio that appear in the prospectuses 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 Proxy Statement, the rate at which Mellon CapitalCadence will be compensated under the Mellon CapitalProposed Agreement will be higher than the fee currently beingpaid under the Interim Agreement and previously paid to SSgA FM.

The following tables compare the management fees and expenses (expressed as a percentage of average net assets) actually incurred by The Growth Equity Portfolio during The Growth Equity Portfolio’s fiscal year ended June 30, 20122013 with the advisory fees that would have been incurred during such period had the Proposed Mellon Capital Agreement been in place during such period and adjusted for the asset allocations to the various Specialist Managers as of March 31, 2013.period.

C-1

HC Strategic Shares.

Pro Forma with respect to the FYE June 30, 20122013

The net assets of The Growth Equity Portfolio’s HC Strategic Shares as of June 30, 20122013 were approximately $732$736 million.

As of March 31,June 30, 2013, the allocations for each of the Specialist Managers then serving The Growth Equity Portfolio were: 59%58% to SSgA FM, 20%16% to SGA and 21%26% to Jennison. For the fee table if Mellon CapitalCadence is approved, it has been assumed that SSgA FM’s allocation as of June 30, 2013 would be allocated to a combination of Mellon Capital and Cadence, both of which will take over SSgA FM’s entire allocation.be compensated according to identical fee schedules.

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 Growth Equity 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.

C-2

HC Advisors Shares.

Pro Forma with respect to the FYE June 30, 20122013

The net assets of The Growth Equity Portfolio’s HC Advisors Shares as of June 30, 20122013 were approximately $928,000.$1.5 million.

As of March 31,June 30, 2013, the allocations for each of the Specialist Managers then serving The Growth Equity Portfolio were: 59%58% to SSgA FM, 20%16% to SGA and 21%26% to Jennison. For the fee table if Mellon CapitalCadence is approved, it has been assumed that SSgA FM’s allocation as of June 30, 2013 would be allocated to a combination of Mellon Capital and Cadence, both of which will take over SSgA FM’s entire allocation.be compensated according to identical fee schedules.

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 Growth Equity 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.

C-3

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. Each is designed to correspond with the tables relating to The Institutional Growth Equity Portfolio that appear in the prospectuses 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 Proxy Statement, the rate at which Mellon CapitalCadence will be compensated under the Proposed Mellon Capital Agreement will be higher than the fee currently beingpaid under the Interim Agreement and previously paid to SSgA FM.

The following tables compare the management fees and expenses (expressed as a percentage of average net assets) actually incurred by The Institutional Growth Equity Portfolio during The Institutional Growth Equity Portfolio’s fiscal year ended June 30, 20122013 with the advisory fees that would have been incurred during such period had the Proposed Mellon Capital Agreement been in place during such period and adjusted for the asset allocations to the various Specialist Managers as of March 31, 2013.period.

D-1

HC Strategic Shares.

Pro Forma with respect to the FYE June 30, 20122013

The net assets of The Institutional Growth Equity Portfolio’s HC Strategic Shares as of June 30, 20122013 were approximately $1.1 billion.

As of March 31,June 30, 2013, the allocations for each of the Specialist Managers then serving The Institutional Growth Equity Portfolio were: 59%61% to SSgA FM, 13%19% to Jennison, 18%13% to PIMCO and 10%7% to SGA. For the fee table if Mellon CapitalCadence is approved, it has been assumed that SSgA FM’s allocation as of June 30, 2013 would be allocated to a combination of Mellon Capital and Cadence, both of which will take over SSgA FM’s entire allocation.be compensated according to identical fee schedules.

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 Institutional Growth Equity 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.

D-2

HC Advisors Shares.

Pro Forma with respect to the FYE June 30, 20122013

The net assets of The Institutional Growth Equity Portfolio’s HC Advisors Shares as of June 30, 20122013 were approximately $1.8 million.

