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

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

Check the appropriate box:

HC CAPITAL TRUST

(Name of Registrant as Specified In Its Charter)

(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 5005^th Floor

West Conshohocken, Pennsylvania 19428

The Emerging MarketsValue Equity Portfolio

June    , 2016The Growth Equity Portfolio

The Institutional U.S. Equity Portfolio

(collectively, the “Affected Portfolios”)

February 12, 2021

To the Shareholders of The Emerging Markets Portfolio:the Affected Portfolios:

A Special Meeting (the “Special Meeting”) of shareholders of The Emerging Markets Portfolio (the “Portfolio”)the Affected Portfolios of the HC Capital Trust (the “Trust”) will be held on Friday, July 29, 2016March 12, 2021 at 10:00 a.m.am (Eastern time) at the offices of the Trust. At the Special Meeting, shareholders of the PortfolioAffected Portfolios will be asked to consider and vote upon an important mattermatters relating to the portfolio management services provided to them.

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

The Board of Trustees of the Trust (the “Board”) unanimously recommends athat you vote “FOR” the approval of theeach proposal.

Whether or not you plan to attend the Special Meeting, we need your vote. Please mark, sign, and date theany 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. ZionColette Bergman

Vice President & Treasurer

HC Capital Trust

HC CAPITAL TRUST

Five Tower Bridge, 300 Barr Harbor Drive, Suite 5005^th Floor

West Conshohocken, Pennsylvania 19428

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

of

THE EMERGING MARKETSVALUE EQUITY PORTFOLIO

THE GROWTH EQUITY PORTFOLIO

THE INSTITUTIONAL U.S. EQUITY PORTFOLIO

(collectively, the “Affected Portfolios”)

of

HC CAPITAL TRUST

to be held on July 29, 2016March 12, 2021

TO THE SHAREHOLDERS:

Notice is hereby given (“Notice(the “Notice of Meeting”) that a Special Meeting (the “Special Meeting”) of the shareholders of The Emerging Markets Portfolio (the “Portfolio”)the Affected Portfolios of the HC Capital Trust (the “Trust”) will be held on Friday, July 29, 2016,March 12, 2021, at the Trust’s principal office, located at Five Tower Bridge, 300 Barr Harbor Drive, Suite 500,5^th Floor, West Conshohocken, Pennsylvania 19428, at 10:00 a.m.am (Eastern time) for the following purposes:

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

To approve aasked to consider the terms of engagement of one of the investment advisory organizations that provides portfolio management agreement betweenservices to each of the Trust and RBC Global Asset Management (UK) Limited (“RBC GAM”) relatingAffected Portfolios, as follows:

Shareholders of the PortfolioAffected 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 proposalproposals above is provided in the proxy statement attached to this Notice of Meeting.

Shareholders of record of the PortfolioAffected Portfolios at the close of business on June 21, 2016January 22, 2021 (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 theany enclosed 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 Affected Portfolios you will receive a proxy card for each Affected Portfolio. Please sign and return each proxy card.

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

BY ORDER OF THE BOARD OF TRUSTEES OF HC CAPITAL TRUST

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE

SPECIAL MEETING TO BE HELD ON March 12, 2021

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The Notice of Special Meeting of Shareholders and Proxy Statement are available on the Internet at www.hccapitalsolutions.com.

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HC CAPITAL TRUST

Five Tower Bridge, 300 Barr Harbor Drive, Suite 5005^th Floor

West Conshohocken, PA 19428

PROXY STATEMENT

This proxy statement (“Proxy Statement”) and the enclosed proxy card(s) 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 relate to The Emerging Markets Portfolio (the “Portfolio”the three series of the Trust identified in the table below (each an “Affected Portfolio” and collectively, the “Affected Portfolios”).

Proxies so solicited are intended for use at a special meeting of shareholders of the PortfolioAffected Portfolios or any adjournment(s) of that meeting (the “Special Meeting”). The Special Meeting will be held at 10:00 a.m.am (Eastern Time) on July 29, 2016Friday, March 12, 2021 at the offices of the Trust located at Five Tower Bridge, 300 Barr Harbor Drive, Suite 500,5^th Floor, 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 June 30, 2016.February 12, 2021. Only shareholders of record of one or more of the PortfolioAffected Portfolios on June 21, 2016January 22, 2021 (the “Record Date”) will be entitled to notice of, and to vote at, the Special Meeting.

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

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 proposalProposal on which such shareholder is entitled to vote. If you are a shareholder of more than one Affected Portfolio, you will receive a proxy card for each such Affected Portfolio. Shareholders must vote each proxy separately as each represents a separate Proposal for that one Affected Portfolio. Shareholders of each of the PortfolioAffected Portfolios will vote together on the Proposalrespective 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 an Affected 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 ProposalProposals

The presence of the holders of 40% of the shares of thean Affected 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.Meeting with respect to that Affected Portfolio. Approval of each of the ProposalProposals requires the approval of the holders of a “majority of the outstanding voting securities” of the relevant Affected Portfolio. Under the Investment Company Act of 1940, as amended, (the “Investment Company“1940 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 Affected Portfolio’s outstanding voting securities. Persons and groups known by management to beneficially own 5% or more of the Record Date Shares of the PortfolioAffected 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” “FOR” the approval of theeach Proposal. If a signed proxy card is returned, but no instructions are specified, shares will be voted“FOR” “FOR” approval of thea Proposal, 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.Affected Portfolios. HC Capital Solutions, a separate operating division of Hirtle Callaghan & Co. LLC (the “Adviser”), serves as the primary investment adviser to the Trust. Officers of the Adviser may assist in the solicitation without separate compensation. If the votes required to approve thea Proposal 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

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require the affirmative vote of the holders of a majority of thean Affected Portfolio’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 thethat Proposal and will vote AGAINST any such adjournment those proxies to be voted against thethat 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, 2015 and Semi-Annual Report to Shareholders, dated December 31, 20152020, 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 500,5^th Floor, West Conshohocken, PA 19428 or by calling toll free 1-800-242-9596.

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INTRODUCTION AND BACKGROUND.

Background. The Trust is a diversified, open-end management investment company. The TrustIt is designed to operate inas 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-dayDay-to-day portfolio management services and investment decisions are provided to each of the Trust’s investment portfolios (“Portfolios”(each, a “Portfolio”) by one or more independent investment advisory firmsorganizations (each, a “Specialist Manager”). The Portfolios areAdviser serves as the Trust’s primary investment adviser for each separatePortfolio, including the Affected Portfolios. In this capacity, the Adviser is responsible for selecting Specialist Managers that it believes will achieve favorable investment portfoliosresults relative to selected benchmarks, and/or monitoring the performance and adherence to stated styles of the Specialist Managers. The Adviser is also responsible for allocating portfolio assets among Specialist Managers and allocations to any Specialist Manager may vary between 0% to 100%, at the discretion of the Adviser. The Trust’s Board is responsible for oversight of the management of the business and affairs of the Trust.

Although each of the Specialist Managers is required to adhere to the investment objective, policies and restrictions of the 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 superiorfavorable investment recordsresults 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. The Adviser has the authority to allocate each Portfolio’s assets among the various Specialist Managers serving that Portfolio, allocating anywhere from 0% to 100% of a Portfolio’s assets to any Specialist Manager.

The Adviser, with the oversight of the Trust’s Board of Trustees, is responsible for continuously monitoring 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 PortfoliosPortfolio to achieve theirits overall investment objective.

The Board has approved the engagement of RBC GAMeach the proposed Specialist Managers to serve each of the affected Portfoliorespective Affected Portfolios based on the recommendations of the Adviser.

Shareholder Action

Implementation of each of the proposed new agreement with RBC GAMagreements (the “Proposed Agreement”Agreements”) requires the approval of the shareholders of the relevant Affected Portfolio. Provided shareholder approval is obtained, the Proposed AgreementAgreements will become effective as soon as is reasonably practicable following suchtheir approval by shareholders. If one or more of the Proposed AgreementAgreements 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 Portfolio andAffected Portfolios, the Proposed AgreementAgreements and a comparison of the current and proposed fee structures is set forth below under the heading “Proposal”; Proposals No. 1 through 3; an illustration of the impact that the new fee structures would have had on theeach Affected Portfolio had they been in effect during the fiscal year ended June 30, 2015,2020, appears in AppendixAppendices A through C to this Proxy Statement. Additional information concerning RBC GAMEcho Street is set forth under the heading “Additional Information.”in a Specialist Managers Guide in Appendix D to this Proxy Statement.

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PROPOSALPROPOSALS NO. 1 - 3:

Approval of new Portfolio Management Agreements between the Trust and Echo Street

on behalf of the Portfolios,each of The Value Equity Portfolio, The Growth Equity Portfolio and RBC GAMThe Institutional U.S.

Noting that theEquity Portfolio is currently heavily invested in value companies, the Adviser has recommended to the Board that the Portfolio increase diversification through the addition of a Specialist Manager that specializes in investing in emerging markets countries using a “quality growth” strategy. The Adviser has further recommended that RBC GAM be contracted to provide these specialized portfolio management services to the Portfolio by focusing on buying companies with steady cash flow generation, strong franchise values and high quality balance sheets.

At a special meeting of the Board held on June 14, 2016,January 20, 2021, the Adviser recommended that the existing Portfolio Management Agreements (the “Agreements”) between the Trust and Echo Street related to each of the Affected Portfolios be amended to allow for an increase in the fee payable to Echo Street.

