0001104659-15-041492.txt : 20150708 0001104659-15-041492.hdr.sgml : 20150708 20150528130615 ACCESSION NUMBER: 0001104659-15-041492 CONFORMED SUBMISSION TYPE: 485APOS PUBLIC DOCUMENT COUNT: 16 FILED AS OF DATE: 20150528 DATE AS OF CHANGE: 20150529 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HARTFORD MUTUAL FUNDS INC/CT CENTRAL INDEX KEY: 0001006415 IRS NUMBER: 000000000 STATE OF INCORPORATION: MD FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: 485APOS SEC ACT: 1933 Act SEC FILE NUMBER: 333-02381 FILM NUMBER: 15894736 BUSINESS ADDRESS: STREET 1: 5 RADNOR CORPORATE CENTER STREET 2: 100 MATSONFORD ROAD, SUITE 300 CITY: RADNOR STATE: PA ZIP: 19087 BUSINESS PHONE: 610-386-4068 MAIL ADDRESS: STREET 1: 5 RADNOR CORPORATE CENTER STREET 2: 100 MATSONFORD ROAD, SUITE 300 CITY: RADNOR STATE: PA ZIP: 19087 FORMER COMPANY: FORMER CONFORMED NAME: ITT HARTFORD MUTUAL FUNDS INC DATE OF NAME CHANGE: 19960226 FORMER COMPANY: FORMER CONFORMED NAME: HARTFORD MUTUAL FUNDS INC DATE OF NAME CHANGE: 19960126 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HARTFORD MUTUAL FUNDS INC/CT CENTRAL INDEX KEY: 0001006415 IRS NUMBER: 000000000 STATE OF INCORPORATION: MD FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: 485APOS SEC ACT: 1940 Act SEC FILE NUMBER: 811-07589 FILM NUMBER: 15894737 BUSINESS ADDRESS: STREET 1: 5 RADNOR CORPORATE CENTER STREET 2: 100 MATSONFORD ROAD, SUITE 300 CITY: RADNOR STATE: PA ZIP: 19087 BUSINESS PHONE: 610-386-4068 MAIL ADDRESS: STREET 1: 5 RADNOR CORPORATE CENTER STREET 2: 100 MATSONFORD ROAD, SUITE 300 CITY: RADNOR STATE: PA ZIP: 19087 FORMER COMPANY: FORMER CONFORMED NAME: ITT HARTFORD MUTUAL FUNDS INC DATE OF NAME CHANGE: 19960226 FORMER COMPANY: FORMER CONFORMED NAME: HARTFORD MUTUAL FUNDS INC DATE OF NAME CHANGE: 19960126 0001006415 S000049412 Hartford Municipal Income Fund C000156246 Class A HMKAX C000156247 Class C HMKCX C000156248 Class I HMKIX 0001006415 S000049413 Hartford Municipal Short Duration Fund C000156249 Class A HMJAX C000156250 Class C HMJCX C000156251 Class I HMJIX 485APOS 1 a15-10967_1485apos.htm POST-EFFECTIVE AMENDMENT FILED PURSUANT TO SECURITIES ACT RULE 485(A)

 

As filed with the Securities and Exchange Commission on May 28, 2015
File No. 333-02381/811-07589

 

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM N-1A

 

 

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

x

 

 

 

 

Pre-Effective Amendment No.       

o

 

Post-Effective Amendment No. 140

x

 

 

 

 

and/or

 

 

 

 

 

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

x

 

 

 

 

Amendment No. 141

x

 

THE HARTFORD MUTUAL FUNDS, INC.

(Exact Name of Registrant as Specified in Charter)

 

5 Radnor Corporate Center, Suite 300, 100 Matsonford Road, Radnor, Pennsylvania 19087
(Address of Principal Executive Offices) (Zip Code)

 

Registrant’s Telephone Number, including Area Code: (610) 386-4068

 

Edward P. Macdonald, Esquire
Hartford Funds Management Company, LLC
5 Radnor Corporate Center, Suite 300
100 Matsonford Road
Radnor, Pennsylvania 19087
(Name and Address of Agent for Service)

 

Copy to:
John V. O’Hanlon, Esquire
Dechert LLP
One International Place, 40th Floor
100 Oliver Street
Boston, Massachusetts 02110-2605

 

It is proposed that this filing will become effective (check appropriate box):

 

o                                    immediately upon filing pursuant to paragraph (b) of Rule 485

o                                    on (Date) pursuant to paragraph (b) of Rule 485

o                                    60 days after filing pursuant to paragraph (a)(1) of Rule 485

o                                    on (Date) pursuant to paragraph (a)(1) of Rule 485

x                                  75 days after filing pursuant to paragraph (a)(2) of Rule 485

o                                    on (Date) pursuant to paragraph (a)(2) of Rule 485

 

If appropriate, check the following box:

 

o                                    This post-effective amendment designates a new effective date for a previously filed post-effective amendment.

 

It is proposed that this filing will become effective 75 days after filing pursuant to paragraph (a)(2) of Rule 485 or on such earlier date as the Commission may designate pursuant to paragraph (a)(3) of Rule 485.

 

 

 



 

 

Hartford Municipal Income Fund

Prospectus

June 1, 2015

 

Class

 

Ticker

A

 

HMKAX

C

 

HMKCX

I

 

HMKIX

 

As with all mutual funds, the Securities and Exchange Commission and the Commodity Futures Trading Commission have not approved or disapproved these securities or passed upon the adequacy of this Prospectus.  Any representation to the contrary is a criminal offense.

 

Mutual funds are not bank deposits and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.  Because you could lose money by investing in the Fund, be sure to read all risk disclosures carefully before investing.

 

HARTFORD FUNDS

P.O. BOX 55022

BOSTON, MA 02205-5022

 



 

[This Page Is Intentionally Left Blank]

 




 

HARTFORD MUNICIPAL INCOME FUND

 

SUMMARY SECTION

 

INVESTMENT OBJECTIVE. The Fund seeks to provide a high level of current income that is generally exempt from federal income taxes, and long-term total return.

 

YOUR EXPENSES.  The table below describes the fees and expenses that you may pay if you buy and hold shares of the Fund.  You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $50,000 in Hartford Funds.  More information about these and other discounts is available from your financial professional and in the “Sales Charge Reductions and Waivers” section beginning on page 26 of the Fund’s statutory prospectus and the “Purchase and Redemption of Shares” section beginning on page 55 of the Fund’s statement of additional information.

 

Shareholder Fees

(fees paid directly from your investment)

 

 

 

Share Classes

 

 

 

A

 

C

 

I

 

Maximum sales charge (load) imposed on purchases as a percentage of offering price

 

4.50%

 

None

 

None

 

Maximum deferred sales charge (load) (as a percentage of purchase price or redemption proceeds, whichever is less)

 

None (under $1 million invested (1)

 

1.00%

 

None

 

 

Annual Fund Operating Expenses (2)

(expenses that you pay each year as a percentage of the value of your investment)

 

 

 

A

 

C

 

I

 

Management fees

 

0.35

%

0.35

%

0.35

%

Distribution and service (12b-1) fees

 

0.25

%

1.00

%

None

 

Other expenses

 

0.16

%

0.16

%

0.16

%

Total annual fund operating expenses

 

0.76

%

1.51

%

0.51

%

Fee waiver and/or expense reimbursement(3)

 

0.07

%

0.07

%

0.07

%

Total annual fund operating expenses after fee waiver and/or expense reimbursement(3)

 

0.69

%

1.44

%

0.44

%

 


(1)         For investments over $1 million, a 1.00% maximum deferred sales charge may apply.

(2)         Fees and expenses are estimated for the current fiscal year.

(3)         Hartford Funds Management Company, LLC (the “Investment Manager”) has contractually agreed to reimburse expenses (exclusive of taxes, interest expenses, brokerage commissions, acquired fund fees and expenses and extraordinary expenses) to the extent necessary to maintain total annual fund operating expenses as follows:  0.69% (Class A), 1.44% (Class C) and 0.44% (Class I).  In addition, Hartford Administrative Services Company (“HASCO”), the Fund’s transfer agent, has contractually agreed to reimburse any portion of the transfer agency fees over 0.30% of the average daily net assets per fiscal year for all classes.  Each contractual arrangement will remain

 

4



 

in effect until February 28, 2017, and shall renew automatically for one-year terms thereafter unless the Investment Manager or HASCO, respectively, provides written notice of termination prior to the start of the next term or upon approval of the Board of Directors of The Hartford Mutual Funds, Inc.

 

EXAMPLE.  The examples below are intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The examples assume that:

 

·                  Your investment has a 5% return each year

·                  The Fund’s operating expenses remain the same (except that the examples reflect the expense limitation arrangements for only the first year)

·                  You reinvest all dividends and distributions

·                  You pay any deferred sales charge due for the applicable period.