As of March 31,June 30, 2013, the allocations for each of the Specialist Managers then serving The Institutional Growth Equity Portfolio were: 59%61% to SSgA FM, 13%19% to Jennison, 18%13% to PIMCO and 10%7% to SGA. For the fee table if Mellon CapitalCadence is approved, it has been assumed that SSgA FM’s allocation as of June 30, 2013 would be allocated to a combination of Mellon Capital and Cadence, both of which will take over SSgA FM’s entire allocation.be compensated according to identical fee schedules.

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 Institutional Growth Equity 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.

D-3

APPENDIX E

Pro Forma Fee and Expense Table: The Small 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 Equity Portfolio. Each is designed to correspond with the tables relating to The Small Capitalization Equity Portfolio that appear in the prospectuses 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 Proxy Statement, the rate at which Mellon CapitalCadence will be compensated under the Proposed Mellon Capital Agreement will be higher than the fee currently beingpaid under the Interim Agreement and previously paid to SSgA FM and the rate at which Ariel will be compensated is dependent upon the amount of assets allocated to Ariel, but is expected to be lower than that which is paid to three of the Current Managers for The Small Capitalization Equity Portfolio and higher than the fee paid to two of the Current Managers.FM.

The following tables compare the management fees and expenses (expressed as a percentage of average net assets) actually incurred by The Small Capitalization Equity Portfolio during The Small Capitalization Equity Portfolio’s fiscal year ended June 30, 20122013 with the advisory fees that would have been incurred during such period in each of the following three scenarios: (a)had the Proposed Mellon Capital Agreement and the Proposed Ariel Agreement had both been in place during such period; (b) only the Proposed Mellon Capital Agreement had been in place during such period and (c) only the Proposed Ariel Agreement had been in place during such period. The tables are also adjusted for the asset allocations to the various Specialist Managers as of March 31, 2013.

E-1

HC Strategic Shares.

Pro Forma with respect to the FYE June 30, 20122013

The net assets of The Small Capitalization Equity Portfolio’s HC Strategic Shares as of June 30, 20122013 were approximately $125$113 million.

As of March 31,June 30, 2013, the allocations for each of the Specialist Managers then serving The Small Capitalization Equity Portfolio were: 39%44% to SSgA FM, 23%22% to Frontier, 20%18% to Pzena, 18%16% to IronBridge and 0% to Cupps. For the fee tablestable if Ariel is approved, the projected allocations are: 35% to SSgA FM, 21% to Frontier, 18% to Pzena, 16% to IronBridge, 10% to Ariel and 0% to Cupps. For the fee tables if Mellon CapitalCadence is approved, it has been assumed that SSgA FM’s allocation as of June 30, 2013 would be allocated to a combination of Mellon Capital and Cadence, both of which will take over SSgA FM’s entire allocation.be compensated according to identical fee schedules.

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 Small Capitalization Equity 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.

E-2

HC Advisors Shares.

Pro Forma with respect to the FYE June 30, 20122013

The net assets of The Small Capitalization Equity Portfolio’s HC Advisors Shares as of June 30, 20122013 were approximately $162,000.$191,000.

As of March 31,June 30, 2013, the allocations for each of the Specialist Managers then serving The Small Capitalization Equity Portfolio were: 39%44% to SSgA FM, 23%22% to Frontier, 20%18% to Pzena, 18%16% to IronBridge and 0% to Cupps. For the fee tablestable if Ariel is approved, the projected allocations are: 35% to SSgA FM, 21% to Frontier, 18% to Pzena, 16% to IronBridge, 10% to Ariel and 0% to Cupps. For the fee tables if Mellon CapitalCadence is approved, it has been assumed that SSgA FM’s allocation as of June 30, 2013 would be allocated to a combination of Mellon Capital and Cadence, both of which will take over SSgA FM’s entire allocation.be compensated according to identical fee schedules.

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 Small Capitalization Equity 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.