The Agreements were originally approved by the Board in December 2019 and by shareholders of each Affected Portfolio in February 2020. In November 2020, Echo Street informed the Adviser that it was increasing the management fees charged to all of its funds and accounts by an average of 0.20% as of January 1, 2021. After further discussion between Echo Street and the Adviser, the Adviser determined that it was in the best interests of each of the Affected Portfolios to retain the services of Echo Street and the Adviser recommended to the Board that it approve an effective 0.10% increase to the fee payable to Echo Street by each Affected Portfolio as follows:

There will be no change in the services provided to the Affected Portfolios by Echo Street or the personnel assigned to provide those services.

At the January 20, 2021 meeting of the Board, the Board approved the proposed amendments (the “Proposed Amendments”) to the Agreements for each of the Affected Portfolios. The Proposed Amendments do not change any terms of the Proposed Agreement. Agreements other than the fee payable.

The Proposed AgreementAmendments will become effective as soon as reasonably practicable following the Special Meeting. In the event that one or more of the Proposed AgreementAmendments is not approved by thean Affected Portfolio’s shareholders, the current Specialist Managers other than Echo Street will continue to manage that Affected Portfolio and Echo Street will be informed of the Portfolio. Once implemented,shareholders’ failure to approve the Proposed Agreement will remain in effect in accordance with its terms for two years, and will continue in effect from year to year thereafter so long as it is approved annually by the Trust’s Board.Amendments. The total percentage of each of the PortfolioAffected Portfolios’ assets to be managed by RBC GAM willEcho Street is be determined by the Adviser in order to achieve the desired total portfolio diversification and reward-risk characteristics.

Additional informationInformation about the basis upon which the Board based its approval of the respective Proposed AgreementAmendments is set forth below. Information about RBC GAMEcho Street is set forth below underin the heading “Additional Information.” Information about the Portfolio and the terms and conditions of the Proposed Agreement, including the proposed fee structure, is also set forthSpecialist Managers Guide in Appendix D, below and a. A copy of the form of the Proposed AgreementAmendments to the Agreements with Echo Street appears as Exhibit 1 to this Proxy Statement. Finally, an illustration

The fees payable to Echo Street by each of the Affected Portfolios under the Proposed Amendments will be higher than those currently payable to Echo Street.To the extent that assets of a given Affected Portfolio are allocated to Echo Street to manage, the overall management fee of that Affected Portfolio will increase, although the exact level of such increase will depend on the final allocation of assets amongst the various Specialist Managers.Appendices A through C provide illustrations of the impact thaton each Affected Portfolio’s fees and expenses if the new fee structures would haveProposed Agreements had on the Portfolio had they been in effectplace during the fiscal year ended June 30, 2015, appears in Appendix A to this Proxy Statement.

The fees payable to RBC GAM under2020 based on the Proposed Agreement will be higher than any of the fees currently payable to any of the currentallocations among Specialist Managers serving the Portfolio at certain asset levels. The fees in the Proposed Agreement reflect the specific services that RBC GAM will provide to the Portfolio. Basedexisted on the anticipated initial allocation of assets to RBC GAM , it is expected that the overall advisory fees to be paid by the Portfolio willincreaseimmediately upon approval of the Proposed Agreement. The overall advisory fees may increase further in the future if the Proposed Agreement is approved, depending on the allocation of assets amongst the Portfolio’s various Specialist Managers.December 31, 2020.

For more information on the fees and expenses of Portfolio, please see the pro-forma fee and expense tables in Appendix A to this Proxy Statement.

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THE BOARD RECOMMENDS THAT:

SHAREHOLDERS OF EACH OF THE PORTFOLIOAFFECTED PORTFOLIOS

VOTE, RESPECTIVELY, “FOR” THE PROPOSALPROPOSALS NO. 1 THROUGH 3

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Factors Considered by the Board in Approving the Proposal.Proposals.

At its regulara special meeting held on June 14, 2016,January 20, 2021, the Board, including a majority of the Independentmembers of the Board of Trustees who are not “interested persons” of the Trust within the meaning of the 1940 Act (the “Independent Trustees”), considered and approved each of the Proposed AgreementAmendments subject to the approval of the shareholders of the Portfolio.respective Affected Portfolios. In connection with its deliberations, the Board requestedreviewed and receivedconsidered information about Echo Street, including information provided by Echo Street in response to a rangeset of requests for information from RBC GAMsubmitted to it by the Independent Trustees in connection with their consideration of the Proposed Amendments. The Board also reviewed and considered information about itsEcho Street’s business operations, financial position, costs and/or profitability, other accounts and related information.information, including the impact of the COVID-19 pandemic on the firm. The Independent Trustees and their independent legal counsel also conferred in executive sessions both with and without representatives of management.

In concluding that approval of each of the Proposed AgreementAmendments was in the best interests of each of the Portfoliorespective Affected Portfolios and consistent with the expectations of its shareholders, the Board gave substantial weight to the Adviser’s assessment of the structure of theeach Affected Portfolio, the role of Echo Street and each of the variousother Specialist Managers currently serving theeach Affected Portfolio, andalong with the potential benefits of engaging RBC GAMcontinuing to engage Echo Street to manage a portion of each of the Portfolio’srespective Affected Portfolios’ assets.

The Board also considered information provided to it by the Adviser and RBC GAMEcho Street with respect to the nature, extent and quality of the services expected to bebeing provided by RBC GAM , itsEcho Street, Echo Street’s performance record in managing assets for the Trust as well as investment accounts similar to the Portfolio, itsrespective Affected Portfolios, Echo Street’s commitment to maintaining a consistent investment strategy, the size and depth of theEcho Street’s organization and other factors. The Board also considered the specific termsexpected effect of the Proposed Agreement including fees payable to RBC GAM .proposed fee increases on the overall expenses of each Affected Portfolio.

The information received from the Adviser included the Adviser’s overall evaluation of RBC GAM ,Echo Street, the investment style that the Adviser expects RBC GAM to bringEcho Street brings to its assignment,assignments, the proposed fee increase in relation to the fees charged by Echo Street to its similarly-managed accounts and the fee that other advisers may charge for a similar service, the Adviser’s expectations for theeach Affected Portfolio and the types of circumstances that may lead the Adviser to recommend changes in the level of assets allocated to the strategy assigned to RBC GAM .Echo Street.

In summary, the Board concluded that the implementation of each of the Proposed AgreementAmendments and the continued access to Echo Street’s services would be in the best interests of the Trust and the shareholders of theeach respective Affected Portfolio. 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 RBC GAM’sEcho Street’s management style and past performance record. Specifically, in considering the nature, extent and quality (including performance) of the services expected to be provided by RBC GAM ,Echo Street, the Board had before itconsidered information that it received fromprovided by the Adviser and RBC GAMEcho Street with respect to RBC GAM’sthe firm’s commitment to implementing a consistent investment program, the performance achieved for the Trust and other clients (including mutual funds) in the past, and information relating to itsthe firm’s compliance programs and back office systems. The Board further 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 RBC GAMEcho Street were reasonably likely to continue to benefit theeach Affected Portfolio, 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 RBC GAMEcho Street to carry out the investment policies of theeach Affected Portfolio and to implement its investment strategies.

The Board also determined that the rate at which RBC GAMEcho Street would be compensated for its services under the applicable Proposed AgreementAmendments 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 Affected Portfolios managed by other investment advisers (the “peer group”) and with information from RBC GAMEcho Street regarding the fee structures of its similarly-managed accounts. While the Board found the information presented useful as an indication of the range of fees and services in the peer groupgroups and among Echo Street’s similarly-managed accounts, of the proposed manager, the Board did not specifically rely upon such comparisons, but based its

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findings primarily on the specific facts and circumstances of theeach Affected Portfolio and of the Trust as a whole and the fact that the rate at which RBC GAMEcho Street is to be compensated was determined as a result of arms-length negotiations conducted by the officers of the Trust and the Adviser. The Board was aware of the fact that implementing the proposed engagementProposed Amendments could result in an increase in the overall advisory fees paid by each of the PortfolioAffected Portfolios at certain asset levels, but balanced such possible increases against the advantage to theeach Affected Portfolio expected to be achieved by virtue of access to RBC GAM’sthe investment strategy. strategies employed by Echo Street. The Board also recognized that the overall levels of advisory fees and expenses experienced by theeach Affected Portfolio depend upon the manner in which the assets of thesuch Affected Portfolio are allocated among the various Specialist Managers by the Adviser.

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In concluding that the continued engagement of RBC GAMEcho Street would be appropriate and, further, that approval of each of the Proposed AgreementAmendments was in the best interests of shareholders of theeach respective Affected Portfolio, the Board considered it of importance that, like all of the portfolios of the Trust, the Portfolio isAffected Portfolios are designed primarily to serve as a vehiclevehicles 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 PortfolioAffected Portfolios are generally available only to such clients. The Board also had before it information to the effect that RBC GAM would beEcho Street is responsible only for the day-to-day investment decisions for that portion of the assets of theeach Affected Portfolio allocated to it. Moreover, the Board was informed that RBC GAM wouldEcho Street does not participate in the administration of any of the PortfolioAffected Portfolios or the distribution of itstheir shares and would receivereceives limited, if any, benefit from its association with the PortfolioAffected Portfolios or the Trust other than investment advisory fees received. The Board reviewed the portfolio management services expected to be provided by RBC GAM,Echo Street, referencing the expected investment style,styles employed, the experience of the personnel expected to be assigned to theeach Affected Portfolio and the past performance of the organizationEcho Street including, as applicable, peer group comparisons and comparisons with the RBC GAM’seach of Echo Street’s other similarly-managed accounts. The Board also considered the Trust’s past experience with Echo Street, which has managed assets of the Trust since early 2020. The Board considered that Echo Street is not affiliated with the Adviser and that the rate to be paid under the Proposed Amendments represents arm’s-length negotiation between the Adviser and Echo Street. For these reasons, the Board determined that the profitability to Echo Street from its relationship with the Affected Portfolios was not a material factor in its deliberations with respect to consideration of the approval of each Proposed Amendment. The Board further considered that the arm’s-length negotiations between the Adviser and Echo Street resulted in scheduled breakpoints designed to recognize economies of scale where appropriate.

