M&A - HC CAPITAL TRUST

Form Type: 497

Filing Date: 2025-07-01

Corporate Action: Acquisition

Type: New

Accession Number: 000110465925064654

Filing Summary: On July 1, 2025, HC Capital Trust underwent an acquisition transaction in which GTCR, LLC and Stone Point Capital LLC became equal majority owners of Ultimus Fund Distributors, LLC (UFD), the principal underwriter for the Trust. This transaction triggered the automatic termination of the existing Distribution Agreement between UFD and HC Capital Trust. Subsequently, on June 10, 2025, the Board of Trustees approved a new Distribution Agreement with UFD that became effective on the same date as the acquisition. The new agreement allows UFD, now co-owned by two private equity firms, to continue serving as the Trust’s principal underwriter while limiting its services to clients who have a relationship with the Adviser. UFD will earn an annual fee of $50,000 for its services. The document serves as a supplement to the previous Statement of Additional Information dated November 1, 2024, and provides updated information about UFD's ownership and the new agreement.

Form Type: N-14

Filing Date: 2024-03-15

Corporate Action: Merger

Type: New

Accession Number: 000110465924034906

Filing Summary: On March 15, 2024, HC Capital Trust filed a registration statement under the Securities Act of 1933 to facilitate the restructuring of two of its Target Portfolios (The Value Equity Portfolio and The Small Capitalization-Mid Capitalization Equity Portfolio) into The U.S. Equity Portfolio, the Acquiring Portfolio. This reorganization is proposed to be executed on May 31, 2024, subject to shareholder approval set for the meeting at that date. The Plan of Reorganization entails the acquisition of the assets and liabilities of each Target Portfolio by the Acquiring Portfolio in exchange for shares, leading to the liquidation of the Target Portfolios. If approved, shareholders of the Target Portfolios will receive equivalent value shares in the Acquiring Portfolio and will cease being shareholders of the Target Portfolios around June 14, 2024. The proposal aims to consolidate resources, lower costs, and enhance management efficiency, contributing to a tax-free reorganization status for shareholders.