E-3

APPENDIX F

Pro Forma Fee and Expense Table: The Institutional Small 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 Equity Portfolio. Each is designed to correspond with the tables relating to The Institutional Small Capitalization Equity Portfolio that appear in the prospectuses 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 Proxy Statement, the rate at which Mellon CapitalCadence will be compensated under the Proposed Mellon Capital Agreement will be higher than the fee currently beingpaid under the Interim Agreement and previously paid to SSgA FM and the rate at which Ariel will be compensated is dependent upon the amount of assets allocated to Ariel, but is expected to be lower than that which is paid to three of the Current Managers for The Institutional Small Capitalization Equity Portfolio and higher than the fee paid to two of the Current Managers.FM.

The following tables compare the management fees and expenses (expressed as a percentage of average net assets) actually incurred by The Institutional Small Capitalization Equity Portfolio during The Institutional Small Capitalization Equity Portfolio’s fiscal year ended June 30, 20122013 with the advisory fees that would have been incurred during such period in each of the following three scenarios: (a)had the Proposed Mellon Capital Agreement and the Proposed Ariel Agreement had both been in place during such period; (b) only the Proposed Mellon Capital Agreement had been in place during such period and (c) only the Proposed Ariel Agreement had been in place during such period. The tables are also adjusted for the asset allocations to the various Specialist Managers as of March 31, 2013.

F-1

HC Strategic Shares.

Pro Forma with respect to the FYE June 30, 20122013

The net assets of The Institutional Small Capitalization Equity Portfolio’s HC Strategic Shares as of June 30, 20122013 were approximately $197$177 million.

As of March 31,June 30, 2013, the allocations for each of the Specialist Managers then serving The Institutional Small Capitalization Equity Portfolio were: 20%22% to SSgA FM, 17%23% to Frontier, 20%19% to Pzena, 19%17% to IronBridge and 24%20% to Cupps. For the fee tablestable if Ariel is approved, the projected allocations are: 18% to SSgA FM, 15% to Frontier, 18% to Pzena, 17% to IronBridge, 10% to Ariel and 22% to Cupps. For the fee tables if Mellon CapitalCadence is approved, it has been assumed that SSgA FM’s allocation as of June 30, 2013 would be allocated to a combination of Mellon Capital and Cadence, both of which will take over SSgA FM’s entire allocation.be compensated according to identical fee schedules.

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 Institutional Small Capitalization Equity 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.

F-2

HC Advisors Shares.

Pro Forma with respect to the FYE June 30, 20122013

The net assets of The Institutional Small Capitalization Equity Portfolio’s HC Advisors Shares as of June 30, 20122013 were approximately $276,000.$243,000.

As of March 31,June 30, 2013, the allocations for each of the Specialist Managers then serving The Institutional Small Capitalization Equity Portfolio were: 20%22% to SSgA FM, 17%23% to Frontier, 20%19% to Pzena, 19%17% to IronBridge and 24%20% to Cupps. For the fee tablestable if Ariel is approved, the projected allocations are: 18% to SSgA FM, 15% to Frontier, 18% to Pzena, 17% to IronBridge, 10% to Ariel and 22% to Cupps. For the fee tables if Mellon CapitalCadence is approved, it has been assumed that SSgA FM’s allocation as of June 30, 2013 would be allocated to a combination of Mellon Capital and Cadence, both of which will take over SSgA FM’s entire allocation.be compensated according to identical fee schedules.

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 Institutional Small Capitalization Equity 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.

F-3

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. Each is designed to correspond with the tables relating to The Real Estate Securities Portfolio that appear in the prospectuses 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 Proxy Statement, the rate at which Mellon CapitalCadence will be compensated under the Proposed Mellon Capital Agreement will be lower than the fee currently beingpreviously paid to SSgA FM.

The following tables compare the management fees and expenses (expressed as a percentage of average net assets) actually incurred by The Real Estate Securities Portfolio during The Real Estate Securities Portfolio’s fiscal year ended June 30, 20122013 with the advisory fees that would have been incurred during such period had Proposed Mellon Capital Agreement been in place during such period and adjusted for the asset allocations to the various Specialist Managers as of March 31, 2013.period.

G-1

HC Strategic Shares.

Pro Forma with respect to the FYE June 30, 20122013

The net assetsAs of June 30, 2013, The Real Estate Securities Portfolio’s HC Strategic Shares as of June 30, 2012 were approximately $78 million.had no assets.

