PORTFOLIO MANAGEMENT AGREEMENT For The Commodity Securities Portfolio
Exhibit (d)(48)
PORTFOLIO MANAGEMENT AGREEMENT
For The Commodity Securities Portfolio
For The Commodity Securities Portfolio
AGREEMENT made this 1st day of April, 2010, between Wellington Management Company, LLP, a limited
liability partnership organized under the laws of Massachusetts (“Portfolio Manager”), and HC
Capital Trust (formerly The ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Trust), a Delaware statutory trust (“Trust”).
WHEREAS, the Trust is registered as an open-end, diversified, management investment company under
the Investment 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 The Commodity Securities Portfolio of the Trust
(“Portfolio”) that may, from time to time be allocated to its Commodity Futures Strategy by, or
under the supervision of, the Trust’s Board of Trustees, and Portfolio Manager is willing, in
accordance with the terms and conditions hereof, to provide such services to the Trust;
NOW THEREFORE, in consideration of the promises and covenants set forth herein and intending to be
legally bound hereby, it is agreed between the parties as follows:
1. Appointment of Portfolio Manager. The Trust hereby retains Portfolio Manager to provide
the investment services set forth herein and Portfolio Manager agrees to accept such appointment.
In carrying out its responsibilities under this Agreement, the Portfolio Manager shall at all times
act in accordance with the investment objectives, policies and restrictions applicable to the
Portfolio as set forth in the then current Registration Statement of the Trust delivered by the
Trust to the Portfolio Manager, applicable provisions of the Investment Company Act and the rules
and regulations promulgated under the Investment Company Act and other applicable federal
securities laws.
2. Duties of Portfolio Manager. (a) Portfolio Manager shall provide a continuous program
of investment management for that portion of the assets of the Portfolio that may, from time to
time be allocated to its Commodity Futures Strategy (“Account”) by, or under the supervision of,
the Trust’s Board of Trustees, as indicated in writing by an authorized officer of the Trust. It
is understood that the Account may consist of all, a portion of or none of the assets of the
Portfolio, and that the Board of Trustees and/or HC Capital Solutions (formerly ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ &
Co., LLC) (“HC Capital”), 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; provided, however, that upon at least 90 days’ prior written notice,
the Portfolio Manager may cease accepting additional allocations of assets to the Account. The
Portfolio Manager’s responsibility for providing portfolio management services to the Portfolio
shall be limited to the Account.
(b) Subject to the general supervision of the Trust’s Board of Trustees., Portfolio Manager shall
have sole investment discretion with respect to the Account, including investment research,
selection of the securities 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. To the extent consistent with both the Investment
Company Act and the Portfolio Manager’s obligations under the Investment Advisers Act, the
Portfolio Manager is authorized to engage any of its affiliates (i.e., a person that directly, or
indirectly through one or more intermediaries, controls or is controlled by, or is under common
control with the Portfolio Manager), to assist it in providing the services to be performed by the
Portfolio Manager under this Agreement. The Portfolio shall remain liable to the Trust for
performance of its obligations under this Agreement, and for the acts and omissions of such
affiliates and the Trust shall not be responsible for any fees which any such affiliate may charge
to the Portfolio Manger in connection with such services. The Portfolio Manager shall not consult
with any other portfolio manager of the Portfolio concerning transactions for the Portfolio in
securities or other assets. For the avoidance of doubt, the Portfolio Manager shall not be
responsible for filing class action proofs of claim or for taking any related actions on behalf of
the Trust in regards to class action litigation or settlements related to securities currently or
previously held in the Account. 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, place of settlement, 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 required books and records with respect to the securities transactions of
the Account that relate to the Portfolio Manager’s role as sub-adviser. Specifically, Portfolio
Manager agrees to maintain with respect to the Account records comparable to those records required
to be maintained under Rule 31a-1(b)(1), (5) and (b)(6) under the Investment Company Act with
respect to transactions in the Account that relate to the Portfolio Manager’s role as sub-adviser
including, without limitation, records which reflect securities purchased or sold in the Account
(other than sales and redemptions of shares of the Portfolio), 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, provided, however, that it is understood that
journals of original entry detailing cash receipt and disbursement and purchases and sales of