 

Your actual costs may be higher or lower.  Based on these assumptions, for every $10,000 invested, you would pay the following expenses if you sell all of your shares at the end of each time period indicated:

 

Share Classes

 

Year 1

 

Year 3

 

A

 

$

517

 

$

675

 

C

 

$

247

 

$

470

 

I

 

$

45

 

$

156

 

 

You would pay the following expenses if you did not redeem your shares:

 

Share Classes

 

Year 1

 

Year 3

 

A

 

$

517

 

$

675

 

C

 

$

147

 

$

470

 

I

 

$

45

 

$

156

 

 

Portfolio Turnover.  The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio).  A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account.  These costs, which are not reflected in annual fund operating expenses or in the examples, affect the Fund’s performance.  Because the Fund has not yet commenced operations as of the date of this prospectus, the Fund’s portfolio turnover rate for the most recent fiscal year is not available.

 

PRINCIPAL INVESTMENT STRATEGY. The Fund seeks to achieve its investment objective by investing in investment grade municipal securities and non-investment grade municipal securities (known as “junk bonds”) that the sub-adviser, Wellington Management Company LLP (“Wellington Management”), considers to be attractive from a yield perspective while considering long-term total return.  Under normal circumstances, the Fund will invest at least 80% of its net assets in municipal securities that pay interest exempt from federal income tax, and the Fund may invest up to 35% of its net assets in non-investment grade municipal securities.  The Fund may invest in securities that produce income subject to income tax, including the Alternative Minimum Tax.  The Fund may also invest in variable rate bonds known as “inverse floaters” that pay interest at rates that bear an inverse relationship to changes in short-term market  

 

5



 

interest rates.  The Fund will generally hold a diversified portfolio of investments across states and sectors, although the Fund is not required to invest in all states and sectors at all times.

 

The Fund normally will maintain a dollar weighted average duration equivalent to that of the Barclays Municipal Bond Index, plus or minus three years. (Historically, the average duration of the Barclays Municipal Bond Index is 6.5 years.)  Duration is a measure of the sensitivity of a fixed income security’s price to changes in interest rates.  The Fund’s average duration measure incorporates a bond’s yield, coupon, final maturity, and the effect of derivatives that may be used to manage the Fund’s interest rate risk.

 

MAIN RISKS.  The primary risks of investing in the Fund are described below.  When you sell your shares they may be worth more or less than what you paid for them, which means that you could lose money as a result of your investment.  An investment in the Fund is not a bank deposit and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.  As with any fund, there is no guarantee that the Fund will achieve its investment objective.  For more information regarding risks and investment matters please see “Additional Information Regarding Risks and Investment Strategies” in the Fund’s statutory prospectus.

 

Market Risk — Market risk is the risk that one or more markets in which the Fund invests will go down in value, including the possibility that the markets will go down sharply and unpredictably.  Securities may decline in value due to the activities and financial prospects of individual companies or to general market and economic movements and trends, including adverse changes to credit markets.

 

Municipal Securities Risk - Municipal securities risks include the possibility that the issuer may be unable to pay interest or repay principal on a timely basis or at all, the relative lack of information about certain issuers of municipal securities, and the possibility of future legislative changes which could affect the market for and value of municipal securities.  In addition, state or local political or economic conditions and developments can adversely affect the securities issued by state and local governments. The value of the municipal securities owned by the Fund also may be adversely affected by future changes in federal or state income tax laws, including tax rate reductions or the determination that municipal securities are subject to taxation.

 

Interest Rate Risk - The risk that your investment may go down in value when interest rates rise, because when interest rates rise, the prices of bonds and fixed rate loans fall.  A wide variety of factors can cause interest rates to rise, including central bank monetary policies and inflation rates.  Generally, the longer the maturity of a bond or fixed rate loan, the more sensitive it is to this risk.  Falling interest rates also create the potential for a decline in the Fund’s income. These risks are greater during periods of rising inflation.  Volatility in interest rates and in fixed income markets may increase the risk that the Fund’s investment in fixed income securities will go down in value.

 

Credit Risk - Credit risk is the risk that the issuer of a security or other instrument will not be able to make principal and interest payments when due.

 

6



 

Changes in an issuer’s credit rating or the market’s perception of an issuer’s creditworthiness may also affect the value of the Fund’s investment in that issuer.  The degree of credit risk depends on both the financial condition of the issuer and the terms of the obligation.

 

Call Risk - Call risk is the risk that an issuer, especially during a period of falling interest rates, may redeem a security by repaying it early, which may reduce the Fund’s income if the proceeds are reinvested at lower interest rates.

 

Junk Bonds Risk - Investments rated below investment grade (also referred to as “junk bonds”) are considered to be speculative and are subject to heightened credit risk, which may make the Fund more sensitive to adverse developments in the U.S. and abroad.  Lower rated debt securities generally involve greater risk of default or price changes due to changes in the issuer’s creditworthiness than higher rated debt securities.  The market prices of these securities may fluctuate more than higher quality securities and may decline significantly in periods of general economic difficulty.  There may be little trading in the secondary market for particular debt securities, which may make them more difficult to value or sell.

 

Investment Strategy Risk - The risk that, if the sub-adviser’s investment strategy does not perform as expected, the Fund could underperform its peers or lose money.  There is no guarantee that the Fund’s investment objective will be achieved.

 

The Fund is subject to certain other risks, which are described elsewhere in the Fund’s statutory prospectus.

 

PAST PERFORMANCE.  Because the Fund has not yet commenced operations, no performance history has been provided.

 

MANAGEMENT.  The Fund’s investment manager is Hartford Funds Management Company, LLC.  The Fund’s sub-adviser is Wellington Management.

 

Portfolio Manager

 

Title

 

Involved with
Fund Since

Brad W. Libby

 

Managing Director and Fixed Income Portfolio Manager/Credit Analyst

 

2015

 

 

 

 

 

Timothy D. Haney, CFA

 

Senior Managing Director and Fixed Income Portfolio Manager

 

2015

 

PURCHASE AND SALE OF FUND SHARES.  Not all share classes are available for all investors. Minimum investment amounts may be waived for certain accounts.

 

Share Classes

 

Minimum Initial
Investment

 

Minimum
Subsequent
Investment

 

Class A, Class C and Class I

 

$2,000 for all accounts except:

 

$250, if establishing an Automatic Investment Plan (“AIP”), with recurring monthly investments of at least $50

 

Class I shares are offered primarily through advisory fee-based wrap programs

 

$

50

 

 

For more information, please see the “How To Buy And Sell Shares” section of the Fund’s statutory prospectus.

 

7



 

You may sell your shares of the Fund on those days when the New York Stock Exchange is open, typically Monday through Friday.  You may sell your shares on the web at www.hartfordfunds.com, by phone by calling 1-888-843-7824, by electronic funds transfer, or by wire.  In certain circumstances you will need to write to Hartford Funds, P.O. Box 55022, Boston, MA 02205-5022 to request to sell your shares.  For overnight mail, please send the request to Hartford Funds, 30 Dan Road, Suite 55022, Canton, MA 02021-2809.

 

TAX INFORMATION.  The Fund’s distributions of interest on municipal bonds generally are not subject to federal income tax; however the Fund may distribute taxable dividends, including distributions of short-term capital gains, and long-term capital gains.  In addition, interest on certain bonds may be subject to the federal alternative minimum tax.  To the extent that the Fund’s distributions are derived from interest on bonds that are not exempt from applicable state and local taxes, such distributions will be subject to such state and local taxes.

 

PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES.  If you purchase shares of the Fund through a broker-dealer or other financial intermediary (such as a bank or financial advisor), the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your financial advisor to recommend the Fund over another investment.  Ask your financial advisor or visit your financial intermediary’s website for more information.

 

8



 

ADDITIONAL INFORMATION REGARDING RISKS AND INVESTMENT STRATEGIES

 

INVESTMENT OBJECTIVE. The Fund seeks to provide a high level of current income that is generally exempt from federal income taxes, and long-term total return.

 

PRINCIPAL INVESTMENT STRATEGY. The Fund seeks to achieve its investment objective by investing in investment grade municipal securities and non-investment grade municipal securities (known as “junk bonds”) that the sub-adviser, Wellington Management Company LLP (“Wellington Management”), considers to be attractive from a yield perspective while considering long-term total return.  Under normal circumstances, the Fund will invest at least 80% of its net assets in municipal securities that pay interest exempt from federal income tax, and the Fund may invest up to 35% of its net assets in non-investment grade municipal securities.  The Fund may invest in securities that produce income subject to income tax, including the Alternative Minimum Tax.  The Fund may also invest in variable rate bonds known as “inverse floaters” that pay interest at rates that bear an inverse relationship to changes in short-term market interest rates.  The Fund will generally hold a diversified portfolio of investments across states and sectors, although the Fund is not required to invest in all states and sectors at all times.

