PORTFOLIO MANAGEMENT AGREEMENT
For The Commodity Returns Strategy Portfolio
AGREEMENT made this 23rd day of September,2011, between SSgA Funds
Management, Inc.,
a corporationorganized under the laws of Massachusetts ("Portfolio
Manager"), and The HC Capital Trust, a Delaware statutory trust
("Trust").
WHEREAS, the Trust is registered as an open-end, diversified,
management investment company under theInvestment Company Act of 1940,
as amended ("Investment Company Act") which offers several series of
shares of beneficial interests ("shares") representing interests
in separate investment portfolios; and
WHEREAS, the Trust desires to retain the Portfolio Manager to provide a
continuous program of investment management to that portion of theassets
of The Commodity Returns Strategy 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, andPortfolio Manager is willing,
in accordance with the terms and conditions hereof, to provide such
services to theTrust;
NOW THEREFORE, in consideration of the promises and covenants set forth
herein and intending to be legallybound hereby, it is agreed between the
parties asfollows:
1. Appointment of Portfolio Manager. The Trust hereby retains Portfolio
Manager to provide the investment services set forth herein and
Portfolio
Manager agrees to accept such appointment. In carrying out its
responsibilities under this Agreement, the Portfolio Manager shall at
all times act in accordance with the investment objectives, policies
and
restrictions applicable to the Portfolio as
set forth in the then current Registration Statement of the Trust
delivered by the Trust to the Portfolio Manager, applicable provisions
of the Investment
Company Actand the rules and regulations promulgated under the
Investment
Company Act and other applicable federal securities laws.
2. Duties of Portfolio Manager. (a) Portfolio Manager shall provide a
continuous program of investment management for that portion of the
assets
of the Portfolio (" Account") that may, from time to time be allocated to
it by, 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 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ & Co., LLC ("▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇"), the Trust's investment adviser, has the right to allocate and
reallocate such assets to the Account at any time, and from time to
time, upon
such notice to the Portfolio Manager as may be reasonably necessary,
in the
view of the Trust, to ensure orderly management of the Account or the
Portfolio.
The Portfolio Manager's responsibility for providingportfolio 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
direction of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, 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,
including affiliated brokers and dealers of Portfolio Manager
,through which
securities transactions in the Account shall be executed.The
Portfolio Manager
shall not consultwith any other portfolio manager ofthe Portfolio
concerning
transactions for the Portfolio in securities or otherassets.
Specifically, and
without limiting the generality of the foregoing, Portfolio Manager
agrees that
it will:
(i) advise the Portfolio's designated custodian bank and
administratoror
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
quantityof
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
dealerand/or
such other information, and in such manner, as may from time to time be
reasonablyrequested 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
31 a-I (b)( 1), (b)( 5) and (b)( 6) under the Investment Company Act
with
respect to transactions in the Account including, without limitation,
records
which reflect securities purchased or sold in the Account,showing for
each such
transaction, the name and quantity of securities, the unit and aggregate
purchase or sale price,commission paid, the market on which the
transaction was
effected, the trade date, the settlement date, and theidentity of
the effecting
broker ordealer. 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 itsdesignated agents in connection with,
among other
things, the Trust's daily computation of the Portfolio's net
asset value
and net income, preparation of proxy statements or amendments
to the
Trust's registration statement. In the performance of its
duties and
obligations under this Agreement, the Portfolio Manager will
use its best
efforts to assist ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ in ensuring continued
qualification for
the special tax treatment accorded to regulated investment
companies under
Subchapter M of the Internal Revenue Code of 1986, as amended
("Code").
Notwithstanding the foregoing, each of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, the
Trust and
the Portfolio Manager expressly acknowledge and agree that
Portfolio Manager
has no responsibility for monitoring for, or ensuring
compliancewith,
Section 851(b)(2) of theCode; and
(iv) render regular reports to the Trust concerning the
performance of
Portfolio Manager of itsresponsibilities under this Agreement.
In
particular, Portfolio Manager agrees that it will, at the
reasonable
requestof the Board of Trustees, attend meetings of the Board
or its
validly constituted committees and will, in addition,make its
officers
and employees available to meet with the officers
and employees of the Trust at least quarterly and at other
times upon
reasonable notice, to review the investments and investment
program of
the Account.