Information About the Proposed Agreement.Agreements.

The Proposed AgreementEach of the Agreements requires the named service provider to: (i) provide a continuous investment program for that portion of the respective Affected 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 Company1940 Act. The ProposedEach Agreement also provides: 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 Company1940 Act. Under the terms of the Proposed Agreement, the Portfolio will pay RBC GAM an annual fee calculated based on the average daily net asset value of the assets allocated to it as follows: 0.80% on the first $100 million of Combined Assets; 0.65% on the next $150 million and 0.60% thereafter. “Combined Assets” means the sum of: the average daily net assets managed by RBC GAM in the Portfolio aggregated with the net assets invested in the same strategy as the Portfolio that are managed by RBC GAM for the benefit of certain other investors who are clients of the Adviser.

For more information on the fees and expenses of the Portfolio,Affected Portfolios, see the pro-forma fee and expense tables inAppendixAppendices A through C.

With respect to duration and termination, the Proposedeach Agreement provides that it shall continue in effect for a period of two years from the date on which it becomesbecame effective. The ProposedEach Agreement will remain in effect thereafter from year to year for so long as its continuance is specifically approved, at least annually, by: (i) a majority of the Board or the vote of the holders of a majority of the respective Affected 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 theeach Proposal is approved, the Proposed AgreementAmendments will become effective as soon as reasonably practicable following the Special Meeting. In the event that thea Proposed AgreementAmendment is not approved by thean Affected Portfolio’s shareholders, Echo Street will be informed of the currentshareholders’ failure to approve the Proposed Amendment and the other Specialist Managers will continue to manage thethat Affected Portfolio.

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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 the applicable Affected Portfolio.

VOTES REQUIRED FOR APPROVAL OF MATTERS AT THE SPECIAL MEETING.

The presence of the holders of 40% of the shares of thean Affected 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 thethat Affected Portfolio. Approval of theeach Proposal requires the approval of the holders of a “majority of the outstanding voting securities” of thethat Affected Portfolio. Under the Investment Company1940 Act, this term 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 Affected 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 the applicable Affected 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 the AdviserHC Capital Solutions. Under the terms of two separate discretionary investment advisory agreements (the “HC Agreements”) with the Trust, (“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. This authority allows the Adviser to allocate from 0% to 100% of a Portfolio’s assets to any Specialist Manager under contract to that Portfolio.time. In addition, the HC Agreements provide that the Adviser will make its officers available to serve as officers and/or Trustees of the Trust, and maintain office space sufficient for the Trust’s principal office. For its services under the HC Agreements, the Adviser is entitled to receive an annual fee of 0.05% of each investment portfolio’sAffected Portfolio’s average net assets. For the fiscal year ended June 30, 2015,2020, the Adviser received advisory fees from each of the Portfolio in the amount of $933,000.Affected Portfolios as follows:

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 500,5^th floor, West Conshohocken, PA 19428. Robert J. Zion, a principalGeoffrey A. Trzepacz, Chief Operating Officer of the Adviser, serves on the Trust’s Board and alsoHirtle, Callaghan & Co., LLC, 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 8, 2016.

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Information about RBC GAM .

RBC Global Asset Management (UK) Limited is a wholly owned subsidiary of Royal Bank of Canada (“RBC”). RBC GAM has been registered with the SEC as an investment advisor since September, 2013,10, 2020 and has been a portfolio manager of publicly-offered funds since 1998. RBC GAM maintains its offices at Riverbank House, 2 Swan Lane, London, UK, EC4R 3AF. As of March 31, 2016, RBC GAM managed approximately $13 billion in assets.

For its services with respect to the portion of The Emerging Markets Portfolio allocated to RBC GAM from time to time (the “Account”), RBC GAM receives a fee calculated at an annual rate of 0.80%were last approved by shareholders of the first $100 million of Combined Assets; 0.65% ofAffected Portfolios on the next $150 million of Combined Assets; and 0.60% of Combined Assets in excess of $250 million. Combined Assets refers to the aggregate of all assets of the Portfolio managed by RBC and any assets of other clients of the Adviser managed by RBC GAM using the same strategy. During the fiscal year ended June 30, 2015, RBC GAM was not allocated assets of The Commodity Returns Strategy Portfolio.

Day-to-day investment decisions for the Portfolio will be the responsibility of:following dates:

Philippe Langham, ACA

Senior Portfolio Manager, Head, RBC Emerging Markets Equity

Philippe is Head of the Emerging Markets Equity team in London and lead manager for the Emerging Markets Equity and Emerging Markets Small Cap Equity Strategies. Philippe joined RBC GAM in 2009 to establish and lead the Emerging Markets Equity team in London. He has worked in the investment industry since 1992 and prior to joining RBC GAM, Philippe was the Head of Global Emerging Markets at Société Générale Asset Management in London. Previously, Philippe managed the Global Emerging Markets, Asian, Latin American and US portfolios at the Kuwait Investment Office in London, and was Director and Head of Asia and Emerging Markets at Credit Suisse in Zurich. Philippe obtained a BSc in Economics from the University of Manchester in England, and is a Chartered Accountant

Laurence Bensafi, CFA

Senior Portfolio Manager, Deputy Head, RBC Emerging Markets Equity

Laurence is Deputy Head of Emerging Markets Equity in London and lead portfolio manager for the Emerging Markets Value Equity strategy. Prior to joining RBC GAM in 2013, Laurence was the Head of Aviva Investors’ Emerging Markets team, where she was responsible for managing Global Emerging Markets income funds, and for developing quantitative stock selection and analysis models. Laurence began her investment career as a Quantitative Analyst at Société Générale Asset Management, supporting European and Global Equity portfolio management by developing quantitative models to assist in the portfolio construction and security selection process.

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In 1997, Laurence obtained a Magistère d’Économiste Statisticien & D.E.S.S. Statistique et Économétrie from Toulouse University in France. Laurence is a CFA charterholder.

Guido Giammattei

Head of Research, Portfolio Manager, RBC Emerging Markets Equity

Guido is a Portfolio Manager and Head of Research for the Emerging Markets Equity team in London. Prior to joining RBC GAM in 2010, Guido was an Emerging Markets Portfolio Manager at Rexiter Capital Management. Previously, he worked as an Emerging Markets Equities Analyst at the same firm. Guido began his career in the investment industry in 1998 as an Equity and Derivatives Trader at BSI in Italy. He then joined HSBC Asset Management as a Securities Analyst, and progressed on to become a Junior Portfolio Manager. In 1998, Guido obtained a BSc from Università Cattolica Del Sacro Cuore and in 2005 he obtained an MBA from Carroll Graduate School of Management, Boston College.

Veronique Erb

Portfolio Manager, RBC Emerging Markets Equity

Veronique is a Portfolio Manager in the Emerging Markets Equity team in London. Veronique began her investment career in 2000 and joined RBC Global Asset Management (RBC GAM) in 2015. Prior to joining RBC GAM, Veronique was at CLSA Asia Pacific Markets where she was responsible for Asian ex-Japan equities covering geopolitical, macroeconomic and fundamental analysis of the region for 15 years. Veronique grew up in Hong Kong, and obtained a BSc from the University of Surrey in 1998 in Economics and German, and an MSc in Finance from Cass Business School, London.

Zeena Dahdaleh, CFA

Portfolio Manager, RBC Emerging Markets Equity

Zeena is a Portfolio Manager in the Emerging Markets Equity team in London. Zeena began her investment career in 2007 and joined RBC GAM in 2009. Zeena has been with the Emerging Markets team since inception. Prior to joining RBC GAM, Zeena worked as an investment banking analyst for Lehman Brothers, which subsequently became Nomura. During her time as an analyst Zeena’s coverage included a number of emerging markets regions.

In 2007, Zeena obtained a BSc (Econ) from the London School of Economics. Zeena is a CFA charterholder.

Richard Farrell, CFA

Portfolio Manager, RBC Emerging Markets Equities

Richard is a Portfolio Manager in the Emerging Markets Equity team in London. Richard joined RBC GAM as an Equity Analyst in 2013. Prior to joining the firm, Richard worked at Aviva Investors providing fundamental equity analysis in the energy and materials sectors within Global Emerging Markets. Richard began his career in the investment industry in 2006 as an Analyst in HSBC’s Corporate Finance Department. In 2005, Richard obtained a BSc in Business and Finance from Kings College in London. In 2009 he obtained an MSc in Investment Management from Cass Business School in London. Richard is a CFA charterholder.

Mustafa Boulhabel

Associate Portfolio Manager, RBC Emerging Markets Equity

Mustafa is an Associate Portfolio Manager in the Emerging Markets Equity team in London. Mustafa first joined RBC GAM as an Investment Analyst in 2013, and recently rejoined the firm after taking time off for family reasons. Mustafa began his career in the investment industry in 2007 at Sinopia Asset Management as a Quantitative Analyst developing stock selection and allocation tools on equity markets as well as corporate bonds. In 2011, Mustafa moved to Aviva Global Investors, U.K., where he developed stock selection strategies for Emerging Market portfolios and created quantitative models as an Investment Analyst. In 2004, Mustafa obtained a DEUG, in 2005 he obtained his BA (Econ) and in 2007 he obtained his MiQE/F from University of Paris X.