 

The Fund normally will maintain a dollar weighted average duration equivalent to that of the Barclays Municipal Bond Index, plus or minus three years. (Historically, the average duration of the Barclays Municipal Bond Index is 6.5 years.)  Duration is a measure of the sensitivity of a fixed income security’s price to changes in interest rates.  The Fund’s average duration measure incorporates a bond’s yield, coupon, final maturity, and the effect of derivatives that may be used to manage the Fund’s interest rate risk.

 

Non-investment grade municipal securities are securities issued by state and local governments and their agencies or instrumentalities that are rated “Ba” or lower by Moody’s, “BB” or lower by S&P or “BB” or lower by Fitch, or securities which, if unrated, are determined by Wellington Management to be of comparable quality.  Non-investment grade securities are commonly referred to as “high yield - high risk” or “junk bonds.”  Although the Fund may invest in securities of any maturity, the Fund tends to have an average maturity of 10-25 years.

 

The sub-adviser, Wellington Management, combines top-down strategy with bottom-up fundamental research and comprehensive risk management within the portfolio construction process. Bottom-up, internally generated, fundamental research attempts to identify relative value among sectors, within sectors, and between individual securities.

 

9



 

MAIN RISKS.  The primary risks of investing in the Fund are described below.  When you sell your shares they may be worth more or less than what you paid for them, which means that you could lose money as a result of your investment.  An investment in the Fund is not a bank deposit and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.  As with any fund, there is no guarantee that the Fund will achieve its investment objective.

 

Market Risk — Market risk is the risk that one or more markets in which the Fund invests will go down in value, including the possibility that the markets will go down sharply and unpredictably.  Securities may decline in value due to the activities and financial prospects of individual companies or to general market and economic movements and trends, including adverse changes to credit markets.

 

Municipal Securities Risks -  Municipal securities risks include the possibility that the issuer may not be able to repay the obligation, the relative lack of information about certain issuers of municipal securities, and the possibility of future legislative changes which could affect the market for and value of municipal securities.  These risks include:

 

·                  General Obligation Bonds Risks - The full faith, credit and taxing power of the municipality that issues a general obligation bond secures payment of interest and repayment of principal.  Timely payments depend on the issuer’s credit quality, ability to raise tax revenues and ability to maintain an adequate tax base.

·                  Revenue Bonds Risks - Payments of interest and principal on revenue bonds are made only from the revenues generated by a particular facility, class of facilities or the proceeds of a special tax or other revenue source.  These payments depend on the money earned by the particular facility or class of facilities, or the amount of revenues derived from another source.

·                  Private Activity Bonds Risks - Municipalities and other public authorities issue private activity bonds to finance development of industrial facilities for use by a private enterprise.  The private enterprise pays the principal and interest on the bond, and the issuer does not pledge its full faith, credit and taxing power for repayment.  If the private enterprise defaults on its payments, the Fund may not receive any income or get its money back from the investment.

·                  Moral Obligation Bonds Risks - Moral obligation bonds are generally issued by special purpose public authorities of a state or municipality.  If the issuer is unable to meet its obligations, repayment of these bonds becomes a moral commitment, but not a legal obligation, of the state or municipality.

·                  Municipal Notes Risks - Municipal notes are shorter term municipal debt obligations.  They may provide interim financing in anticipation of, and are secured by, tax collection, bond sales or revenue receipts.  If there is a shortfall in the anticipated proceeds, the notes may not be fully repaid and the Fund may lose money.

·                  Municipal Lease Obligations Risks - In a municipal lease obligation, the issuer agrees to make payments when due on the lease obligation.  The

 

10



 

issuer will generally appropriate municipal funds for that purpose, but is not obligated to do so. Although the issuer does not pledge its unlimited taxing power for payment of the lease obligation, the lease obligation is secured by the leased property.  However, if the issuer does not fulfill its payment obligation it may be difficult to sell the property and the proceeds of a sale may not cover the Fund’s loss.

 

Interest Rate Risk - The risk that your investment may go down in value when interest rates rise, because when interest rates rise, the prices of bonds and fixed rate loans fall.  A wide variety of factors can cause interest rates to rise, including central bank monetary policies and inflation rates.  Generally, the longer the maturity of a bond or fixed rate loan, the more sensitive it is to this risk.  Falling interest rates also create the potential for a decline in the Fund’s income. These risks are greater during periods of rising inflation.  Volatility in interest rates and in fixed income markets may increase the risk that the Fund’s investment in fixed income securities will go down in value.

 

Credit Risk - Credit risk is the risk that the issuer of a security or other instrument will not be able to make principal and interest payments when due. Changes in an issuer’s credit rating or the market’s perception of an issuer’s creditworthiness may also affect the value of the Fund’s investment in that issuer.  The degree of credit risk depends on both the financial condition of the issuer and the terms of the obligation.

 

Call Risk - Call risk is the risk that an issuer, especially during a period of falling interest rates, may redeem a security by repaying it early, which may reduce the Fund’s income if the proceeds are reinvested at lower interest rates.

 

Junk Bonds Risk - Although junk bonds generally pay higher rates of interest than investment grade bonds, junk bonds are high risk, speculative investments that may cause income and principal losses for the Fund.  The major risks of junk bond investments include:

 

·                  Junk bonds may be issued by less creditworthy issuers. Issuers of junk bonds may have a larger amount of outstanding debt relative to their assets than issuers of investment grade bonds.  In the event of an issuer’s bankruptcy, claims of other creditors may have priority over the claims of junk bond holders, leaving few or no assets available to repay junk bond holders.

·                  Prices of junk bonds are subject to extreme price fluctuations.  Adverse changes in an issuer’s industry and general economic conditions may have a greater impact on the prices of junk bonds than on other higher rated fixed-income securities.

·                  Issuers of junk bonds may be unable to meet their interest or principal payment obligations because of an economic downturn, specific issuer developments, or the unavailability of additional financing.

·                  Junk bonds frequently have redemption features that permit an issuer to repurchase the security from the Fund before it matures.  If the issuer redeems junk bonds, the Fund may have to invest the proceeds in bonds with lower yields and may lose income.

·                  Junk bonds may be less liquid than higher rated fixed-income securities,

 

11



 

even under normal economic conditions.  There are fewer dealers in the junk bond market, and there may be significant differences in the prices quoted for junk bonds by the dealers.  Because they are less liquid, judgment may play a greater role in valuing certain of the Fund’s securities than is the case with securities trading in a more liquid market.

·                  The Fund may incur expenses to the extent necessary to seek recovery upon default or to negotiate new terms with a defaulting issuer.  The credit rating of a high yield security does not necessarily address its market value risk.  Ratings and market value may change from time to time, positively or negatively, to reflect new developments regarding the issuer.

 

Investment Strategy Risk - The risk that, if the sub-adviser’s investment strategy does not perform as expected, the Fund could underperform its peers or lose money.  There is no guarantee that the Fund’s investment objective will be achieved.

 

The Fund is subject to certain additional risks, which are discussed below.

 

Additional Risks and Investment Information.

 

Many factors affect the Fund’s performance.  There is no assurance that the Fund will achieve its investment objective, and you should not consider any one fund alone to be a complete investment program.  The different types of securities, investments, and investment techniques used by the Fund have attendant risks of varying degrees.  The Statement of Additional Information (“SAI”) contains more detailed information about the Fund’s investment policies and risks.

 

Taxable Income Risk - The risk that the Fund may invest in securities or other instruments that produce income subject to income tax, including the Alternative Minimum Tax.

 

Derivatives Risk - The Fund may use derivatives for investment purposes and/or for hedging purposes, including anticipatory hedges.  Derivatives are instruments whose value depends on, or is derived from, the value of an underlying asset, reference rate or index.  Successful use of derivative instruments by the Fund depends on the sub-adviser’s judgment with respect to a number of factors and the Fund’s performance could be worse and/or more volatile than if it had not used these instruments.  Derivatives may involve significant risks, including:

 

·                  Counterparty/Credit Risk - the risk that the counterparty (the party on the other side of the transaction) on a derivative transaction will be unable to honor its financial obligation to the Fund.

·                  Currency Risk - the risk that changes in the exchange rate between currencies will adversely affect the value (in U.S. dollar terms) of an investment.

·                  Leverage Risk - the risk associated with certain types of investments or trading strategies that relatively small market movements may result in large changes in the value of an investment.  Certain investments or trading strategies that involve leverage can result in losses that greatly exceed the amount originally invested.

 

12



 

·                  Liquidity Risk - the risk that certain investments may be difficult or impossible to sell at the time that the seller would like or at the price that the seller believes the security is currently worth, which could expose the Fund to losses and could make derivatives more difficult for the Fund to value accurately.

·                  Index Risk - if the derivative is linked to the performance of an index, it will be subject to the risks associated with changes in that index.  If the index changes, the Fund could receive lower interest payments or experience a reduction in the value of the derivative to below what the Fund paid.  Certain indexed securities, including inverse securities (which move in an opposite direction to the index), may create leverage, to the extent that they increase or decrease in value at a rate that is a multiple of the changes in the applicable index.  For this reason, the Fund’s investment in these instruments may decline significantly in value if index levels move in a way that is not anticipated.

