82 FR 61353 - The Hartford Mutual Funds, Inc., et al.

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 82, Issue 247 (December 27, 2017)

[Federal Register Volume 82, Number 247 (Wednesday, December 27, 2017)]
[Notices]
[Pages 61353-61354]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2017-27807]


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SECURITIES AND EXCHANGE COMMISSION

[Investment Company Act Release No. 32944; 812-14564]


The Hartford Mutual Funds, Inc., et al.

December 20, 2017.
AGENCY: Securities and Exchange Commission (``Commission'').

ACTION: Notice.

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    Notice of an application under Section 6(c) of the Investment 
Company Act of 1940 (``Act'') for an exemption from Section 15(a) of 
the Act and Rule 18f-2 under the Act, as well as from certain 
disclosure requirements in Rule 20a-1 under the Act, Item 19(a)(3) of 
Form N-1A, Items 22(c)(1)(ii), 22(c)(1)(iii), 22(c)(8) and 22(c)(9) of 
Schedule 14A under the Securities Exchange Act of 1934, and Sections 6-
07(2)(a), (b), and (c) of Regulation S-X (``Disclosure Requirements''). 
The requested exemption would permit an investment adviser to hire and 
replace certain sub-advisers without shareholder approval and grant 
relief from the Disclosure Requirements as they relate to fees paid to 
the sub-advisers. The order would supersede a prior order.\1\
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    \1\ In the Matter of Fortis Series Fund, Inc. and Fortis 
Advisers, Inc., Investment Company Act Release Nos. 24158 (November 
23, 1999) (notice) and 24211 (December 21, 1999) (order) (the 
``Prior Order''). If the requested order is granted, Sub-Advised 
Series currently relying on the Prior Order may continue to do so, 
other than with respect to Wholly-Owned Subadvisers. Shareholder 
approval shall be required before such Series can rely on the relief 
requested with respect to Wholly-Owned Subadvisers.

Applicants: The Hartford Mutual Funds, Inc.; The Hartford Mutual Funds 
II, Inc.; Hartford Series Fund, Inc.; Hartford HLS Series Fund II, 
Inc.; Hartford Funds Exchange-Traded Trust; Hartford Funds NextShares 
Trust; and Hartford Funds Master Trust (collectively, the ``Hartford 
Companies''), each either a Maryland corporation or a Delaware 
statutory trust registered under the Act as an open-end management 
investment company with multiple series, and each of HIMCO Variable 
Insurance Trust (``HVI Trust'') and Lattice Strategies Trust (``LS 
Trust''), each a Delaware statutory trust and each also registered 
under the Act as an open-end management investment company with 
multiple series (together, the ``Trusts'' and collectively with the 
Hartford Companies, the ``Companies''); Hartford Funds Management 
Company, LLC (``HFMC''), a Delaware limited liability company; Hartford 
Investment Management Company (``HIMCO''), a Delaware corporation; and 
Lattice Strategies LLC (``Lattice''), a Delaware limited liability 
company, each registered as an investment adviser under the Investment 
Advisers Act of 1940 (each, an ``Adviser'' and together with the 
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Companies, the ``Applicants'').

Filing Dates: The application was filed October 13, 2015, and amended 
on March 21, 2016, September 30, 2016, February 10, 2017, and November 
14, 2017.

Hearing or Notification of Hearing: An order granting the application 
will be issued unless the Commission orders a hearing. Interested 
persons may request a hearing by writing to the Commission's Secretary 
and serving applicants with a copy of the request, personally or by 
mail. Hearing requests should be received by the Commission by 5:30 
p.m. on January 15, 2018, and should be accompanied by proof of service 
on the applicants, in the form of an affidavit or, for lawyers, a 
certificate of service. Pursuant to Rule 0-5 under the Act, hearing 
requests should state the nature of the writer's interest, any facts 
bearing upon the desirability of a hearing on the matter, the reason 
for the request, and the issues contested. Persons who wish to be 
notified of a hearing may request notification by writing to the 
Commission's Secretary.

ADDRESSES: Secretary, U.S. Securities and Exchange Commission, 100 F 
Street NE, Washington, DC 20549-1090. Applicants: Walter F. Garger, 
Hartford Funds Management Company, LLC and Lattice Strategies LLC, 690 
Lee Road, Wayne, PA 19087; and Brenda J. Page, Hartford Investment 
Management Company, One Hartford Plaza, Hartford, CT 06155.

FOR FURTHER INFORMATION CONTACT: Stephan N. Packs, Senior Counsel, at 
(202) 551-6853, or David J. Marcinkus, Branch Chief, at (202) 551-6825 
(Division of Investment Management, Chief Counsel's Office).