Christoffer Enemaerke

Associate Portfolio Manager, RBC Emerging Markets Equity

Christoffer is an Associate Portfolio Manager in the Emerging Markets Equity team in London. Christoffer joined RBC GAM in 2013 and began his career in the investment industry in 2012. Prior to joining RBC GAM, Christoffer was a research associate at Nordea Investment Management in Copenhagen. He was responsible for the bottom-up fundamental analysis of companies in the Asia ex-Japan region, in particular within the consumer sector. In 2010, Christoffer obtained a BSc in Business Administration and Economics and in 2012 he obtained an MSc in Finance and Accounting from Copenhagen Business School. Christoffer has passed all three levels of the CFA.

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Information about the Other Specialist Managers.

The nameValue Equity Portfolio

The Value Equity Portfolio is currently managed by four Specialist Managers: Echo Street, Frontier Capital Management Company, LLC (“Frontier”), Mellon Investments Corporation (“Mellon”), and Parametric Portfolio Associates, LLC (“Parametric”).

Frontier’s principal occupationoffices are located at 99 Summer Street, Boston, MA 02110. Mellon’s principal offices are located at BNY Mellon Center, One Boston Place, Boston, MA 02108. Parametric’s principal offices are located at 800 Fifth Ave, Suite 2800 Seattle, WA 98104.

Each of the principal executive officers and each director of RBC GAM arethese Specialist Managers is compensated according to its own fee schedule, including in some cases a single Specialist Manager earning different fees for different strategies, as follows:

RBC GAM acts as an investment advisor with respect to each of the funds listed in the chart below. Each such fund has an investment objective and strategies similar to that of the Portfolio.

Information about the Other Specialist Managers.

The Emerging Markets Portfolio is currently managed by five (5) Specialist Managers: The Boston Company Asset Management LLC (“TBCAM”); City of London Investment Management Company Limited (“CLIM”); Parametric Portfolio Associates, LLC (“Parametric”); Mellon Capital Management Corporation (“Mellon Capital”) and Cadence Capital Management, LLC (“Cadence”). TBCAM’s principal offices are located at One Boston Place, Boston, MA 02108. CLIM’s principal offices are located at 77 Gracechurch Street, London, EC3V 0AS, United Kingdom. Parametric’s principal offices are located at 1918 Eighth Ave, Seattle, WA 98101. Mellon Capital’s principal offices are located at 50 Fremont Street, Suite 3900, San Francisco, CA 94105. Cadence’s principal offices are located at 265 Franklin Street, Boston, MA 02110.

The fees to which each of these Specialist Managers are entitled are as follows:Trust Portfolios.

During the fiscal year ended June 30, 2020, Mellon did not have any assets of The Value Equity Portfolio allocated to it.

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The Growth Equity Portfolio

The Growth Equity Portfolio is currently managed by four Specialist Managers: Echo Street, Jennison Associates LLC (“Jennison”), Mellon and Parametric.

Jennison’s principal offices are located at 466 Lexington Avenue, New York, NY 10017.

Each of these Specialist Managers is compensated according to its own fee schedule, including in some cases a single Specialist Manager earning different fees for different strategies, as follows:

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The Institutional U.S. Equity Portfolio

The Institutional U.S. Equity Portfolio is currently managed by seven Specialist Managers: Echo Street, Frontier, Jennison, Mellon, Parametric, Pacific Investment Management Company LLC (“PIMCO”) and Wellington Management Company LLP (“Wellington Management”).

PIMCO’s principal offices are located at 650 Newport Center Drive, Newport Beach, CA 92660. Wellington Management’s principal offices are located at 280 Congress Street, Boston, MA 02210.

Each of these Specialist Managers is compensated according to its own fee schedule, including in some cases a single Specialist Manager earning different fees for different strategies, as follows:

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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 an Administrative Services Contractseparate agreements between Citi and the Trust. Citi is located at 3435 Stelzer Road,4400 Easton Commons, Suite 200, Columbus, Ohio 43219.

Transfer Agency. FIS Investor Services LLC serves as the Trust’s Transfer Agent pursuant to an agreement approved by the Board on March 10, 2015. The offices of the Transfer Agent are located at 3435 Stelzer Road, Columbus, OhioOH 43219.

Distribution Services.    Unified Financial Securities, Inc.Ultimus Fund Distributors, LLC (“Unified”Ultimus”) serves asprovides certain services to the Trust’s principal underwriterTrust pursuant to an agreement most recently approved by the Board on MarchDecember 10, 20092019, in connection with the issuance and amended on March 1, 2011 and December 15, 2015. Unified is a wholly-owned subsidiarysale of Ultimus Fund Solutions, LLC.shares of the Portfolios of the Trust. 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 UnifiedUltimus are limited. Unifiedlimited and are not primarily intended to result in the sale of Trust shares. Ultimus will receive an annual fee of $50,000 for performing the services listed under its agreement. The principal offices of the principal underwriterUltimus, a wholly-owned subsidiary of Ultimus Fund Solutions LLC, are located at 2960 North Meridien St., Suite 300, Indianapolis, IN, 46208. None of Unified’s duties under its agreement are primarily intended to result in the sale of Trust shares.225 Pictoria Drive, suite 450, Cincinnati, OH 45246.

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 any of the PortfolioAffected 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 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 theeach Affected Portfolio.

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 Company1940 Act or other applicable law. The Investment Company1940 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:   June 30, 2016February 12, 2021

BY ORDER OF THE BOARD OF TRUSTEES OF HC CAPITAL TRUST

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APPENDIX A

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

The tables and examples shown below are designed to assist investors in understanding the various costs and expenses of an investment in shares of The Emerging Markets Portfolio.Value Equity Portfolio (the “Portfolio”). Each is designed to correspond with the tables relating to The Emerging Marketsthe 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 fee rate at which RBC GAM willEcho Street would be compensated under the Proposed AgreementAmendment will be higher than the fee schedule under which it is currently compensated. As of December 31, 2020, there were no assets of The Value Equity Portfolio allocated to Echo Street to manage. Accordingly, it is expected that the overall advisory fees currently paid to anypayable by the Portfolio will not change immediately upon implementation of the existingProposed Amendment. The extent of any future increase will depend on the manner in which the Adviser allocates portions of the Portfolio’s assets among the various Specialist Managers under contract with respect to The Emerging Markets Portfolio at certain asset levels.Managers.

The following tables compare the management fees and expenses (expressed as a percentage of average net assets) actually incurred by The Emerging Marketsthe Portfolio during The Emerging Marketsthe Portfolio’s fiscal year ended June 30, 20152020, with the advisorymanagement fees and expenses that would have been incurred during such periodperiods had Echo Street managed assets for the Portfolio in accordance with the Proposed Agreement been in place during such period.Amendment. These tables assume anfees and expenses are based on the actual allocation of 10%assets among the various Specialist Managers as of The Emerging Markets Portfolio’s assets to RBC GAM , which is the Adviser’s current projection of the most likely eventual allocation. Actual future allocations will be dependent on the Adviser’s assessment of then-prevailing market conditions.December 31, 2020.

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HC Strategic Shares.Shares

Pro Forma with respect to the FYE June 30, 2015Fees and Expenses

The net assets of The Emerging Marketsthe Portfolio’s HC Strategic Shares as of June 30, 20152020 were approximately $1.9 billion.$538 million.

As of June 30, 2015,December 31, 2020, the allocations for each of the Specialist Managers then serving The Emerging Marketsthe Portfolio were: 48%0% to TBCAM, 48%Echo Street; 0% to Mellon Capital, 4%Frontier; 0% to ParametricMellon’s Index Strategies; 0% to Mellon’s Factor Strategies; 0% to Mellon’s U.S. Multi-Factor Strategy; 0% to Parametric’s Liquidity Strategy; 0% to Parametric’s Options Overlay Strategy; 1% to Parametric’s Targeted Strategy; 99% to Parametric’s Tax-Managed Custom Strategy; and 0% to Cadence. For the fee table if RBC GAM is approved, the figures shown assume an eventual allocation of: 43% to TBCAM, 43% to MellonHC Capital 4% to Parametric, 10% to RBC GAM and 0% to Cadence.Solutions.

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

Examples.     The following example illustrates the expenses on a $10,000 investment, under the fees and expenses shown in the table above, assuming (1) 5% annual return and (2) redemption at the end of each time period. The example assumes that all dividends and distributions are reinvested and that The Emerging Marketsthe 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.

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HC Advisors Shares.Shares

Pro Forma with respect to the FYE June 30, 2015Fees and Expenses

The net assets of The Emerging Markets Portfolio’s HC Advisors Shares had no assets as of June 30, 2015 were approximately $3 million.2020.

As of June 30, 2015,December 31, 2020, the allocations for each of the Specialist Managers then serving The Emerging Marketsthe Portfolio were: 48%0% to TBCAM, 48%Echo Street; 0% to Mellon Capital, 4%Frontier; 0% to ParametricMellon’s Index Strategies; 0% to Mellon’s Factor Strategies; 0% to Mellon’s U.S. Multi-Factor Strategy; 0% to Parametric’s Liquidity Strategy; 0% to Parametric’s Options Overlay Strategy; 1% to Parametric’s Targeted Strategy; 99% to Parametric’s Tax-Managed Custom Strategy; and 0% to Cadence. For the fee table if RBC GAM is approved, the figures shown assume an eventual allocation of: 43% to TBCAM, 43% to MellonHC Capital 4% to Parametric, 10% to RBC GAM and 0% to Cadence.Solutions.

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

Examples. The following example illustrates the expenses on a $10,000 investment, under the fees and expenses shown in the table above, assuming (1) 5% annual return and (2) redemption at the end of each time period. The example assumes that all dividends and distributions are reinvested and that The Emerging Marketsthe 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.