·                  Regulatory Risk — Government legislation or regulation may make derivatives more costly, may limit the availability of derivatives, or may otherwise adversely affect the use, value or performance of derivatives.

 

Hedging.  Hedging is a strategy in which the Fund uses a derivative to offset the risks associated with other Fund holdings.  While hedging can reduce losses, it can also reduce or eliminate gains or cause losses if the market moves in a manner different from that anticipated by the Fund or if the cost of the derivative outweighs the benefit of the hedge.  Hedging also involves the risk that changes in the value of the derivative will not match those of the holdings being hedged as expected by the Fund, in which case any losses on the holdings being hedged may not be reduced and may be increased.  There can be no assurance that the Fund’s hedging strategy will reduce risk or that hedging transactions will be either available or cost effective.  The Fund is not required to use hedging and may choose not to do so.

 

Leverage Risk — Certain transactions, including derivatives and when-issued, delayed delivery or forward commitment transactions, involve leverage.  Transactions involving leverage provide investment exposure in an amount exceeding the initial investment.  Leverage can increase market exposure, magnify investment risks, and cause losses to be realized more quickly. Leverage may also cause the Fund to be more volatile than if the Fund had not been leveraged, as relatively small market movements may result in large changes in the value of a leveraged investment. In order to reduce the risk associated with leveraging, the Fund may “set aside” liquid assets (often referred to as “asset segregation”), or otherwise “cover” its position in a manner consistent with the Investment Company Act of 1940, as amended, or the rules and SEC interpretations thereunder.  The Fund reserves the right to modify its asset segregation policies in the future to comply with any changes in the SEC’s positions regarding asset segregation.  The use of leverage may cause the Fund to liquidate portfolio positions to satisfy its obligations or to meet asset segregation requirements when it may not be advantageous to do so.

 

13



 

Liquidity Risk — The risk that a particular investment may be difficult to sell and that the Fund may be unable to sell the investment at an advantageous time or price.  Securities that are liquid at the time of purchase may later become illiquid due to events relating to the issuer of the securities, market events, rising interest rates, economic conditions or investor perceptions.  Illiquid securities may be difficult to value and their value may be lower than the market price of comparable liquid securities, which would negatively affect the Fund’s net asset value.

 

Counterparty Risk - The risk that the counterparty to an over-the-counter derivatives contract or a borrower of the Fund’s securities may be unable or unwilling to make timely principal, interest or settlement payments, or otherwise to honor its obligations.  The protections available to investors in exchanged traded derivatives may not be available for over-the-counter transactions.

 

Futures and Options Risks — Futures and options may be more volatile than direct investments in the securities underlying the futures and options and may not correlate perfectly to the underlying securities.  Futures and options also involve additional expenses as compared to investing directly in the underlying securities, which could reduce any benefit or increase any loss to the Fund from using the strategy.  Futures and options also may involve a small initial investment relative to the risk assumed, which could result in losses greater than if they had not been used.  Options transactions may be effected on securities exchanges or in the over-the-counter market.  When futures or options are purchased over-the-counter, the Fund bears the risk that the counter-party that wrote the future or option will be unable or unwilling to perform its obligations under the contract.  Such futures and options may also be illiquid, and in such cases, the Fund may have difficulty closing out its position or valuing the contract.

 

Swaps Risk — The use of swaps is a highly specialized activity that involves investment techniques, risk analyses and tax planning different from those associated with ordinary portfolio securities transactions.  The Fund’s transactions in swaps — which may involve a variety of reference assets — may be significant.  These transactions can result in sizeable realized and unrealized capital gains and losses relative to the gains and losses from the Fund’s direct investments in the reference assets.

 

Transactions in swaps can involve greater risks than if the Fund had invested directly in the reference asset since, in addition to general market risks, swaps may be leveraged and are also subject to illiquidity risk, counterparty risk, credit risk and valuation risk.  Because they are two-party contracts and because they may have terms of greater than seven days, swap transactions may be considered to be illiquid.  Moreover, the Fund bears the risk of loss of the amount expected to be received under a swap in the event of the default or bankruptcy of a swap counterparty.  Some swaps may be complex and valued subjectively.  Swaps may also be subject to pricing or “basis” risk, which exists when a particular swap becomes extraordinarily expensive relative to historical prices or the price of corresponding cash market instruments.  Under certain market conditions it may not be economically feasible to initiate a transaction or liquidate a position in time to avoid a loss or take advantage of an opportunity.  If a swap transaction is particularly large or if the relevant market is illiquid, it may not be possible to

 

14



 

initiate a transaction or liquidate a position at an advantageous time or price, which may result in significant losses.

 

The prices of swaps can be very volatile, and a variance in the degree of volatility or in the direction of the price of the reference asset from the sub-adviser’s expectations may produce significant losses in the Fund’s investments in swaps.  In addition, a perfect correlation between a swap and an investment position may be impossible to achieve.  As a result, the Fund’s use of swaps may not be effective in fulfilling the Fund’s investment strategies and may contribute to losses that would not have been incurred otherwise.

 

Certain swaps are centrally-cleared and will eventually be exchange-traded. Central clearing is expected to decrease credit risk and exchange-trading is expected to improve liquidity. However, central clearing does not make the contracts risk-free and there is no guarantee that the Fund would consider exchange-traded swaps to be liquid.

 

In order to reduce the risk associated with leveraging, the Fund may “set aside” liquid assets (often referred to as “asset segregation”), or otherwise “cover” its position in a manner consistent with the Investment Company Act of 1940, as amended (the “1940 Act”) or the rules and SEC interpretations thereunder.  The Fund reserves the right to modify its asset segregation policies in the future to comply with any changes in the SEC’s positions regarding asset segregation.

 

Inverse Floater Risk - Inverse floaters earn interest at rates that vary inversely to changes in short-term interest rates.  As short-term interest rates rise, inverse floaters produce less income and as short-term interest rates fall, inverse floaters produce more income.  The prices and income of inverse floaters are generally more volatile than the prices and income of bonds with similar maturities.  An investment in inverse floaters involves the risk of loss of principal and typically will involve greater risk than an investment in a municipal fixed rate security.  Inverse floaters generally will underperform the market for fixed rate municipal securities in a rising interest rate environment.

 

Foreign Investments Risk - Investments in foreign securities may be riskier than investments in U.S. securities and may also be less liquid and more difficult to value than securities of U.S. issuers.  Foreign investments may be affected by the following:

 

·                  Currency Risk — Securities and other instruments in which the Fund invests may be denominated or quoted in currencies other than the U.S. dollar. For this reason, changes in foreign currency exchange rates can affect the value of the Fund’s portfolio. Generally, when the U.S. dollar rises in value against a foreign currency, a security denominated in that currency loses value because the currency is worth fewer U.S. dollars. Conversely, when the U.S. dollar decreases in value against a foreign currency, a security denominated in that currency gains value because the currency is worth more U.S. dollars.

·                  changes in foreign or U.S. law or restrictions applicable to such investments and in exchange control regulations

·                  increased volatility

 

15



 

·                  substantially less volume on foreign stock markets and other securities markets

·                  higher commissions and dealer mark-ups

·                  inefficiencies in certain foreign clearance and settlement procedures that could result in an inability to execute transactions or delays in settlement

·                  less uniform accounting, auditing and financial reporting standards

·                  less publicly available information about a foreign issuer or borrower

·                  less government regulation

·                  unfavorable foreign tax laws

·                  political, social, economic or diplomatic developments in a foreign country or region

·                  differences in individual foreign economies.

·                  Governments in many emerging market countries participate to a significant degree in their economies and securities markets, which may impair investment and economic growth.  In addition, global economies and financial markets are becoming increasingly interconnected, which increases the possibility that conditions in one country or region might adversely impact issuers in a different country or region.

 

Forward Currency Contracts Risk - A forward currency contract is an agreement between two parties to buy and sell a currency at a set price on a future date. The Fund may enter into forward currency contracts in connection with settling purchases or sales of securities, to hedge the currency exposure associated with some or all of the Fund’s securities or as part of its investment strategy. The market value of a forward currency contract fluctuates with changes in foreign currency exchange rates. Forward foreign currency exchange contracts do not eliminate fluctuations in the value of foreign securities but allow the Fund to establish a fixed rate of exchange for a future point in time. Use of such contracts, therefore, can have the effect of reducing returns and minimizing opportunities for gain. The Fund could also lose money when the contract is settled. Gains from foreign currency contracts are typically taxable as ordinary income and may significantly increase an investor’s tax liability.