3. Portfolio Transaction and Brokerage. In placing orders for
portfolio
securities with brokers and dealers,Portfolio Manager shall
use its best
efforts to execute secuities transactions on behalf of the
Account in such
a manner that the total cost or proceeds in each transaction
is the most
favorable under the circumstances. Portfolio Manager may,
however, in its
discretion, direct orders to brokers that provide to Portfolio
Manager
research,analysis, advice and similar services, and Portfolio
Manager may
cause the Account to pay to those brokers a higher commission
than may be
charged by other brokers for similar transactions, provided
that Portfolio
Manager determines in good faith that such commission is
reasonable in terms
either of the particular transaction or of theoverall
responsibility of the
Portfolio Manager to theAccount and any other accounts
with respect to which
Portfolio Manager exercises investment discretion, and
provided further that
the extent and continuation of any suchpractice is subject
to review by the
Trust's Board of Trustees.On occasions when the Portfolio
Manager deems the
purchase or sale of a security to be in the best interest
of theFund as well
as other clients of the Portfolio Manager, the Portfolio
Manager, to the
extent
permitted by applicablelaws and regulations, may, but shall
be under no
obligation to, aggregatethe securities to be purchased or
sold toattempt to
obtain a more favorable price or lower brokerage commissions and efficient
execution. Portfolio Manager shall not execute any portfolio transactions for
the Trust with a broker or dealer which is an"affiliated person" of the Trust
or Portfolio Manager, including any other investment advisory organization
that may,from time to time act as a portfolio manager for the Portfolio or any
of the Trust's other Portfolios, except as permitted under the Investment
Company
Act and rules promulgated thereunder. The Trust shall provide a list of such
affiliated brokers and dealers to Portfolio Manager and will promptly advise
Portfolio Manager of any changesin such list.
4. Expenses and Compensation. Except for expenses specifically assumed or
agreed to be paid by thePortfolio Manager under this Agreement, the Portfolio
Manager shall not be liable for any expenses of the Portfolioor the Trust,
including, without limitation: (i) interest and taxes; (ii) brokerage
commissions and othercosts inconnection with the purchase and sale
of securities or otherinvestment instruments with respect to the Portfolio;
and
(iii) custodian fees and expenses. For its services under this Agreement,
Portfolio Manager shall be entitled toreceive a fee at the annual rate of 0.06%
of the average daily net assets of the Account. The fee shall be payablemonthly
in arrears.
5. Limitation of Liability and Indemnification. (a) Neither the
Portfolio
Manager nor any person that is an"affiliated person" of the Portfolio
Manager
or any of its affiliated companies (collectively, "Associated Persons")
shall be
liable for any error of judgment or mistake of law or for any loss
suffered by
the Portfolio or the Trust inconnection 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 othe
r investment
by the Trust on behalf of the Portfolio, except a loss resulting from
willful
misfeasance, bad faith or gross negligence onthe part of Portfolio
Manager
in the
performance of its duties or from reckless disregard by it of its duties
under
thisAgreement. In no event shall the Portfolio Manager or its Associated
Persons
have
any liability arising from the conduct of any other portfolio manager
with respect
to the portion of the Portfolio's assets not allocated to the Portfolio
Manger.
The parties agree that any stated limitations on liability shall not
relieve the
Portfolio Manager from any responsibility or liability under state of
federal
statutes.
(b) Notwithstanding the foregoing, Portfolio Manager expressly agrees
that the Trust may rely upon:
(i) the Portfolio Manager's current Form ADV; and (ii) information
provided, in
writing, by Portfolio Manager to the Trustin 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 the Trust's registration
statement and
amendments thereto andcertain periodic reports relating to the Trust
and its
Portfolios that are required to be furnished to shareholders of the
Trust and/
or filed with the Securities and Exchange Commission ("SEC Filings"),
as
hereinafter defined provided that a copy of each SEC Filing is provide
d to
Portfolio Manager: (i) at least 10 business days prior to thedate on
which it
will become effective, in the case of a registration statement; (ii)
at least
10 business days prior tothe date upon which it is filed with the SEC
in the
case of the Trust's semi-annual-report on Form N-SAR or anyshareholder
report
or proxy statement; or (iii) at least 10 business days prior to first
use, in
the case of any other SECFiling. For purposes of this Section 5, "SEC
Filings"
means the Trust's registration statement and amendmentsthereto and any
periodic
reports relating to the Trust and its Portfolios that are required by
law to be
furnished toshareholders of the Trust and/or filed with the Securities
and
Exchange Commission.(c) Portfolio Manager agrees to indemnify and hold
harmless
the Trust and each of its Trustees, officers, employeesand control
persons from
any claims, liabilities and reasonable expenses, including reasonable
attorneys'
fees(collectively, "Losses"), to the extent that such Losses arise out
of any
untrue statement of a material fact contained in an SEC Filing or the
omission
to state therein a material fact necessary to make the statements
therein, in
light ofthe circumstances under which they are made, not materially
misleading,
if such statement or omission was made inreliance upon the Portfolio
Manager's
current Form ADV or written information furnished by the Portfolio
Managerfor
the purpose of inclusion in such SEC Filings or other appropriate SEC
Filings;
provided that a copy of each SECFiling was provided to Portfolio Manager:
(i)
at
least 10 business days prior to the date on which it will becomeeffective,
in
the
case of a registration statement; (ii) at least 10 business days prior
to the
date
upon which it is filed with the SEC in the case of the Trust's semi annual
report
on Form N-SAR or any shareholder report or proxystatement; or (iii) at
least 10
business days prior to first use, in the case of any other SEC Filing.