SUPPLEMENTARY INFORMATION: The following is a summary of the 
application. The complete application may be obtained via the 
Commission's website by searching for the file number of an applicant 
using the Company name box, at http://www.sec.gov/search/search.htm or 
by calling (202) 551-8090.

Summary of the Application

    1. HFMC will serve as the investment adviser to the Hartford 
Companies, HIMCO will serve as the investment adviser to the HVI Trust, 
and Lattice will serve as the investment adviser to the LS Trust, 
pursuant to an investment advisory agreement with, respectively, the 
Hartford Companies, the HVI Trust,

[[Page 61354]]

and the LS Trust (the ``Advisory Agreement'').\2\ The Adviser will 
provide the Funds with continuous and comprehensive investment 
management services subject to the supervision of, and policies 
established by, each Fund's board of directors or trustees, as 
applicable (``Board''). The Advisory Agreement permits the Adviser, 
subject to the approval of the Board, to delegate to one or more sub-
advisers (each, a ``Sub-Adviser'' and collectively, the ``Sub-
Advisers'') the responsibility to provide the day-to-day portfolio 
investment management of each Fund, subject to the supervision and 
direction of the Adviser. The primary responsibility for managing the 
Funds will remain vested in the Adviser. The Adviser will hire, 
evaluate, allocate assets to and oversee the Sub-Advisers, including 
determining whether a Sub-Adviser should be terminated, at all times 
subject to the authority of the Board.
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    \2\ Applicants request relief with respect to the named 
Applicants, any existing or future Series of the Companies, and any 
Sub-Advised Series. For purposes of the requested order, 
``successor'' is limited to an entity that results from 
reorganization into another jurisdiction or a change in the type of 
business organization.
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    2. Applicants request an exemption to permit the Adviser, subject 
to Board approval, to hire certain Sub-Advisers pursuant to Sub-
Advisory Agreements and materially amend existing Sub-Advisory 
Agreements without obtaining the shareholder approval required under 
Section 15(a) of the Act and Rule 18f-2 under the Act.\3\ Applicants 
also seek an exemption from the Disclosure Requirements to permit a 
Fund to disclose (as both a dollar amount and a percentage of the 
Fund's net assets): (a) The aggregate fees paid to the Adviser and any 
Wholly-Owned Sub-Advisers; and (b) the aggregate fees paid to Non-
Affiliated Sub-Advisers (collectively, ``Aggregate Fee Disclosure''). 
For any Fund that employs an Affiliated Sub-Adviser, the Fund will 
provide separate disclosure of any fees paid to the Affiliated Sub-
Adviser.
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    \3\ The requested relief will not extend to any Sub-Adviser, 
other than a Wholly-Owned Sub-Adviser, that is an affiliated person, 
as defined in Section 2(a)(3) of the Act, of a Fund or an Adviser, 
other than by reason of serving as a sub-adviser to one or more of 
the Funds (``Affiliated Sub-Adviser''). Each future Series shall 
obtain shareholder approval (including formal approval of the 
initial shareholder(s)) of the Manager of Managers Structure 
(including with respect to Wholly-Owned Subadvisers), prior to 
relying on the requested relief.
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    3. Applicants agree that any order granting the requested relief 
will be subject to the terms and conditions stated in the Application. 
Such terms and conditions provide for, among other safeguards, 
appropriate disclosure to Fund shareholders and notification about sub-
advisory changes and enhanced Board oversight to protect the interests 
of the Funds' shareholders.
    4. Section 6(c) of the Act provides that the Commission may exempt 
any person, security, or transaction or any class or classes of 
persons, securities, or transactions from any provisions of the Act, or 
any rule thereunder, if such relief is necessary or appropriate in the 
public interest and consistent with the protection of investors and 
purposes fairly intended by the policy and provisions of the Act. 
Applicants believe that the requested relief meets this standard 
because, as further explained in the Application, the Advisory 
Agreements will remain subject to shareholder approval, while the role 
of the Sub-Advisers is substantially similar to that of individual 
portfolio managers, so that requiring shareholder approval of Sub-
Advisory Agreements would impose unnecessary delays and expenses on the 
Funds. Applicants believe that the requested relief from the Disclosure 
Requirements meets this standard because it will improve the Adviser's 
ability to negotiate fees paid to the Sub-Advisers that are more 
advantageous for the Funds.

    For the Commission, by the Division of Investment Management, 
under delegated authority.
Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2017-27807 Filed 12-26-17; 8:45 am]
 BILLING CODE 8011-01-P