As of March 31, 2013, theThe allocations for each of the Specialist Managers then serving The Real Estate Securities Portfolio used in computing the fee tables are taken from March 31, 2013, the last fiscal quarter during which The Real Estate Securities Portfolio was fully funded. Those allocations were: 100% to Wellington, 0% to SSgA FM. For the fee tablestable if Mellon CapitalCadence is approved, it has been assumed that SSgA FM’s allocation as of June 30, 2013 would be allocated to a combination of Mellon Capital and Cadence, both of which will take over SSgA FM’s entire allocation.be compensated according to identical fee schedules.

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 Real Estate Securities 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.

G-2

HC Advisors Shares.

Pro Forma with respect to the FYE June 30, 20122013

The net assetsAs of June 30, 2013, The Real Estate Securities Portfolio’s HC Advisors Shares as of June 30, 2012 were approximately $127,000.had no assets.

As of March 31, 2013, theThe allocations for each of the Specialist Managers then serving The Real Estate Securities Portfolio used in computing the fee tables are taken from March 31, 2013, that last fiscal quarter during which The Real Estate Securities Portfolio was fully funded. Those allocations were: 100% to Wellington, 0% to SSgA FM. For the fee tablestable if Mellon CapitalCadence is approved, it has been assumed that SSgA FM’s allocation as of June 30, 2013 would be allocated to a combination of Mellon Capital and Cadence, both of which will take over SSgA FM’s entire allocation.be compensated according to identical fee schedules.

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 Real Estate Securities 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.

G-3

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. Each is designed to correspond with the tables relating to The Commodity Returns Strategy Portfolio that appear in the prospectuses 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 Proxy Statement, the rate at which Mellon CapitalCadence will be compensated under the Mellon CapitalProposed Agreement will be higher than the fee currently beingpaid under the Interim Agreement and previously paid to SSgA FM.

The following tables compare the management fees and expenses (expressed as a percentage of average net assets) actually incurred by The Commodity Returns Strategy Portfolio during The Commodity Returns Strategy Portfolio’s fiscal year ended June 30, 20122013 with the advisory fees that would have been incurred during such period had Proposed Mellon Capital Agreement been in place during such period and adjusted for the asset allocations to the various Specialist Managers as of March 31, 2013.period.

H-1

HC Strategic Shares.

Pro Forma with respect to the FYE June 30, 20122013

The net assets of The Commodity Returns Strategy Portfolio’s HC Strategic Shares as of June 30, 20122013 were approximately $687$906 million.

As of March 31,June 30, 2013, the allocations for each of the Specialist Managers then serving The Commodity Returns Strategy Portfolio were: 36%32% to Wellington (Global Natural Resources Strategy), 34%31% to SSgA FM, 15%19% to Wellington (Commodities Futures Strategy) and 15%19% to PIMCO. For the fee tablestable if Mellon CapitalCadence is approved, it has been assumed that SSgA FM’s allocation as of June 30, 2013 would be allocated to a combination of Mellon Capital and Cadence, both of which will take over SSgA FM’s entire allocation.be compensated according to identical fee schedules.

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 Commodity Returns Strategy 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.

H-2

HC Advisors Shares.

Pro Forma with respect to the FYE June 30, 20122013

The net assets of The Commodity Returns Strategy Portfolio’s HC Advisors Shares as of June 30, 20122013 were approximately $902,000.$1.2 million.

As of March 31,June 30, 2013, the allocations for each of the Specialist Managers then serving The Commodity Returns Strategy Portfolio were: 36%32% to Wellington (Global Natural Resources Strategy), 34%31% to SSgA FM, 15%19% to Wellington (Commodities Futures Strategy) and 15%19% to PIMCO. For the fee tablestable if Mellon CapitalCadence is approved, it has been assumed that SSgA FM’s allocation as of June 30, 2013 would be allocated to a combination of Mellon Capital and Cadence, both of which will take over SSgA FM’s entire allocation.be compensated according to identical fee schedules.

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 Commodity Returns Strategy 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.