 

Illiquid Investments Risk — Illiquid investments are investments that the Fund cannot sell within seven days at approximately current value. The Fund may invest up to 15% of its net assets in such investments.  In addition, securities and other investments purchased by the Fund that are liquid at the time of purchase may subsequently become illiquid due to events relating to the issuer of the securities, market events, rising interest rates, economic conditions or investor perceptions.  If the Fund holds illiquid investments it may be unable to quickly sell them or may be able to sell them only at a price below current value.  If one or more of the Fund’s investments becomes illiquid, the Fund may exceed its limit on such investments. In this case, the Fund will consider appropriate steps to bring the Fund’s holdings back under the limit.

 

Restricted Securities Risk — Restricted securities are securities that cannot be offered for public resale unless registered under the applicable securities laws or that have a contractual restriction that prohibits or limits their resale. They may

 

16



 

include private placement securities that have not been registered under the applicable securities laws. Restricted securities may not be listed on an exchange and may have no active trading market.

 

Restricted securities may be illiquid. The Fund may be unable to sell them on short notice or may be able to sell them only at a price below current value. Also, the Fund may get only limited information about the issuer of a restricted security, so it may be less able to predict a loss. In addition, if Fund management receives material nonpublic information about the issuer, the Fund may as a result be unable to sell the securities.

 

New Fund Risk - The Fund is a new fund which may result in additional risk. There can be no assurance that the Fund will grow to an economically viable size, in which case the Fund may cease operations. In such an event, investors may be required to liquidate or transfer their investments at an inopportune time.

 

ETF Risk and ETN Risk -  An investment in an exchange traded fund (“ETF”) generally presents the same primary risks as an investment in a fund that is not exchange-traded that has the same investment objectives, strategies and policies as the ETF.  ETF investments are also subject to the risk that the ETF may fail to accurately track the market segment or index that underlies its investment objective; more frequent price fluctuations, resulting in a loss to the Fund; the risk that the ETF may trade at a price that is lower than its NAV; and the risk that an active market for the ETF’s shares may not develop or be maintained.  ETFs are also subject to specific risks depending on the nature of the ETF, such as liquidity risk, sector risk, and foreign and emerging market risk, as well as risks associated with fixed income securities, real estate investments and commodities.  An investment in an ETF presents the risk that the ETF may no longer meet the listing requirements of any applicable exchanges on which the ETF is listed. The Fund will indirectly pay a proportional share of the asset-based fees of the ETFs in which the Fund invests.

 

Exchange traded notes (“ETNs”) are a type of unsecured, unsubordinated debt security that have characteristics and risks similar to those of fixed-income securities and trade on a major exchange similar to shares of ETFs. Unlike other types of fixed income securities, however, the performance of ETNs is based upon that of a market index or other reference asset minus fees and expenses, no coupon payments are made and no principal protection exists.  The value of an ETN may be affected by time to maturity, level of supply and demand for the ETN, volatility and lack of liquidity in underlying commodities or securities markets, changes in the applicable interest rates, changes in the issuer’s credit rating and economic, legal, political or geographic events that affect the referenced commodity or security. The Fund’s ability to sell its ETN holdings also may be limited by the availability of a secondary market and the Fund may have to sell such holdings at a discount. ETNs also are subject to counterparty credit risk, fixed-income risk and tracking error risk (where the ETN’s performance may not match or correlate to that of its market index). ETNs also incur certain expenses not incurred by their applicable index.

 

Other Investment Companies - Restrictions on Investments.  Investments in securities of other investment companies, including ETFs, are generally subject to  

 

17



 

limitations prescribed by the Investment Company Act of 1940, as amended (the “1940 Act”) and its rules, and applicable SEC staff interpretations or applicable exemptive relief granted by the SEC.  Such investments subject the Fund to the risks that apply to the other investment company and may increase the Fund’s expenses to the extent it pays fees charged by the other investment company.

 

Use as Underlying Fund Risk

 

The Fund may be an investment (an “Underlying Fund”) of one or more fund of funds. The term “fund of funds” refers to a mutual fund that pursues its investment objective by investing primarily in other mutual funds.

 

Risks Related to the Fund of Funds Structure for Underlying Funds:

 

·                  A fund-of-funds structure could increase or decrease gains and could affect the timing, amount and character of distributions to you from the fund for investments you make directly in the fund.

·                  The Fund, as an Underlying Fund, may experience relatively large redemptions or investments as the fund of funds periodically reallocates or rebalances its assets. These transactions may cause the Fund to sell securities to meet such redemptions, or to invest in cash, at times it would not otherwise do so, and may as a result increase transaction costs and adversely affect Fund performance.

 

Use of Cash or Money Market Investments

 

The Fund may invest some or all of its assets in cash, high quality money market instruments (including, but not limited to U.S. government securities, bank obligations, commercial paper and repurchase agreements involving the foregoing securities) and shares of money market investment companies for temporary defensive purposes in response to adverse market, economic or political conditions.  In addition, the Fund may invest some of its assets in these instruments to maintain liquidity or in response to atypical circumstances such as unusually large cash inflows or redemptions.  Under such conditions, the Fund may not invest in accordance with its investment objective or principal investment strategy and, as a result, there is no assurance that the Fund will achieve its investment objective, and may lose the benefit of market upswings.

 

About The Fund’s Investment Objective

 

The Fund’s investment objective may be changed by the Fund’s Board without approval of the shareholders of the Fund.  The Fund’s prospectus will be updated prior to any change in the Fund’s investment objective.

 

Consequences of Portfolio Trading Practices

 

The Fund may have a relatively high portfolio turnover and may, at times, engage in short-term trading.  Such activity could produce higher brokerage expenses for the Fund and higher taxable distributions to the Fund’s shareholders and therefore could adversely affect the Fund’s performance.  The Fund is not managed to achieve a particular tax result for shareholders.  Shareholders should consult their own tax advisor for individual tax advice.

 

18



 

Investment Policies

 

The Fund has a name which suggests a focus on a particular type of investment. In accordance with Rule 35d-1 under the 1940 Act, the Fund has adopted a policy that it will, under normal circumstances, invest at least 80% of the value of its net assets, plus the amount of any borrowings for investment purposes, in municipal securities whose interest is exempt from federal income tax. This requirement is applied at the time the Fund invests its assets. If, subsequent to an investment by the Fund, this requirement is no longer met, the Fund’s future investments will be made in a manner that will bring the Fund into compliance with this requirement.  The Fund’s policy to invest at least 80% of its assets in such a manner is a “fundamental” one, which means that it may not be changed without the vote of a majority of the Fund’s outstanding shares as defined in the 1940 Act.

 

Additional Investment Strategies and Risks

 

The Fund may invest in various securities and engage in various investment techniques that are not the principal focus of the Fund and, therefore, are not described in this prospectus.  These securities and techniques, together with their risks, are discussed in the Fund’s Combined SAI, which may be obtained free of charge by contacting the Fund (see back cover for address, phone number and website address).

 

Disclosure of Portfolio Holdings

 

Each Hartford Fund will publicly disclose its complete month-end portfolio holdings, excepting certain de minimis or short-term investments, on the Funds’ web site at www.hartfordfunds.com no earlier than 25 calendar days after the end of each month, except: (a) each Fund that is a “fund of funds” will publicly disclose its complete month-end portfolio holdings of Underlying Funds in which it invests (and the percentage invested in each) no earlier than 15 calendar days after the end of that month; and (b) a Fund that has a wholly owned subsidiary will publicly disclose its direct holdings and the holdings of its subsidiary (as if held directly) no earlier than 25 calendar days after the end of each month.

 

Each Fund (other than the Alternative Strategies Fund and the funds of funds) also will publicly disclose on its web site its largest ten holdings (in the case of equity funds) or largest ten issuers (in the case of fixed income funds) in which it invests (and the percentage invested in each) no earlier than 15 calendar days after the end of each month, except: (1) if a Fund is a “balanced fund” or “multi asset” fund (i.e., a fund that invests in both equity and fixed income securities), the Fund will publicly disclose its largest ten fixed income holdings and largest ten equity holdings (and the percentage invested in each holding); and (2) if a Fund has a wholly owned subsidiary, it will determine its largest ten holdings as if the Fund directly held the securities of its subsidiary.

 

A description of the Funds’ policies and procedures with respect to the disclosure of the Funds’ portfolio securities is available in the Funds’ SAI.

 

19



 

THE INVESTMENT MANAGER AND SUB-ADVISER

 

The Investment Manager

 

The Fund’s Investment Manager is the investment manager to each Hartford Fund. The Investment Manager is an indirect subsidiary of The Hartford Financial Services Group, Inc. (“The Hartford”), a Connecticut-based financial services company.  Excluding affiliated fund of funds, as of March 31, 2015, the Investment Manager had approximately $96.0 billion (or $75.7 billion additionally excluding certain annuity products) in discretionary and non-discretionary assets under management.  The Investment Manager is responsible for the management of the Fund and supervises the activities of the investment sub-adviser described below.  The Investment Manager is principally located at 5 Radnor Corporate Center, Suite 300, 100 Matsonford Road, Radnor, Pennsylvania 19087.