securities (and receipts therefor) are the responsibility of the custodian bank and fund accounting
agent retained by the Trust on behalf of the Portfolio. Portfolio Manager will preserve such
records in the manner and for the periods prescribed by Rule 31a-2 under the Investment Company
Act. Portfolio Manager acknowledges and agrees that all records it maintains for the Trust are the
property of the Trust, and Portfolio Manager will surrender promptly to the Trust any such records
upon the Trust’s request. The Trust agrees, however, that Portfolio Manager may retain copies of
those records that are required to be maintained by Portfolio Manager under federal or state
regulations to which it may be subject or are reasonably necessary for purposes of conducting its
business;
(iii) provide, in a timely manner, such information as may be reasonably requested by the
Trust or its designated agents in connection with, among other things, the daily computation of the
Portfolio’s net asset value and net income, preparation of proxy statements or amendments to the
Trust’s registration statement and monitoring investments made in the Account to ensure compliance
with the various limitations on investments applicable to the Portfolio and to ensure that the
Portfolio will continue to qualify for the special tax treatment accorded to regulated investment
companies under Subchapter M of the Internal Revenue Code of 1986, as amended (“Code”);
(iv) render regular reports to the Trust concerning the performance of Portfolio Manager of
its responsibilities under this Agreement. In particular, Portfolio Manager agrees that it will,
at the reasonable request of the Board of Trustees, attend meetings of the Board or its validly
constituted committees and will, in addition, make its officers and employees available to meet
with the officers and employees of the Trust at least quarterly and at other times upon reasonable
notice, to review the investments and investment program of the Account; and
(v) determine whether and in what manner to vote, and execute or cause to be executed proxies
respecting the voting of, securities held by the Account at meetings of holders of such securities
provided that timely notice has been given to Portfolio Manager of such meetings.
3. Portfolio Transaction and Brokerage. In placing orders for portfolio securities with
brokers and dealers, Portfolio Manager shall use its best efforts to execute securities
transactions on behalf of the Account in such a manner that the total cost or proceeds in each
transaction is the most favorable under the circumstances. Portfolio Manager may, however, in its
discretion, direct orders to brokers that provide to Portfolio Manager research, analysis, advice
and similar services, and Portfolio Manager may cause the Account to pay to those brokers a higher
commission than may be charged by other brokers for similar transactions, provided that Portfolio
Manager determines in good faith that such commission is reasonable in terms either of the
particular transaction or of the overall responsibility of the Portfolio Manager to the Account and
any other accounts with respect to which Portfolio Manager exercises investment discretion, and
provided further that the extent and continuation of any such practice is subject to review by the
Trust’s Board of Trustees. Portfolio Manager shall not execute any portfolio transactions for the
Trust with a broker or dealer which is an “affiliated person” of the Trust or Portfolio Manager, as
that term is defined in Section 2(a)(3) of the Investment Company Act, including any other
investment advisory organization that may, from time to time act as a portfolio manager for the
Portfolio or any of the Trust’s other Portfolios, except as permitted under the Investment Company
Act and rules promulgated thereunder. The Trust
shall provide a list of such affiliated brokers and dealers to Portfolio Manager and will promptly
advise Portfolio Manager of any changes in such list.
4. Expenses and Compensation. Except for expenses specifically assumed or agreed to be paid
by the Portfolio Manager under this Agreement, the Portfolio Manager shall not be liable for any
expenses of the Portfolio or the Trust, including, without limitation: (i) interest and taxes;
(ii) brokerage commissions and other costs in connection with the purchase and sale of securities
or other investment instruments with respect to the Portfolio; and (iii) custodian fees and
expenses. For its services under this Agreement, Portfolio Manager shall be entitled to receive a
fee, which fee shall be payable by the Trust monthly in arrears at the annual rate of 0.75% of the
average daily net assets of the Portfolio.
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 Trust on behalf of the Portfolio, except a loss resulting from
willful misfeasance, bad faith or gross negligence on the part of Portfolio Manager in the
performance of its duties or from reckless disregard by it of its duties under this Agreement. The
U.S. securities laws impose liabilities under certain circumstances on persons who act in good
faith and, therefore, nothing herein shall in any way constitute a waiver or limitation of any
rights that the Trust may have under any U.S. securities laws.