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APPENDIX B

Pro Forma Fee and Expense Table: The Growth Equity Portfolio

The tables and examples shown below are designed to assist investors in understanding the various costs and expenses of an investment in shares of The Growth Equity Portfolio (the “Portfolio”). Each is designed to correspond with the tables relating to the Portfolio that appear in the 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 fee rate at which Echo Street would be compensated under the Proposed Amendment will be higher the fee schedule under which it is currently compensated. As of December 31, 2020, there were no assets of The Growth Equity Portfolio allocated to Echo Street to manage. Accordingly, it is expected that the overall advisory fees payable by the Portfolio will not change immediately upon implementation of the Proposed Amendment. The extent of any future increase will depend on the manner in which the Adviser allocates portions of the Portfolio’s assets among the various Specialist Managers.

The following tables compare the management fees and expenses (expressed as a percentage of average net assets) actually incurred by the Portfolio during the Portfolio’s fiscal year ended June 30, 2020, with the management fees and expenses that would have been incurred during such periods had Echo Street managed assets for the Portfolio in accordance with the Proposed Amendment. These fees and expenses are based on the actual allocation of assets among the various Specialist Managers as of December 31, 2020.

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HC Strategic Shares

Fees and Expenses

The net assets of the Portfolio’s HC Strategic Shares as of June 30, 2020 were approximately $737 million.

As of December 31, 2020, the allocations for each of the Specialist Managers then serving the Portfolio were: 0% to Echo Street; 23% to Jennison; 0% to Mellon’s Index Strategies; 0% to Mellon’s Factor Strategies; 0% to Mellon’s U.S. Multi-Factor Strategy; 3% to Parametric’s Liquidity Strategy; 0% to Parametric’s Options Overlay Strategy; 1% to Parametric’s Targeted Strategy; 73% to Parametric’s Tax-Managed Custom Strategy; and 0% to HC Capital Solutions.

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

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

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HC Advisors Shares

Fees and Expenses

The Portfolio’s HC Advisors Shares had no assets as of June 30, 2020.

As of December 31, 2020, the allocations for each of the Specialist Managers then serving the Portfolio were: 0% to Echo Street; 23% to Jennison; 0% to Mellon’s Index Strategies; 0% to Mellon’s Factor Strategies; 0% to Mellon’s U.S. Multi-Factor Strategy; 3% to Parametric’s Liquidity Strategy; 0% to Parametric’s Options Overlay Strategy; 1% to Parametric’s Targeted Strategy; 73% to Parametric’s Tax-Managed Custom Strategy; and 0% to HC Capital Solutions.

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

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

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APPENDIX C

Pro Forma Fee and Expense Table: The Institutional U.S. 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 U.S. Equity Portfolio (the “Portfolio”). Each is designed to correspond with the tables relating to the 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 fee rate at which Echo Street would be compensated under the Proposed Amendment will be higher the fee schedule under which it is currently compensated. Based on the allocation of assets of The Institutional U.S. Equity Portfolio as of December 31, 2020, the overall advisory fees payable by the Portfolio will increase. The extent of such increase going forward, however, will depend on the manner in which the Adviser allocates portions of the Portfolio’s assets among the various Specialist Managers.

The following tables compare the management fees and expenses (expressed as a percentage of average net assets) actually incurred by the Portfolio during the Portfolio’s fiscal year ended June 30, 2020, with the management fees and expenses that would have been incurred during such periods had Echo Street managed assets for the Portfolio in accordance with the Proposed Amendment. These fees and expenses are based on the actual allocation of assets among the various Specialist Managers as of December 31, 2020.

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HC Strategic Shares

Fees and Expenses

The net assets of the Portfolio’s HC Strategic Shares as of June 30, 2020 were approximately $2.7 billion.

As of December 31, 2020, the allocations for each of the Specialist Managers then serving the Portfolio were: 11% to Echo Street; 0% to Frontier; 7% to Jennison; 55% to Mellon’s Index Strategies; 12% to Mellon’s Factor Strategies; 0% to Mellon’s U.S. Multi-Factor Strategy; 0% to PIMCO’s RAFI U.S. Multi-Factor Strategy; 0% to PIMCO’s Enhanced Index Strategy; 11% to Parametric’s Liquidity Strategy; 0% to Parametric’s Options Overlay Strategy; 1% to Parametric’s Targeted Strategy; 2% to Wellington Management; and 1% to HC Capital Solutions.

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

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

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HC Advisors Shares

Fees and Expenses

The Portfolio’s HC Advisors Shares had no assets as of June 30, 2020.

As of December 31, 2020, the allocations for each of the Specialist Managers then serving the Portfolio were: 11% to Echo Street; 0% to Frontier; 7% to Jennison; 55% to Mellon’s Index Strategies; 12% to Mellon’s Factor Strategies; 0% to Mellon’s U.S. Multi-Factor Strategy; 0% to PIMCO’s RAFI U.S. Multi-Factor Strategy; 0% to PIMCO’s Enhanced Index Strategy; 11% to Parametric’s Liquidity Strategy; 0% to Parametric’s Options Overlay Strategy; 1% to Parametric’s Targeted Strategy; 2% to Wellington Management; and 1% to HC Capital Solutions.

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

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

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APPENDIX D

Specialist Managers Guide

Information about Echo Street

Echo Street was established in 2002 and is a registered investment adviser. Echo Street had, as of December 31, 2020 approximately $10.3 billion in assets under management, of which approximately $298 million represented assets of mutual funds. The address of Echo Street’s principal headquarters is 12 E. 49th Street, 44th Floor, New York, NY 10017. Echo Street is 100% owned by its founder, Mr. Greg Poole.

Echo Street currently serves as a Specialist Manager to each of the Affected Portfolios. With respect to such Affected Portfolios, for the fiscal year ended June 30, 2020, Echo Street received advisory fees from each Affected Portfolio in the amounts set forth opposite their respective names below

Greg Poole is responsible for making the day-to-day investment decisions for that portion of the Portfolios’ assets assigned to Echo Street. Mr. Poole founded Echo Street in 2002 and serves as the Firm’s Managing Partner and the Portfolio Manager of the Echo Street funds. He is responsible for all aspects of the Firm’s investment process and risk management. Mr. Poole was the sole portfolio manager of the Goldman Sachs Waterside Opportunity Fund, a real estate focused long/short equity fund, for one year prior to launching Echo Street. Prior to that, he was the co-portfolio manager of the GS Real Estate Securities Fund, a mutual fund, from 2000-2001. Mr. Poole began his career at Goldman Sachs in the Real Estate Principal Investment area in 1996. Mr. Poole graduated first in his class from the University of Western Ontario.

The name and principal occupation of the principal executive officer and each director of Echo Street is as follows:

Echo Street does not act as an investment advisor with respect to any other registered fund that has an investment objective and strategies similar to that of the Portfolio.

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EXHIBIT A1

PORTFOLIO MANAGEMENT AGREEMENT

For The Emerging Markets Portfolio

AGREEMENT made this      day of     , 2016, between RBC Global Asset Management (U.K.) Ltd., a corporation organized under the laws of England and Wales, and regulated by the Financial Conduct Authority (FCA), and the Securities Exchange Commission (SEC) (“Portfolio Manager”), and HC Capital Trust a Delaware statutory trust (“Trust”).[                ] Portfolio

WHEREAS,Amendment No. 1 to the Portfolio Management Agreement

Amendment, made as of [                ], 2021, to the Portfolio Management Agreement dated February 11, 2020 (the “Agreement”) between the HC Capital Trust, is registered as an open-end, diversified, management investment company registered under the Investment Company Act of 1940 as amendedan open-end, series, management investment company, and Echo Street Capital Management LLC, a limited liability company organized under the laws of the State of Delaware (“Investment Company Act”Portfolio Manager”) that offers several. All capitalized terms used in this Amendment and not defined herein shall have the same meaning ascribed to them in the Agreement. Except as specifically set forth herein, all other provisions of the Agreement shall remain in full force and effect.

WHEREAS, Portfolio Manager provides day-to-day portfolio management services to a portion of the HC Capital Trust [                ] Portfolio (“Portfolio”), a separate series of shares of beneficial interests (“shares”) representing interests in separate investment portfolios;the Trust, pursuant to the Agreement; and

WHEREAS, the Trust desires to retainand the Portfolio Manager have agreed to provideamend the Agreement in a continuous program of investment management tomanner that portion ofwill modify the assets of The Emerging Markets Portfolio of the Trust (“Portfolio”) that may, from time to time be allocated to it by, or under the supervision of, the Trust’s Board of Trustees, and Portfolio Manager is willing, in accordance with the terms and conditions hereof, to provide such services to the Trust;

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

1.Appointment of Portfolio Manager. The Trust hereby retains Portfolio Manager to provide the investment services set forth herein and Portfolio Manager agrees to accept such appointment. The Portfolio Manager will treat the Trust as a professional client under the FCA Rules and accord the Trust the relevant protections associated with this classification. In carrying out its responsibilities under this Agreement, the Portfolio Manager shall at all times act in accordance with the investment objectives, policies and restrictions applicable to the Portfolio as set forth in the then current Registration Statement of the Trust, applicable provisions of the Investment Company Act and the rules and regulations promulgated under the Investment Company Act and other applicable federal securities laws. To enable the Portfolio Manager to comply with its obligations the Trust will provide the Portfolio Manager with the current Registration Statement in force from time to time.

2.Duties of Portfolio Manager. (a) Portfolio Manager shall provide a continuous program of investment management for that portion of the assets of the Portfolio (“Account”) that may, from time to time be allocated to it by, or under the supervision of, the Trust’s Board of Trustees, as indicated in writing by an authorized officer of the Trust. It is understood that the Account may consist of all, a portion of, or none of the assets of the Portfolio, and that the Board of Trustees and/or HC Capital Solutions (a division of Hirtle Callaghan & Co., LLC), the Trust’s investment adviser (the “Adviser”), has the right to allocate and reallocate such assets to the Account at any time, and from time to time, upon such noticefees payable to the Portfolio Manager, as may be reasonably necessary, in the view of the Trust, to ensure orderly management of the Account or the Portfolio. The Portfolio Manager’s responsibility for providing portfolio management services to the Portfolio shall be limited to the Account.