 

The Investment Manager relies on an exemptive order from the Securities and Exchange Commission (“SEC”) under which it uses a “Manager of Managers” structure. The Investment Manager has responsibility, subject to oversight by the Board of Directors, to oversee the sub-adviser and recommend its hiring, termination and replacement.  The exemptive order permits the Investment Manager to appoint a sub-adviser not affiliated with the Investment Manager with the approval of the Board of Directors and without obtaining approval from the Fund’s shareholders. Within 90 days after hiring any new sub-adviser, the Fund’s shareholders will receive information about the new sub-advisory relationship.

 

The Investment Sub-Adviser

 

Wellington Management serves as the Fund’s sub-adviser and provides day-to-day management for the Fund’s portfolio.  Wellington Management is a Delaware limited liability partnership with principal offices at 280 Congress Street, Boston, Massachusetts 02210.  Wellington Management is a professional investment counseling firm that provides investment services to investment companies, employee benefit plans, endowments, foundations, and other institutions. Wellington Management and its predecessor organizations have provided investment advisory services for over 80 years. Wellington Management is owned by the partners of Wellington Management Group LLP, a Massachusetts limited liability partnership.  As of March 31, 2015, Wellington Management had investment management authority with respect to approximately $939 billion in assets.

 

Portfolio Managers.  The Fund’s SAI provides additional information about the portfolio managers’ compensation, other accounts managed by the portfolio managers and the portfolio managers’ ownership of securities in the Fund.

 

Brad W. Libby, Managing Director and Fixed Income Portfolio Manager/Credit Analyst of Wellington Management, has served as portfolio manager of the Fund since 2015. Mr. Libby joined Wellington Management as an investment professional in 2010. Prior to joining Wellington Management, Mr. Libby was an investment professional with Putnam Investments (1996 to 2009).

 

20



 

Timothy D. Haney, CFA, Senior Managing Director and Fixed Income Portfolio Manager of Wellington Management, has served as portfolio manager of the Fund since 2015. Mr. Haney joined Wellington Management as an investment professional in 2005.

 

Soft Dollar Practices

 

The sub-adviser is responsible for the day-to-day portfolio management activities of the Fund, including effecting securities transactions. To the extent consistent with Section 28(e) of the Securities Exchange Act of 1934 (the “1934 Act”), the sub-adviser may obtain “soft dollar” benefits in connection with the execution of transactions for the Fund. The sub-adviser may cause the Fund to pay a broker-dealer an amount in excess of the amount that another broker-dealer would have charged for the same transaction, in exchange for “brokerage and research services” (as defined in the 1934 Act). Neither the management fees nor the sub-advisory fees are reduced because the sub-adviser receives these products and services. These products and services may be of value to the sub-adviser in advising its clients (including the Fund), although not all of these products and services are necessarily useful and of value in managing the Fund. These products and services may include research reports, access to management personnel, financial newsletters and trade journals, seminar and conference fees, quantitative analytical software, data services, communication services relating to (or incidental to) the execution, clearing and settlement of securities transactions, post-trade services relating to functions incidental to trade execution, and other products and services that are permitted under Section 28(e), as interpreted by the SEC from time to time. In certain instances, these products and services may have additional uses that are not related to brokerage or research. For such “mixed use” items, in accordance with SEC guidance, the sub-adviser will make a reasonable allocation of the cost of the item according to its expected use, and will pay for that portion of the item that does not have a brokerage or research-related component out of its own pocket.

 

MANAGEMENT FEE.  The Fund pays a monthly management fee to the Investment Manager at the annual rate, based on the Fund’s average daily net asset value, shown below.

 

The management fee set forth in the Fund’s investment advisory agreement is 0.350% of the first $500 million, 0.300% of the next $500 million, 0.290% of the next $1.5 billion, 0.285% of the next $2.5 billion, and 0.280% in excess of $5 billion annually of the Fund’s average daily net assets.  The Investment Manager pays a sub-advisory fee to Wellington Management out of its advisory fee.

 

A discussion regarding the basis for the Board of Directors’ approval of the investment management agreement for the Fund with the Investment Manager, as well as the investment sub-advisory agreement between the Investment Manager and the Fund’s sub-adviser, will be available in the Fund’s annual report to shareholders for the fiscal year ended October 31, 2015.

 

ACQUIRED FUND FEES AND EXPENSES.  The Fund will indirectly bear a pro rata share of fees and expenses incurred by the investment companies in which the Fund is invested.  The Fund’s pro rata portion of the cumulative expenses charged

 

21



 

by the investment companies is calculated as a percentage of the Fund’s average net assets.  The pro rata portion of the cumulative expenses may be higher or lower depending on the allocation of the Fund’s assets among the investment companies and the actual expenses of the investment companies.

 

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CLASSES OF SHARES

 

The Fund offers for sale three classes of shares: Class A, Class C and Class I.

 

Investor Requirements.

 

This section describes investor requirements for each class of shares offered by Hartford Funds.  The Fund may, in its sole discretion, modify or waive the eligibility requirements for purchases of any class of its shares.

 

Class A and Class C Shares — Class A and Class C shares are generally available for purchase by all investors.  However, Class A shares are not generally available to retirement plans.

 

Class I Shares — Class I shares are only offered:

 

·                  through advisory fee-based wrap programs sponsored by financial intermediaries, such as brokerage firms, investment advisers, financial planners, third-party administrators, insurance companies, and any other institutions that have a selling, administration or any similar agreement with the Fund, whose use of Class I shares will depend on the structure of the particular advisory fee-based wrap program, and

 

·                  to current or retired officers, directors and employees (and their families, as defined below under “Accumulation Privilege”) of the Fund, The Hartford, the sub-advisers to Hartford Funds, Hartford Administrative Services Company, and their affiliates.

 

These eligible investors may purchase Class I shares, which are offered at net asset value without any sales charge or any distribution or service fee.  Ineligible investors who select Class I shares will be issued Class A shares.  Class A shares are subject to a front-end sales charge and a distribution and service fee unless an investor qualifies for the waiver of the Class A front-end sales charge.

 

Choosing a Share Class

 

Each share class has its own cost structure, allowing you to choose the one that best meets your needs. For estimated expenses of each share class, see the Fund information earlier in this prospectus. Your financial representative can help you decide.

 

In making your decision regarding which share class may be best for you to invest in, please keep in mind that your financial representative or plan administrator may receive different compensation depending on the share class you buy and different share classes may offer you different services. You should consult with your financial intermediary about the comparative pricing and features of each share class, the services available for shareholders in each share class, the compensation that your financial intermediary will receive in connection with each share class and other factors that may affect your decision about the best share class to buy.

 

Each class, except Class I, has adopted a Rule 12b-1 plan that allows that class to pay distribution and service fees for the sale and distribution of its shares and for providing services to shareholders. Because these fees are paid out of the Fund’s

 

23



 

assets on an ongoing basis, over time these fees will increase the cost of your investment and may cost you more than paying other types of sales charges.

 

 

 

Sales Charge

 

Deferred Sales
Charge (Load)

 

Distribution
and Services
(12b-1) Fees(1)

 

Administrative
Fee(1)

 

Class A

 

Described under the subheading “How Sales Charges are Calculated”

 

Described under the subheading “How Sales Charges are Calculated”

 

0.25

%

None

 

Class C(2)

 

None

 

1.00% on shares sold within one year of purchase

 

1.00

%

None

 

Class I

 

None

 

None

 

None

 

None

 

 


(1)         As a percentage of the Fund’s average net assets.

(2)         No automatic conversion to Class A shares, so annual expenses continue at the Class C level throughout the life of your investment.

 

How Sales Charges Are Calculated

 

Class A shares pay sales charges and commissions to dealers for the Fund as follows. The offering price includes the front-end sales charge.

 

YOUR INVESTMENT

 

As a % of
Offering Price

 

As a % of Net
Investment

 

Dealer
Commission-As
Percentage of
Offering Price

 

Less than $50,000

 

4.50

%

4.71

%

3.75

%

$ 50,000 – $ 99,999

 

4.00

%

4.17

%

3.50

%

$100,000 – $249,999

 

3.50

%

3.63

%

3.00

%

$250,000 – $499,999

 

2.50

%

2.56

%

2.00

%

$500,000 – $999,999

 

2.00

%

2.04

%

1.75

%

$1 million or more(1)

 

0

%

0

%

0

%

 


(1)         Investments of $1 million or more in Class A shares may be made with no front-end sales charge. However, if you qualify to purchase your Class A shares without any sales charge and you redeem those shares within 18 months of the purchase, you may pay a contingent deferred sales charge (CDSC) of 1.00% on any Class A shares sold. For purposes of this CDSC, all purchases made during a calendar month are counted as having been made on the first day of that month. The amount of any  CDSC is based on the lesser of the original purchase cost or the current market value of the shares being sold and is not charged on shares you acquired by reinvesting your dividends and capital gains distributions. To keep your CDSC as low as possible, each time you place a request to sell shares, we will first sell any shares in your account that are not subject to a CDSC.