(b) Portfolio Manager understands that the Trust will rely upon certain documents provided to it by
Portfolio Manager and/or documents filed by the Portfolio Manager with the Securities and Exchange
Commission (“SEC”). Portfolio Manager expressly warrants the accuracy of any and all such documents
and further warrants that such documents shall not contain any untrue statement of material fact or
omit to state any material fact necessary to make the statements made therein, in light of the
circumstances under which they are made, not materially misleading. Without limiting the
generality of 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 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 the Trust’s semi-annual-report on Form N-SAR or any shareholder report
or proxy statement; or (iii) at least 10 business days prior to first use, in the case of any other
SEC Filing. For purposes of this Section 5, “SEC Filings” means the Trust’s registration statement
and amendments thereto and any periodic reports relating to the Trust and its Portfolios that are
required by law to be furnished to shareholders of the Trust and/or filed with the Securities and
Exchange Commission.
(c) 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
result 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.
(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 inducing 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 (or the omission was identified to it) in connection with the 10 business day review
requirement set forth in Section 5(b) above; and (iv) upon receipt by the Trust of any notice of
the commencement of any action or the assertion of any claim to which the indemnification obligations set forth in
Section 5(c) may apply, the Trust notifies the Portfolio Manager, within 30 days and in writing,
of such receipt and provides to Portfolio Manager the opportunity to participate in the defense
and/or settlement of any such action or claim.
Further, Portfolio Manager will not be required to
indemnify any person under this Section 5 to the extent that Portfolio Manager relied upon
statements or information furnished to the Portfolio Manager, in writing, by any officer, employee
or Trustee of the Trust, or by the Trust’s investment adviser, 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 investment adviser,
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 or the investment adviser, including, but not limited
to, a failure of the Trust or the investment adviser to provide accurate and current information
with respect to the investment objectives, policies, or restrictions applicable to the Portfolio,
actions of the Trustees or the investment adviser, or any records maintained by Trust, the
investment adviser or any other portfolio manager to the Portfolio. The Trust agrees that, to
the extent the Portfolio Manager complies with the investment objectives, policies, and
restrictions applicable to the Portfolio as provided to the Portfolio Manager by the Trust, and
with laws, rules, and regulations applicable to the Portfolio (including, without limitation, any
requirements relating to the qualification of the Account as a regulated investment company under
Subchapter M of the Code) in the management of the assets of the Portfolio specifically committed
to management by the Portfolio Manager, without regard to any other assets or investments of the
Portfolio, Portfolio Manager will be conclusively presumed for all purposes to have met its
obligations under this Agreement to act in accordance with the investment objectives, 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 generality of the foregoing, the Portfolio Manager
will have no obligation to inquire into, or to take into account, any other investments of the
Portfolio in making investment decisions under this Agreement. In no event shall the Portfolio
Manager or any officer, director, employee, or agent or the Portfolio Manager have any liability
arising from the conduct of the Trust and any other portfolio manager with respect to the portion
of the Portfolio’s assets not allocated to the Portfolio Manager.
6. Permissible Interest. Subject to and in accordance with the Trust’s Declaration of
Trust and Bylaws and corresponding governing documents of Portfolio Manager, Trustees, officers,
agents and shareholders of the Trust may have an interest in the Portfolio Manager as officers,
directors, agents and/or shareholders or otherwise. Portfolio Manager may have similar interests
in the Trust. The effect of any such interrelationships shall be governed by said governing
documents and the provisions of the Investment Company Act.
7. Duration, Termination and Amendments. This Agreement shall become effective as of the
date first written above and shall continue in effect thereafter for two years. This Agreement
shall continue in effect from year to year thereafter for so long as its continuance is
specifically approved, at least annually, by: (i) a majority of the Board of Trustees or the vote
of the holders of a majority of the Portfolio’s outstanding voting securities; and (ii) the
affirmative vote, cast in person at a meeting called for the purpose of voting on such continuance,
of a majority of those members of the Board of Trustees (“Independent Trustees”) who are not
“interested persons” of the Trust or any investment adviser to the Trust.