(b) Subject to the general supervision of the Trust’s Board of Trustees and the Adviser, Portfolio Manager shall have sole investment discretion with respect to the Account, including investment research, selection of the securities to be purchased and sold and the portion of the Account, if any, that shall be held uninvested, and the selection of brokers and dealers through which securities transactions in the Account shall be executed. In particular the Trust consents for the Portfolio Manager to trade on behalf of the Portfolio outside of a Regulated Market or Multilateral Trading Facility. The Portfolio Manager shall not consult with any other portfolio manager of the Portfolio concerning transactions for the Portfolio in securities or other assetsmore fully set forth herein, and the Trust has determined that such amendment is in the interests of the shareholders of the Portfolio;

NOW, THEREFORE, it is hereby confirmsagreed that Section 4 of the PortfolioAgreement will inform the Portfolio Manager of any liens, charges or other encumbrances, other than those grantedbe replaced in its entirety by the Trust

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to the custodian bank or administrator in the ordinary course of business Specifically, and without limiting the generality of the foregoing, Portfolio Manager agrees that it will:

(i) advise the Portfolio’s designated custodian bank and administrator or accounting agent on each business day of each purchase and sale, as the case may be, made on behalf of the Account, specifying the name and quantity of the security purchased or sold, the unit and aggregate purchase or sale price, commission paid, the market on which the transaction was effected, the trade date, the settlement date, the identity of the effecting broker or dealer and/or such other information, and in such manner, as may from time to time be reasonably requested by the Trust;

(ii) maintain all applicable books and records with respect to the securities transactions of the Account. Specifically, Portfolio Manager agrees to maintain with respect to the Account those records required to be maintained under Rule 31a-1(b)(1), (b)(5) and (b)(6) under the Investment Company Act with respect to transactions in the Account including, without limitation, records that reflect securities purchased or sold in the Account, showing for each such transaction, the name and quantity of securities, the unit and aggregate purchase or sale price, commission paid, the market on which the transaction was effected, the trade date, the settlement date, and the identity of the effecting broker or dealer. Portfolio Manager will preserve such records in the manner and for the periods prescribed by Rule 31a-2 under the Investment Company Act. Portfolio Manager acknowledges and agrees that all records it maintains for the Trust are the property of the Trust, and Portfolio Manager will surrender promptly to the Trust any such records upon the Trust’s request. The Trust agrees, however, that Portfolio Manager may retain copies of those records that are required to be maintained by Portfolio Manager under federal or state regulations to which it may be subject or are reasonably necessary for purposes of conducting its business;

(iii) provide, in a timely manner, such information as may be reasonably requested by the Trust or its designated agents in connection with, among other things, the daily computation of the Portfolio’s net asset value and net income, preparation of proxy statements or amendments to the Trust’s registration statement and monitoring investments made in the Account so that the Trust can ensure compliance with the various limitations on investments applicable to the Portfolio and so the Trust’s investment adviser can ensure that the Portfolio will continue to qualify for the special tax treatment accorded to regulated investment companies under Subchapter M of the Internal Revenue Code of 1986, as amended (“Code”); and

(iv) render regular reports to the Trust concerning the performance of Portfolio Manager of its responsibilities under this Agreement. In particular, Portfolio Manager agrees that it will, at the reasonable request of the Board of Trustees or Adviser, attend meetings of the Board of Trustees or its validly constituted committees and will, in addition, make its officers and employees available to meet with the officers and employees of the Trust at least quarterly and at other times upon reasonable notice, to review the investments and investment program of the Account.

3.Portfolio Transaction and Brokerage. In placing orders for portfolio securities with brokers and dealers, Portfolio Manager shall seek to execute securities transactions on behalf of the Account in such a manner that the total cost or proceeds in each transaction is the most favorable under the circumstances. Portfolio Manager may, however, in its discretion, direct orders or a portion of commission relating to such transactions to brokers that provide to Portfolio Manager research, analysis, advice and similar services, and Portfolio Manager may cause the Account to pay a broker a higher commission than may be charged by other brokers for similar transactions, provided that Portfolio Manager determines in good faith that such commission is reasonable in terms either of the particular transaction or of the overall responsibility of the Portfolio Manager to the Account and any other accounts with respect to which Portfolio Manager exercises investment discretion, and provided further that such practice is subject to review by the Trust’s Board of Trustees. Portfolio Manager shall not execute any portfolio transactions for the Trust with a broker or dealer, that has been notified to the Portfolio Manager in accordance with Section 11, which is an “affiliated person” of the Trust or Portfolio Manager, including any other investment advisory organization that may, from time to time act as a portfolio manager for the Portfolio or any of the Trust’s other Portfolios, except as permitted under the Investment Company Act and rules promulgated thereunder.following:

4.Expenses and Compensation. (a) Except for expenses specifically assumed or agreed to be paid by the Portfolio Manager under this Agreement, the Portfolio Manager shall not be liable for any expenses of the Portfolio or the Trust, including, without limitation: (i) interestbrokerage and taxes; (ii) brokeragecustodial fees, commissions and handling charges, transfer fees, registration costs and other costs in connection withexpenses and fees reasonably related to the purchase, sale, preservation or transmittal of Account assets in accordance with this Agreement, including any portion of such commissions attributable to research and sale of securities or other investment instrumentsbrokerage services; (ii) taxes payable in relation to all transactions, assets, income and profits with respect to the Portfolio;Account; and (iii) custodian feesany similar costs and investment-related expenses arising out of transactions effected on behalf of the Account. Notwithstanding the foregoing, Portfolio Manager shall bear its own operating and overhead expenses attributable to the provision of its investment management services, as well as all travel and related expenses.

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(b)  Subject to the foregoing, the actual fee that the Portfolio Manager shall be entitled to receive from the Portfolio shall be calculated daily and payable quarterly,monthly in arrears, at the annual rate of 0.80%0.85% on the first $50 million of Combined Assets; 0.70% on the firstnext $50 million of Combined Assets; 0.60% on the next $100 million of Combined Assets; 0.65% of the next $150 million of Combined Assets; and 0.60% of0.55% on Combined Assets in excess of $200 million.

(c) Fees for partial periods shall be prorated for the portion of the period for which services were rendered. For purposes of this Agreement:

(i)Agreement “Combined Assets” shall mean the sum of (i) the net assets of (i) the Account;Account and (ii) the net assets of each other investment advisory account for which Hirtle Callaghan & Co. serves as investment adviser and for which Portfolio Manager provides portfolio management services (“Other Hirtle Accounts”) using the same strategies as employed for the Account.

(ii) “Average Quarterly Net Assets” shall mean the average of the average daily net asset values of the Account and/or the average of the net asset values of the Other Hirtle Accounts, as the case may be, as of the last business day of each of the three months in the calendar quarter. It is understood that the average daily net asset value of the Account shall be calculated in accordance with the policies of the Trust as set forth in the Trust’s prospectus as it may be amended from time to time and that the net asset value of the Other Accounts shall be calculated by the applicable custodian or valuation agent and that income accruals and receivables shall be included in making such calculation.

(iii) The fee payable to the Portfolio Manager by the Portfolio shall be paid and billed in arrears based on the Average Quarterly Net Assets of the Combined Assets during the preceding calendar quarter. The fee payable shall be calculated by applying the annual rate, as set forth in the fee schedule above, to the Average Quarterly Net Assets of the Combined Assets, multiplying by 365, dividing by the number of calendar days in the preceding calendar quarter; and multiplying by a factor that is equal to the proportion that the Quarterly Average Net Assets of the Account bears to the Combined Assets.

(iv) For a calendar quarter in which this Agreement becomes effective or terminates, the portion of the Portfolio Manager’s fee due hereunder with respect to the Account shall be prorated on the basis of the number of days that the Agreement is in effect during the calendar quarter.

5.Limitation of Liability and Indemnification. (a) Portfolio Manager shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Portfolio or the Trust in connection with the matters to which this Agreement relates including, without limitation, losses that may be sustained in connection with the purchase, holding, redemption or sale of any security or other investment by the Portfolio, except a loss to the Account resulting from willful misfeasance, bad faith or gross negligence on the part of Portfolio Manager in the performance of its duties or from reckless disregard by it of its duties under this Agreement.

(b) Notwithstanding the foregoing, Portfolio Manager expressly agrees that the Trust may rely upon: (i) the information set forth in the Portfolio Manager’s current Form ADV; and (ii) information provided, in writing, by Portfolio Manager to the Trust in accordance with Section 9 of this Agreement or otherwise to the extent such information was provided by Portfolio Manager for the purpose of inclusion in SEC Filings, as hereinafter defined, provided that a copy of each SEC Filing is provided to Portfolio Manager: (i) at least 10 business days prior to the date on which it will become effective, in the case of a registration statement; (ii) at least 10 business days prior to the date upon which it is filed with the SEC in the case of any Trust shareholder report or proxy statement; or (iii) at least 10 business days prior to first use, in the case of any other SEC Filing. For purposes of this Section 5, “SEC Filings” means the Trust’s registration statement and amendments thereto and any periodic reports relating to the Trust and its Portfolios that are required by law to be furnished to shareholders of the Trust and/or filed with the SEC.