 

In order to determine the dollar amount of the sales charges you pay, we multiply the applicable percentage by the dollar amount of your desired investment. The total dollar amount of the sales charge is rounded to two decimal places using standard rounding criteria and is included in the public offering price of the Fund.  Your total purchase amount is then divided by the Fund’s per share public offering price to determine the number of shares you receive in the Fund. This number is rounded to three decimal places using standard rounding criteria.  Because of

 

24



 

rounding discussed above, the front-end sales charge you pay, when expressed as a percentage of the offering price, may be higher or lower than the amount as stated in the Fund’s fee table (as illustrated in the table above).

 

For example, you want to invest $100.00 in Class A shares of a Fund. Assume the shares have a public offering price of $15.72 (includes front-end sales charge), a total net asset value of $14.86, and a front-end sales charge of 5.5%.  The total dollar amount of the sales charge would be $5.48; the total net asset value of the shares purchased would be $94.52; and the total number of shares purchased would equal 6.361 shares.  Therefore, the calculated sales charge rate is 5.48% (sales charge paid divided by the net investment). Please note that this example is a hypothetical and is not intended to represent the value of any Hartford Fund.

 

The distributor may pay up to the entire amount of the sales commission to particular broker-dealers. The distributor may pay dealers of record commissions on purchases of over $1 million in an amount of up to 1.00% on the first $10 million, 0.50% of the next $30 million, 0.25% of share purchases over $40 million. This commission schedule may also apply to certain sales of Class A shares made to investors that qualify under any of the last four categories listed under “Waivers for Certain Investors.”

 

Class C deferred sales charges are listed below.  No CDSC is charged on shares acquired through reinvestment of dividends and capital gains distributions. The CDSC is based on the original purchase cost or the current market value of the shares being sold, whichever is less. A front-end sales charge is not assessed on Class C shares.

 

YEARS AFTER PURCHASE

 

CDSC

 

1st year

 

1.00

%

After 1 year

 

None

 

 

For purposes of the Class C CDSC, all purchases made during a calendar month are counted as having been made on the first day of that month. To determine whether a CDSC applies, the Fund redeems shares in the following order: (1) shares acquired through reinvestment of dividends and capital gains distributions, and (2) shares held over 1 year.  Please note that for purposes of the expense examples shown in this prospectus, the figures include the effect of Class C CDSC as if it had been incurred prior to the expiration of the applicable period.

 

When requesting a redemption, the amount withdrawn from your account will equal the specified dollar amount of the redemption request plus the dollar amount of any applicable CDSC.  If you do not want any additional amount withdrawn from your account to cover the CDSC due, please indicate that the applicable CDSC should be withdrawn from the total distribution amount requested.

 

Proceeds from the CDSC are paid to the distributor and are used in whole or in part by the distributor to defray its expenses related to providing distribution-related services to the Fund in connection with the sale of the Class A and Class C shares, such as the payment of compensation to select selling brokers for selling these classes of shares. The combination of the CDSC and the distribution and service fees facilitates the ability of the Fund to sell the Class C shares without a front-end

 

25



 

sales charge being deducted, and to sell Class A shares with a 2.00%, 3.00%, 4.50% or 5.50% maximum sales charge, as applicable, at the time of the purchase.

 

Although the Fund does not charge a transaction fee, you may be charged a fee by brokers or financial intermediaries for the purchase or sale of the Fund’s shares through that broker or financial intermediary. This transaction fee is separate from any sales charge that the Fund may apply.

 

Sales Charge Reductions And Waivers

 

Reducing Your Class A Sales Charges There are several ways you can combine multiple purchases of shares of the Fund to take advantage of the breakpoints in the Class A shares’ sales charge schedule. Please note that you or your broker must notify the Fund’s transfer agent that you are eligible for these breakpoints every time you have a qualifying transaction.

 

·                  Accumulation Privilege — permits any qualifying investor to purchase Class A shares of any Hartford Fund (other than series of Hartford Series Fund, Inc. and Hartford HLS Series Fund II, Inc. (“Hartford HLS Funds”)) and 529 college savings plan accounts administered by The Hartford at the offering price that applies to the total of:  (a) the dollar amount then being purchased plus (b) an amount equal to the then-current, as of the business day immediately prior to such purchases, net asset value of the purchaser’s holdings of all shares (other than Class R3, Class R4, Class R5 and Hartford HLS Funds) and 529 college savings plan accounts administered by The Hartford. For purposes of this Privilege, a qualifying investor may include all shares owned by family members and for accounts opened on or after August 16, 2004, a family member is the owner’s spouse (or legal equivalent recognized under state law) and any children under 21.  For accounts opened before August 16, 2004, please see the SAI for more information.  Employer-sponsored retirement plans or certain tax qualified retirements accounts may also receive these breakpoints as long as the Fund’s transfer agent or the financial intermediary is notified at the time of purchase.  The Accumulation Privilege may be amended or terminated at any time as to subsequent purchases.

 

·                  Letter Of Intent — lets you purchase Class A shares of the Fund over a 13-month period and receive the same sales charge as if all shares had been purchased at once.  Any person may use a Letter of Intent (“LOI”) to qualify for a reduced sales charge on purchases of Class A shares.  Please note: (i) retirement plans that receive breakpoints at the plan level do not qualify for the LOI privilege and (ii) Class A shares acquired through the reinvestment of distributions do not constitute purchases for purposes of the LOI.  A Class A shareholder may include, as an accumulation credit towards the completion of an LOI, the value of all shares of all funds of The Hartford Mutual Funds, Inc., The Hartford Mutual Funds II, Inc. and 529 college savings plan accounts administered by The Hartford owned by the shareholder as described above under “Accumulation Privilege.”  Such value is determined based on the public offering price on the date of the LOI. During the term of a LOI, the Fund’s transfer agent will hold shares in escrow to secure payment of the higher sales charge applicable for shares

 

26



 

actually purchased if you do not purchase the amount indicated on the LOI.  Dividends and capital gains will be paid on all escrowed shares and these shares will be released when the amount indicated on the LOI has been purchased.  A LOI does not obligate you to buy or the Fund to sell the indicated amount of the LOI.  If a Class A shareholder exceeds the amount specified in the LOI and reaches an amount that would qualify for a further quantity discount, the applicable breakpoints in the Class A shares’ sales charge schedule will be applied to such additional Class A share purchases.  Any resulting difference in offering price will be used to purchase additional Class A shares for the shareholder’s account at the applicable offering price.  If the Class A shareholder does not purchase the amount specified in the LOI within thirty days after a written request by the Fund’s transfer agent, the Fund’s transfer agent will redeem an appropriate number of escrowed shares for an amount equal to the difference between the sales charge paid and the sales charge that would have been paid had the aggregate purchases been made at a single time.  This redemption may be treated and reported as a taxable transaction to you, as discussed in the “Fund Distributions and Tax Matters” section of this prospectus.  Purchases based on a LOI may include holdings as described above under “Accumulation Privilege.”  Additional information about the terms of the LOI is available from your registered representative or from the Fund’s transfer agent at 1-888-843-7824.

 

Waivers For Certain Investors

 

Front-End Sales Charge.  The Class A shares front-end sales charge may be reduced or waived for the following individuals and institutions:

 

·                  selling broker-dealers and their employees and sales representatives (and their families, as defined above under the “Accumulation Privilege” section) provided, however, that only those employees of such broker-dealers who, as a part of their usual duties, provide services related to transactions in Fund shares shall qualify,

 

·                  financial representatives utilizing Fund shares in fee-based investment products under a signed agreement with the Fund,

 

·                  current or retired officers, directors and employees (and their families, as defined above under the “Accumulation Privilege” section) of the Fund, The Hartford, the sub-advisers to Hartford Funds, Hartford Administrative Services Company, and their affiliates.  Such individuals may also purchase Class I shares at net asset value,

 

·                  welfare benefit plans investing in Fund shares through group variable funding agreements issued by Hartford Life Insurance Company,

 

·                  college savings programs that are qualified state tuition programs under Section 529 of the Internal Revenue Code, and

 

·                  investors purchasing through a financial intermediary that has entered into an agreement with the distributor to offer shares to self-directed investment brokerage accounts that may or may not charge a transaction fee to customers.

 

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In order to receive the sales charge reductions or waivers, you must notify the Fund’s transfer agent of the reduction or waiver request when you place your purchase order. The Fund’s transfer agent may require evidence of your qualification for such reductions or waivers. Additional information about the sales charge reductions or waivers can be obtained from the Fund’s transfer agent. The 1.00% CDSCs indicated above also may be waived where the distributor does not compensate the broker for the sale.

 

CDSC Waivers.  As long as the Fund’s transfer agent is notified at the time you sell, the CDSC for each applicable share class will generally be waived in the following cases:

 

·                  to make Systematic Withdrawal Plan payments that are limited annually to no more than 12% of the value of the account at the time the plan is initiated or updated.