This Agreement may be terminated by the 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, 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. For the avoidance of doubt, neither the Trust nor the investment adviser shall make use
of the investment decisions or recommendations of the Portfolio Manager for any account other than
the Account without the written consent of the Portfolio Manager. 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 “HC Capital,””▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇”
and “▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Chief Investment Officers” (which is a registered trademark of ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ & Co. Holdings, Inc. (“HCC”)), and any derivative of any of these names, as well
as any logo that is now or shall later become associated with any of these 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. The Trust consents to
the use of its name by the Portfolio Manager in its client list included in marketing materials and
to disclosure of its names and the fee hereunder to other mutual fund clients as may be required by
Section 15(c) of the Investment Company Act of 1940. Portfolio Manager agrees that it will not use
any ▇▇▇▇ 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 Wellington Marks (as
defined below), by the Trust for use in marketing and sales literature, provided that any such
marketing and sales literature shall not be used by the Trust without the prior written consent of
Portfolio Manager, which consent shall not be unreasonably withheld. The Trust shall have full
responsibility for the compliance by any such marketing and sales literature with all applicable
laws, rules, and regulations, and Portfolio Manager will have no responsibility or liability
therefor.
It is acknowledged and agreed that the name “Wellington Management Company, LLP” and any portion or
derivative thereof, as well as any logo that is now or shall later become associated with the name
(“Wellington Marks”), are valuable property of the Portfolio Manager and that the use of the
Wellington Marks by the Trust or its agents is permitted only so long as this Agreement is in
place.
The provisions of this Section 8 shall survive termination of this Agreement.
9. Representation, Warranties and Agreements of Portfolio Manager. Portfolio Manager
represents and warrants that:
(a) It is registered as an investment adviser under the Investment Advisers Act of 1940, as amended
(“Investment Advisers Act”), it will maintain such registration in full force and effect and will
promptly report to the Trust the commencement of any formal proceeding that could render 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 may also require disclosure regarding the Board’s consideration of these
matters in various documents required to be filed with the SEC. Portfolio Manager represents 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 204A-1 under the Investment
Advisers Act and Rule 17j-1 under the Investment Company Act and compliance procedures required by
Rule 206(4)-7 under the Investment Advisers Act, as well as certifications that, as contemplated
under Rule 38a-1 under the Investment Company Act, Portfolio Manager has implemented a compliance
program that is reasonably designed to prevent violations of the federal securities laws by the
Portfolio with respect to those services provided pursuant to this Agreement. Portfolio Manager
acknowledges that the Trust may, in response to regulations or recommendations issued by the SEC or
other regulatory agencies, from time to time, request additional information regarding the personal
securities trading of its directors, partners, officers and employees and the policies of Portfolio
Manager with regard to such trading. Portfolio Manager agrees that it will make reasonable efforts
to respond to the Trust’s reasonable requests in this area.
(c) Upon request of the Trust, Portfolio Manager shall promptly supply the Trust with any
information concerning Portfolio Manager and its stockholders, employees and affiliates that the
Trust may reasonably require in connection with the preparation of its registration statements, proxy materials, reports and other documents
required, under applicable state or Federal laws, to be filed with state or Federal agencies and/or
provided to shareholders of the Trust.
10. 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. The Trust will be notified of any
changes in the partners of the Portfolio Manager.
11. Counterparts and Notice. This Agreement may be executed in one or more counterparts,
each of which shall be deemed to be an original. Any notice required to be given under this
Agreement shall be deemed given when received, in writing addressed and delivered, by certified
mail, by hand or via overnight delivery service as follows:
If to the Trust:
▇▇. ▇▇▇▇▇▇ ▇. ▇▇▇▇, Vice President
HC Capital Trust
Five Tower Bridge, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
HC Capital Trust
Five Tower Bridge, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
If to Portfolio Manager:
Wellington Management Company, LLP
▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: Legal Services
▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: Legal Services
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 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: | Wellington Management Company, LLP | |||||
| By: | ▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇▇▇
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| ATTEST: | HC Capital Trust (on behalf of The Commodity Securities Portfolio) |
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| By: | /s/ ▇▇▇▇▇▇▇ ▇▇▇▇
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