(c) Portfolio Manager agrees to indemnify and hold harmless the Trust and each of its Trustees, officers, employees and control persons from any claims, liabilities and reasonable expenses, including reasonable attorneys’ fees (collectively, “Losses”), to the extent that such Losses arise out of any untrue statement of a material fact contained

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in an SEC Filing or the omission to state therein a material fact necessary to make the statements therein, in light of the circumstances under which they are made, not materially misleading, if such statement or omission was made in reliance upon the Portfolio Manager’s then current Form ADV or written information furnished by the Portfolio Manager for the purpose of inclusion in such SEC Filings or other appropriate SEC Filings, provided that a copy of each SEC Filing was provided to Portfolio Manager: (i) at least 10 business days prior to the date on which it will become effective, in the case of a registration statement; (ii) at least 10 business days prior to the date upon which it is filed with the SEC in the case of any Trust shareholder report or proxy statement; or (iii) at least 10 business days prior to first use, in the case of any other SEC Filing.

(d) In the event that a legal proceeding is commenced against the Trust on the basis of claims for which the Portfolio Manager would, if such claims were to prevail, be required to indemnify the Trust pursuant to Section 5(c) above, Portfolio Manager will, at its expense, provide such assistance as the Trust may reasonably request in preparing the defense of the such claims (including by way of example making Portfolio Manager’s personnel available for interview by counsel for the Trust, but specifically not including retention or payment of counsel to defend such claims on behalf of the Trust); provided that the Portfolio Manager will not be required to pay any Losses of the Trust except to the extent it may be required to do so under Section 5(c) above.

(e) The indemnification obligations set forth in Section 5 (c) shall not apply unless: (i) the statement or omission in question accurately reflects information provided to the Trust in writing by the Portfolio Manager; (ii) the statement or omission in question was made in an SEC Filing in reliance upon written information provided to the Trust by the Portfolio Manager specifically for use in such SEC Filing; (iii) the Portfolio Manager was afforded the opportunity to review the statement in connection with the 10 business day review requirement set forth in Section 5(b) above; and (iv) upon receipt by the Trust of any notice of the commencement of any action or the assertion of any claim to which the indemnification obligations set forth in Section 5(c) may apply, the Trust notifies the Portfolio Manager, within 30 days and in writing, of such receipt and provides to Portfolio Manager the opportunity to participate in the defense and/or settlement of any such action or claim. Further, Portfolio Manager will not be required to indemnify any person under this Section 5 to the extent that Portfolio Manager relied upon statements or information furnished to the Portfolio Manager, in writing, by any officer, employee or Trustee of the Trust, or by the Trust’s custodian, administrator or accounting agent or any other agent of the Trust, in preparing written information provided to the Trust and upon which the Trust relied in preparing the SEC Filing(s) in question.

(f) The Portfolio Manager shall not be liable for: (i) any acts of any other portfolio manager to the Portfolio or the Trust with respect to the portion of the assets of the Portfolio or the Trust not managed by the Portfolio Manager; (ii) any acts of the Adviser, the custodian bank, administrator or accounting agent of the Trust and (iii) acts of the Portfolio Manager which result from acts of the Trust, including, but not limited to, a failure of the Trust to provide accurate and current information with respect to the investment objectives, policies, or restrictions applicable to the Portfolio, actions of the Board of Trustees, or any records maintained by Trust or any other portfolio manager to the Portfolio. The Trust agrees that, to the extent the Portfolio Manager complies with the investment objectives, policies, and restrictions applicable to the Portfolio as provided to the Portfolio Manager by the Trust, and with laws, rules, and regulations applicable to the Portfolio in the management of the assets of the Portfolio specifically committed to management by the Portfolio Manager, without regard to any other assets or investments of the Portfolio, Portfolio Manager will be conclusively presumed for all purposes to have met its obligations under this Agreement to act in accordance with the investment objectives, polices, and restrictions applicable to the Portfolio and with laws, rules, and regulations applicable to the Portfolio, it being the intention that for this purpose the assets committed to management by the Portfolio Manager shall be considered a separate and discrete investment portfolio from any other assets of the Portfolio. Without limiting the generalityTrust managed by Portfolio Manager. For avoidance of the foregoing, the Portfolio Managerdoubt, Trust assets will have no obligation to inquire into, or to take into account, any other investments of the Portfolio in making investment decisions under this Agreement. In no event shall the Portfolio Manager or any officer, director, employee, or agent of the Portfolio Manager have any liability arising from the conduct of the Trust and any other portfolio manager with respect to the portion of the Portfolio’s assets not allocated to the Portfolio Manager.

6.Permissible Interest. Subject to andbe valued in accordance with the Trust’s Declaration of Trust and Bylaws and corresponding governing documents of Portfolio Manager, Trustees, officers, agents and shareholders of the Trust may have an interest in the Portfolio Manager as officers, directors, agents and/or shareholders or otherwise. Portfolio Manager may have similar interests in the Trust. The effect of any such interrelationships shall be governed by said governing documents and the provisions of the Investment Company Act.

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7.Duration, Termination and Amendments. This Agreement shall become effective as of the date first written above and shall continue in effect thereafterProcedures for two years. This Agreement shall continue in effect from year to year thereafterDetermining Net Asset Value for so long as its continuance is specifically approved, at least annually, by: (i) a majority of the Board of Trustees or the vote of the holders of a majority of the Portfolio’s outstanding voting securities; and (ii) the affirmative vote, cast in person at a meeting called for the purpose of voting on such continuance, of a majority of those members of the Board of Trustees (“Independent Trustees”) who are not “interested persons” of the Trust or any investment adviser to the Trust.

This Agreement may be terminated by the Trust or by Portfolio Manager at any time and without penalty upon sixty days written notice to the other party, which notice may be waived by the party entitled to it. This Agreement may not be amended except by an instrument in writing and signed by the party to be bound thereby provided that if the Investment Company Act requires that such amendment be approved by the vote of the Board of Trustees, the Independent Trustees and/or the holders of the Trust’s or the Portfolio’s outstanding shareholders, such approval must be obtained before any such amendment may become effective. This Agreement shall terminate upon its assignment. For purposes of this Agreement, the terms “majority of the outstanding voting securities,” “assignment” and “interested person” shall have the meanings set forth in the Investment Company Act.

8.Confidentiality; Use of Name. Portfolio Manager and the Trust acknowledge and agree that during the term of this Agreement the parties may have access to certain information that is proprietary to the Trust or Portfolio Manager, respectively (or to their affiliates and/or service providers). The parties agree that their respective officers and employees shall treat all such proprietary information as confidential and will not use or disclose information contained in, or derived from such material for any purpose other than in connection with the carrying out of their responsibilities under this Agreement and the management of the Trust’s assets, provided, however, that this shall not apply in the case of: (i) information that is publicly available; and (ii) disclosures required by law or requested by any regulatory authority that may have jurisdiction over Portfolio Manager or the Trust, as the case may be, in which case such party shall request such confidential treatment of such information as may be reasonably available. In addition, each party shall use its reasonable efforts to ensure that its agents or affiliates who may gain access to such proprietary information shall be made aware of the proprietary nature and shall likewise treat such materials as confidential.

It is acknowledged and agreed that the names “Hirtle Callaghan,” “Hirtle Callaghan Chief Investment Officers” (which is a registered trademark of Hirtle Callaghan & Co., LLC (“HCC”)), “HC Capital” and any derivative of any of them, as well as any logo that is now or shall later become associated with such names (“Marks”) are valuable property of HCC and that the use of the Marks, or any one of them, by the Trust or its agents is subject to the license granted to the Trust by HCC. Portfolio Manager agrees that, other than for the purpose of complying with regulatory requirements, it will not use any Mark without the prior written consent of the Trust. Portfolio Manager consents to use of its name, performance data, biographical data and other pertinent data, and the RBC Marks (as defined below), by the Trust for use in regulatory filings and required disclosure documents shall not be used by the Trust without the prior written consent of Portfolio Manager, which consent shall not be unreasonably withheld. The Trust shall have full responsibility for the compliance by any such marketing and sales literature with all applicable laws, rules, and regulations, and Portfolio Manager will have no responsibility or liability therefor.

It is acknowledged and agreed that the names “RBC Global Asset Management (U.K.) Ltd. and RBC Global Asset Management” and any portion or derivative thereof, as well as any logo that is now or shall later become associated with the names (“RBC Marks”), are valuable property of Royal Bank of Canada and that the use of the RBC Marks by the Trust or its agents is permitted only so long as this Agreement is in place.

The provisions of this Section 8 shall survive termination of this Agreement.

9.Representation, Warranties and Agreements of Portfolio Manager. Portfolio Manager represents and warrants that:

(a) It is registered as an investment adviser under the Investment Advisers Act of 1940, as amended (“Investment Advisers Act”), it will maintain such registration in full force and effect and will promptly report to the Trust the commencement of any proceeding that could render the Portfolio Manager ineligible to serve as an investment adviser to a registered investment company under Section 9 of the Investment Company Act.

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(b) Portfolio Manager understands that the Trust is subject to various regulations under the Investment Company Act which require that the Board of Trustees review and approve various procedures adopted by portfolio managers and may also require disclosure regarding the Board of Trustees’ consideration of these matters in various documents required to be filed with the SEC. Portfolio Manager represents that it will, upon reasonable request of the Trust, provide to the Trust information regarding all such matters including, but not limited to, codes of ethics required by Rule 17j-1 under the Investment Company Act and compliance procedures required by Rule 206(4)-7 under the Investment Advisers Act, as well as certifications that, as contemplated under Rule 38a-1 under the Investment Company Act, Portfolio Manager has implemented a compliance program that is reasonably designed to prevent violations of the federal securities laws by the Portfolio Manager with respect to those services provided pursuant to this Agreement. Portfolio Manager acknowledges that the Trust may, in response to regulations or recommendations issued by the SEC or other regulatory agencies, from time to time, request additional information regarding the personal securities trading of its directors, partners, officers and employees and the policies of Portfolio Manager with regard to such trading. Portfolio Manager agrees that it will make reasonable efforts to respond to the Trust’s reasonable requests in this area, to the extent it is permitted to do so under applicable laws. Notwithstanding the above any trading histories of directors, officers and employees of the Portfolio Manager will where required only be supplied directly to the SEC or other applicable regulatory agency.