(d) The
Trust agrees to indemnify and hold harmless the Portfolio Manager and
its
Associated Persons from anyclaims, liabilities and expenses, including
reasonable attorneys' fees, incurred as a result of any untrue
statement of a
material fact which relates to information in any SEC filing, or
any omission
to state a material fact in any SECfiling in any case where the
statement or
material omission was not based on written information supplied by
electronic transmission or in writing to Trust, or its administrator
, transfer
agent, custodian, distributor or to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ & Co., LLC, the
Trust's
investment manager, by the Portfolio Manager.(e) 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 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.
(f) The indemnification obligations set forth in Section 5 (c)
shall not
apply unless: (i) the statement or omission inquestion accurately
reflects
information provided to the Trust in writing by the Portfolio
Manager;
(ii) the statementor omission in question was made in an SEC
Filing in
reliance upon written information provided to the Trust by
thePortfolio
Manager specifically for use in such SEC Filing or was contained
in
Portfolio Manager's Fonn ADV;
(iii) the Portfolio Manager was afforded the opportunity to review
the
statement
(or the omission was identified to it) in connection with the
10 business day
review requirement set forth in Section 5(b) above; and (iv)
upon receipt by
the
Trust of any notice of the commencement of any action or the
assertion of any
claim to which the indemnificationobligations 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/orsettlement of any such action or claim.
Further, Portfolio
Manager will not be required to indemnify any personunder this
Section 5 to the
extent that Portfolio Manager relied upon statements or infonnation
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 infonnation
provided to
the Trust and upon which the Trust relied in preparing the SEC
Filing(s) in
question.
(g) 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;
and (ii) acts of the Portfolio Manager which result from acts
of the Trust,
including, but not limited to, a failure of the Trust to provide
accurate
and
current infonnation with respect to the investment objectives,
policies, or
restrictions applicable to the Portfolio, actions of the Trustees,
or any
records maintained by Trust or any otherportfolio 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 bythe 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 orinvestments 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 restrictionsapplicable to the Portfolio and with
laws, rules, and regulations applicable to the Portfolio, it being the
intention thatfor this purpose the assets committed to management by the
Portfolio Manager shall be considered a separate anddiscrete investment
portfolio from any other assets of the Portfolio; without limiting the
generality of the foregoing,the Portfolio Manager will have no
obligation to inquire into, or to take into account, any other
investments of thePortfolio in making investment decisions under this
Agreement. In no event shall the Portfolio Manager or any officer,
director, employee, or agent or the Portfolio Manager have any liability
arising from the conduct of the Trustand any other portfolio manager
with respect to the portion of the Portfolio's assets not allocated
to the PortfolioManager.
6. Pennissible Interest. Subject to and in accordance with the Trust's
Declaration of Trust and Bylaws andcorresponding 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 inter
relationships shall begoverned by said governing documents and the
provisions of the Investment Company Act.
7. Duration, Tennination and Amendments. This Agreement shall
become
effective as of the date first written above and shall continue
in
effect thereafter for two years. This Agreement shall continue
in
effect fromyear to year thereafter for so long as its continuance is
specifically approved, at least annually, by: (i) a majority
ofthe Board
of Trustees or the vote of the holders of a majority of the
Portfolio's
outstanding voting securities; and (ii)the affinnative vote, cast in
person at a meeting called for the purpose of voting on such
continuance,
of a majorityof 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 tenninated 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 maynot be amended except by an
instrument in writing and signed by the party to be bound thereby
provided
that if theInvestment Company Act requires that such amendment
be approved
by the vote of the Board, the Independent Trustees and/or the
holders of
the Trust's or the Portfolio's outstanding shareholders, such
approval
must be obtainedbefore any such amendment may become effective.