(c) Upon request of the Trust, Portfolio Manager shall promptly supply the Trust with any information concerning Portfolio Manager and its stockholders, employees and affiliates that the Trust may reasonably require in connection with the preparation of its registration statements, proxy materials, reports and other documents required, under applicable state or Federal laws, to be filed with state or Federal agencies and/or provided to shareholders of the Trust.

10.Status of Portfolio Manager. The Trust and Portfolio Manager acknowledge and agree that the relationship between Portfolio Manager and the Trust is that of an independent contractor and under no circumstances shall any employee of Portfolio Manager be deemed an employee of the Trust or any other organization that the Trust may, from time to time, engage to provide services to the Trust, its Portfolios or its shareholders. The parties also acknowledge and agree that nothing in this Agreement shall be construed to restrict the right of Portfolio Manager or its affiliates to perform investment management or other services to any person or entity, including without limitation, other investment companies and persons who may retain Portfolio Manager to provide investment management services and the performance of such services shall not be deemed to violate or give rise to any duty or obligations to the Trust.

11.Counterparts and Notice. This AgreementAmendment may be executed in one or moreany number of counterparts by the parties hereto (including facsimile transmission), each of which counterparts when so executed shall be deemed to beconstitute an original. Any notice required to be given under this Agreementoriginal, but the counterparts when together shall be deemed given when received, in writing addressed and delivered, by e-mail with a hard copy in writing to follow, by certified mail, by hand or via overnight delivery service as follows:

If toconstitute the Trust:

Colette Bergman, Vice President

HC Capital Trust

Five Tower Bridge, 300 Barr Harbor Drive, Suite 300

West Conshohocken, PA 19428

If to Portfolio Manager:

RBC Global Asset Management (U.K.) Ltd

c/o Chief Operating Officer: Matthew Graham

Riverbank House

2 Swan Lane

London, UK, EC4R 3AFsame instrument.

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12.Miscellaneous. The captions in this Agreement are included for convenience of reference only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and shall be governed by the law of the State of Delaware provided that nothing herein shall be construed as inconsistent with the Investment Company Act or the Investment Advisers Act.

The Trust acknowledges receipt of Part II of Portfolio Manager’s Form ADV, copies of which have been provided to the Trust’s Board of Trustees.

Portfolio Manager is hereby expressly put on notice of the limitations of shareholder and Trustee liability set forth in the Declaration of Trust of the Trust and agrees that obligations assumed by the Trust pursuant to this Agreement shall be limited in all cases to the assets of the Portfolio. Portfolio Manager further agrees that it will not seek satisfaction of any such obligations from the shareholders or any individual shareholder of the Trust, or from the Board of Trustees of the Trust or any individual Trustee of the Trust.

The Trust expressly consents to the delegation of the client servicing obligations under section 2(iv) of this Agreement by the Portfolio Manager to its affiliate RBC Global Asset Management (U.S.) Inc (“GAM US”) and consents to the Portfolio Manager sharing information with GAM US to assist in performing its delegated obligations. The Portfolio Manager may also delegate certain back office or operational functions relating to this Agreement to its affiliates from time to time. Such delegations will not alter or abrogate the Portfolio Manager’s obligations to the Trust under this Agreement. Other than as expressly permitted above the Portfolio Manager is not permitted to delegate or sub-contract any of its obligations under this contract to third parties without the prior written consent of the Trust.

IN WITNESS WHEREOF,, the parties hereto have caused this AgreementAmendment to be executed and delivered by their officers thereuntorespective duly authorized representatives as of the day and yeardate first written above.above written.

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PROXY TABULATOR SCAN TO P.O. BOX 9112 VIEW MATERIALS & VOTE FARMINGDALE, NY 11735 EVERY SHAREHOLDER’S VOTE IS IMPORTANT PLEASE SIGN, DATE AND PROMPTLY RETURN YOUR PROXY CARD IN THE ENCLOSED ENVELOPE TODAY To vote by Internet 1) Read the Proxy Statement and have the proxy card below at hand. 2) Go to website www.proxyvote.com or scan the QR Barcode above 3) Follow the instructions provided on the website. To vote by Telephone 1) Read the Proxy Statement and have the proxy card below at hand. 2) Call 1-800-690-6903 3) Follow the instructions. To vote by Mail 1) Read the Proxy Statement. 2) Check the appropriate box on the proxy card below. 3) Sign and date the proxy card. 4) Return the proxy card in the envelope provided. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: D28467-S14228 KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY The Board of Trustees unanimously recommends you vote FOR the approval of the proposal: For Against Abstain 1. Approval of an amendment to Portfolio Management Agreement between the Trust, on behalf of The Value Equity Portfolio, and Echo Street Capital Management, LLC. Shareholders of the Portfolio will also transact such further business as may properly come before the Special Meeting or any adjournment thereof. This proxy is solicited on behalf of the Board of Trustees, and when properly executed, will be voted as indicated or “FOR” the proposal if no choice is indicated. PLEASE SIGN, DATE, AND RETURN IN THE ADDRESSED ENVELOPE - NO POSTAGE REQUIRED. PLEASE MAIL PROMPTLY TO SAVE THE TRUST FURTHER SOLICITATION EXPENSE. THE RECEIPT OF THE NOTICE OF MEETING AND PROXY STATEMENT IS ACKNOWLEDGED BY EXECUTION OF THIS PROXY. Your signature(s) on this Proxy should be exactly as your name(s) appear(s) on this Proxy. If the shares are held jointly, each holder should sign this Proxy. Attorneys-in-fact, executors, administrators, trustees or guardians should indicate the full title and capacity in which they are signing. Signature [PLEASE SIGN WITHIN BOX] Date Signature [Joint Owners] Date

Important Notice Regarding the Availability of Proxy Materials for the Special Meeting:

The Notice of Special Meeting of Shareholders and Proxy Statement is available at www.proxyvote.com D28468-S14228 SPECIAL MEETING OF SHAREHOLDERS OF THE VALUE EQUITY PORTFOLIO (the “Affected Portfolios”) OF HC CAPITAL TRUST March 12, 2021 The undersigned appoints Mark Hausmann and Colette Bergman, and each of them, attorneys and proxies, with full power of substitution in each, to vote and act on behalf of the undersigned at the Special Meeting of Shareholders of the HC Capital Trust (the “Trust”) representing interests in the Trust’s Portfolio, named above, at the offices of HC Capital Trust, Five Tower Bridge, 300 Barr Harbor Drive, 5th Floor, West Conshohocken, PA 19428, on Friday, March 12, 2021 at 10:00 a.m. and at all adjournments, according to the number of shares of beneficial interest which the undersigned could vote if present, upon such subjects as may properly come before the meeting, all as set forth in the notice of the meeting and the proxy statement furnished therewith. Unless otherwise marked on the reverse side, this proxy is given with authority to vote FOR the proposal noted on the reverse side. The undersigned further confers upon such attorneys and proxies discretionary authority to vote for and in the name of the undersigned and with all of the powers the undersigned would possess if personally present, all the Portfolio shares of the undersigned in the Trust at said meeting. The undersigned acknowledges receipt with this Proxy of a copy of the Notice of Special Meeting of Shareholders and the Proxy Statement by execution of this Proxy.PLEASE SIGN AND DATE ON THE REVERSE SIDE.

www.proxyvote.com

PROXY TABULATOR SCAN TO P.O. BOX 9112 VIEW MATERIALS & VOTE FARMINGDALE, NY 11735 EVERY SHAREHOLDER’S VOTE IS IMPORTANT PLEASE SIGN, DATE AND PROMPTLY RETURN YOUR PROXY CARD IN THE ENCLOSED ENVELOPE TODAY To vote by Internet 1) Read the Proxy Statement and have the proxy card below at hand. 2) Go to website www.proxyvote.com or scan the QR Barcode above 3) Follow the instructions provided on the website. To vote by Telephone 1) Read the Proxy Statement and have the proxy card below at hand. 2) Call 1-800-690-6903 3) Follow the instructions. To vote by Mail 1) Read the Proxy Statement. 2) Check the appropriate box on the proxy card below. 3) Sign and date the proxy card. 4) Return the proxy card in the envelope provided. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: D28469-S14228 KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY The Board of Trustees unanimously recommends you vote FOR the approval of the proposal: For Against Abstain 2. Approval of an amendment to the Portfolio Management Agreement between the Trust, on behalf of The Growth Equity Portfolio, and Echo Street Capital Management, LLC. Shareholders of the Portfolio will also transact such further business as may properly come before the Special Meeting or any adjournment thereof. PLEASE SIGN, DATE, AND RETURN IN THE ADDRESSED ENVELOPE - NO POSTAGE REQUIRED. PLEASE MAIL PROMPTLY TO SAVE THE TRUST FURTHER SOLICITATION EXPENSE. THE RECEIPT OF THE NOTICE OF MEETING AND PROXY STATEMENT IS ACKNOWLEDGED BY EXECUTION OF THIS PROXY. Your signature(s) on this Proxy should be exactly as your name(s) appear(s) on this Proxy. If the shares are held jointly, each holder should sign this Proxy. Attorneys-in-fact, executors, administrators, trustees or guardians should indicate the full title and capacity in which they are signing. Signature [PLEASE SIGN WITHIN BOX] Date Signature [Joint Owners] Date

E11543-S46495