This
Agreement shall tenninate upon its assignment. Forpurposes of
this
Agreement, the tenns "majority of the outstanding voting
securities,"
"assignment" and "interestedperson" 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 theterm of this Agreement the
parties may have access to certain information that is
proprietary
to the Trust or PortfolioManager, 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 informationcontained 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 shallnot 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, inwhich 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 tosuch 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
"▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇,"
"▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Chief Investment Officers"(which is a
registered trademark
of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ & 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 valuableproperty ofHCC and that the use
of the Marks,
or anyone of them, by the Trust or its agents is subject to the
license granted
to the Trust by HCC. Portfolio Manager agrees that it will not
use any ▇▇▇▇
without
the prior writtenconsent of the Trust. Portfolio Manager consents
to use of its
name, performance data, biographical data and other pertinent data,
and the SSgA
Marks (as defmed below), by the Trust for use in marketing and sales
literature,
provided that any such marketing and sales literature shall not be
used by the
Trust without the prior written consentof 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 ▇▇▇▇▇▇▇▇.▇▇ is acknowledged and agreed that the name
"State Street
Global Advisors," "SSgA," "SSgA Funds Management,Inc." and any
portion or
derivative thereof, as well as any logo that is now or shall
later become
associated with thename ("SSgA Marks"), are valuable property of the
Portfolio
Manager and that the Trust and its authorized agentsmay use the SSgA
Marks as
necessary in SEC Filings so long as this Agreement is in place.
The Trust is not
permitted to use the SSgA Marks for any other purpose (including,
without
limitation, marketing the shares of the Trust) without the written
consent of the
Portfolio Manager, which shall not be unreasonably withheld. Upon
termination of
this Agreement, the Trust shall forthwith cease to use the SSgA Marks.
The Trust
acknowledges thatunauthorized use of the SSgA Marks shall result in
irreparable
harm to the Portfolio Manager for which monetary damages are
inadequate, and thus,
the Portfolio Manager shall be entitled to injunctive relief. 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
thecommencement of any
formal 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;
(b) Portfolio Manager understands that the Trust is subject to
various regulations
under the Investment Company
Act which require that the Board review and approve various
procedures adopted by
portfolio managers and mayalso require disclosure regarding
the Board's
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-▇▇▇▇▇▇ 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-l under the
Investment
Company Act,Portfolio Manager has implemented a compliance
program that is
reasonably
designed to prevent violations of thefederal securities
laws by the Portfolio
with
respect to those services provided pursuant to this Agreement.
Portfolio Manager
acknowledges that the Trust may, in response to regulations
or recommendations
issued by the SEC or other regulatory agencies, from time
to time, request
additional
information regarding the personal securities trading of
its directors, partners,
officers and employees and the policies of Portfolio Manager
with regard to such
trading.Portfolio Manager agrees that it will make
reasonable efforts to respond
to
the Trust's reasonable requests in this area; and
(c) Upon request of the Trust, Portfolio Manager shall
promptly supply the
Trust
with any information concerning the 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 ofthe
Trust.
lO. Status of Portfolio Manager. The Trust and Portfolio
Manager acknowledge
and agree that the relationshipbetween 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
orits affiliates to perform investment management or
other services to any
person or
entity, including withoutlimitation, other investment
companies and persons
who may
retain Portfolio Manager to provide investmentmanagement
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 Agreement may be
executed in one or more
counterparts,
each of whichshall be deemed to be an original. Any
notice required to be
given under this Agreement shall be deemed given when
received, in writing
addressed and delivered,
by certified mail, by hand or via overnight delivery
service as follows:
If to the Trust:
If to Portfolio Manager:
▇▇▇▇▇▇ ▇. ▇▇▇▇
The HC Capital Trust
Five Tower Bridge, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
SSgA Funds Management, Inc.
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: Chief Compliance Officer
12. Miscellaneous. The captions in this Agreement are
included for
convenience of
reference only and in noway 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
thisAgreement shall not be affected thereby. This
Agreement shall be
binding upon
and shall inure to the benefit of theparties 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 providedto the Trust's Board of Trustees.
Portfolio Manager is hereby expressly put on notice
of the limitations of
shareholder
and
Trustee liability set forth inthe Declaration of Trust
of the Trust and agrees
that
obligations assumed by the Trust pursuant to this
Agreement shall be limited
in all
cases
to the assets of the Portfolio. Portfolio Manager
further agrees that it will
not seek
satisfaction of any such obligations from the
shareholders or any individual
shareholder
of the Trust, or from the Trustees of the Trust or
any individual Trustee of
the Trust.
IN WITNESS WHEREOF, the parties hereto have caused
this Agreement to be
executed by
their officers thereunto duly authorized as of the
day and year first written
above.
ATTEST: SSgA Funds Management, Inc.
ATTEST: HC Capital Trust