 

·                  for death or disability.

 

·                  under reorganization, liquidation, merger or acquisition transactions involving other investment companies.

 

·                  under the following circumstances, for employer-sponsored retirement plans or tax qualified retirement accounts:

 

(1)               to return excess contributions,

 

(2)               hardship withdrawals as defined in employer-sponsored retirement plans,

 

(3)               under a Qualified Domestic Relations Order as defined in the Internal Revenue Code,

 

(4)               to meet minimum distribution requirements under the Internal Revenue Code,

 

(5)               to make “substantially equal payments” as described in Section 72(t) of the Internal Revenue Code, and

 

(6)               after separation from service.

 

·                  for Class C shares only, for withdrawals made pursuant to loans taken from qualified retirement plans.  Loans are defined by the retirement plan’s administrator at the time of the withdrawal.

 

Reinstatement Privilege

 

If you sell shares of the Fund, you may reinvest some or all of the proceeds in shares of the Fund or any other Hartford Fund within 90 days without a sales charge, as long as the Fund’s transfer agent is notified before you reinvest; except that, certain qualified plans may only reinvest as a rollover within 60 days of selling shares of the Fund.  In this case, once the 60 day rollover period has ended, such qualified plans may reinvest only those funds that do not exceed the maximum qualified plan contribution amount for their account in that given tax year.  If you sold Class A or C shares, you must reinvest in shares of the same class to take advantage of the reinstatement privilege.  If you paid a CDSC when you sold your

 

28



 

Class A or Class C shares, you will be credited with the amount of that CDSC.  All accounts involved must have the same registration.

 

Information about sales charges and sales charge reductions or waivers is available, free of charge, on the Fund’s website www.hartfordfunds.com.  The website includes hyperlinks that facilitate access to this information.

 

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HOW TO BUY AND SELL SHARES

 

IMPORTANT INFORMATION ABOUT PROCEDURES FOR OPENING A NEW ACCOUNT

 

To help the government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify, and record information that identifies each person who opens a new account. What does this mean for you?  When you open a new account, you will be asked to provide your name, residential address, date of birth, social security number and other information that identifies you. You may also be asked to show your driver’s license or other identifying documents.

 

For non-persons wishing to open an account or establish a relationship, Federal law requires us to obtain, verify and record information that identifies each business, entity or individual holding 25% or more ownership with that entity.  What does this mean for you?  When you open an account or establish a relationship, we will ask for your business name, a street address, a tax identification number and may request additional information pertaining to the entity.

 

We are also required to obtain information that identifies each authorized signer by requesting name, residential address, date of birth and social security number for each of your authorized signers.  We appreciate your cooperation.

 

If the Fund is not able to adequately identify you within the time frames set forth in the law, your shares may be automatically redeemed.  If the net asset value per share has decreased since your purchase, you will lose money as a result of this redemption.  You may also incur any applicable sales charge.

 

Of critical importance, is the location of those authorized to transact on an account at the time the transaction request is placed with the Fund.  In general, shareholders and authorized traders may only place trades with the Fund when physically in the U.S., a U.S. territory, stationed at a military base, or stationed at a U.S. Embassy.  The location of the authorized caller may be obtained on a recorded phone call or in writing.

 

Opening an Account

 

1.              Read this prospectus carefully.

 

2.              Determine how much you want to invest.  The minimum investment amounts are as follows:

 

·                  Class A, Class C and Class I shares – $2,000 for initial investments, at least $50 for subsequent investments; except Automatic Investment Plans, which require $250 to open and at least $50 per month invested in the Fund thereafter.

 

Minimum investment amounts may be waived for certain employer-sponsored retirement accounts and for proprietary wrap programs that are sponsored by broker-dealers or at the transfer agent’s discretion.

 

3.              Complete the appropriate parts of the account application including any reduced sales charge privileges you wish to request.  By applying for privileges now, you can avoid the delay and inconvenience of having to file an additional

 

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application if you want to add privileges later.  If you have questions and you hold shares through a financial representative or retirement plan, please contact your financial representative or plan administrator.  If you hold shares directly with the Fund, please call the transfer agent at 1-888-843-7824.

 

4.              Make your initial investment selection.  You or your financial representative can initiate any purchase, exchange or sale of shares.

 

Class C Shares Purchase Limits

 

Purchases of Class C shares are subject to a total account value limitation at the time of purchase of $999,999.  If your existing accounts for all share classes (except Class R3, Class R4 and Class R5) held with the distributor have a total value equal to $999,999, you will not be able to purchase Class C shares.  For the purpose of determining your total account value, existing accounts for all share classes (except Class R3, Class R4 and Class R5) held with the distributor that are linked under a Letter of Intent or Accumulation Privilege will be included.  Dealers and other financial intermediaries purchasing shares for their customers in omnibus accounts are responsible for compliance with these limits.  You should consult your financial adviser when choosing a share class.

 

Buying Shares

 

Class A and Class C Shares:

 

·                  On the Web (Class A and Class C only) — Visit www.hartfordfunds.com, select “Individual Investor” from the role drop-down menu at the top of the home page.  Then select Mutual Fund from the Account Access drop-down menu.  Enter your user name and password, and select Login.  First time users will need to create a user name and password by selecting the “Register” link.  Once you have added your banking information by selecting the Add Bank Instructions function, click on “View Account Details” for the appropriate account.  Select “Purchase Shares” from the “Select Action” menu, next to the Fund, and follow the instructions on the Purchase Shares Request pages to complete and submit the request.

 

·                  By Phone — To place your order, call the transfer agent at 1-888-843-7824 between 8 A.M. and 7 P.M. Eastern Time Monday through Thursday and between 8 A.M. and 6 P.M. Eastern Time on Friday.  Tell the transfer agent the Fund name, share class, account and the name(s) in which the account is registered and the amount of your investment.  Complete transaction instructions on a specific account must be received in good order and confirmed by Hartford Funds prior to 4 P.M. Eastern Time or the close of the New York Stock Exchange, whichever comes first. Any transaction on an account received after such time will receive the next business day’s offering price.  For your protection, telephone requests may be recorded in order to verify their accuracy.

 

·                  In Writing With a Check — Make out a check for the investment amount, payable to “Hartford Funds.”  Complete the application or detachable investment slip from an account statement, or write a letter of instruction specifying the Fund name and share class, account number and the

 

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name(s) in which the account is registered.  Deliver the check and your completed application, investment slip, or letter of instruction to your financial representative or plan administrator, or mail to:

 

Hartford Funds

P.O. Box 55022

Boston, MA 02205-5022

 

Or by overnight mail to:

Hartford Funds

30 Dan Road, Suite 55022

Canton, MA 02021-2809

 

·                  By Wire - For complete instructions on how to purchase shares of Hartford Funds by wire, contact Hartford Funds at 1-888-843-7824.

 

Class I — As previously mentioned, Class I shares are offered:

 

·                  through advisory fee-based wrap programs sponsored by financial intermediaries and any other institutions that have agreements with the Fund, whose use of Class I shares will depend on the structure of the particular advisory fee-based wrap program, and

 

·                  to current or retired officers, directors and employees (and their families, as defined above under “Accumulation Privilege”) of the Fund, The Hartford, the sub-advisers to Hartford Funds, Hartford Administrative Services Company, and their affiliates.

 

Your initial investment must meet the minimum requirement of $2,000 (except the minimum amount is $250 for Automatic Investment Plans).  See your financial representative for any questions regarding buying shares through the advisory fee-based wrap program.

 

Selling Shares

 

Class A and Class C Shares:

 

·                  On the Web— Visit www.hartfordfunds.com, select “Individual Investor” from the role drop-down menu at the top of the home page.  Then select Mutual Fund from the Account Access drop-down menu.  Enter your user name and password, and select Login.  First time users will need to create a user name and password by selecting the “Register” link.  Click on “View Account Details” for the appropriate account.  Select “Redeem” from the “Select Action” menu, next to the Fund.  To redeem to your bank account, bank instructions must be submitted to the transfer agent in writing. Bank instructions added online are only available for purchases.  Follow the instructions on the Redeem Request pages to complete and submit the request.  Because of legal and tax restrictions on withdrawals from retirement accounts, you will not be allowed to enter a redemption request for these types of accounts online.

 

·                  By Phone — Only non-retirement accounts or IRA plans may redeem by telephone, and sales are restricted to up to $50,000 per shareowner per market day.  To place your order, call the transfer agent at 1-888-843-

 

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7824 between 8 A.M. and 7 P.M. Eastern Time Monday through Thursday and between 8 A.M. and 6 P.M. Eastern Time on Friday.  Complete transaction instructions on a specific account must be received in good order and confirmed by Hartford Funds prior to 4 P.M. Eastern Time or the close of the New York Stock Exchange, whichever comes first.  Any transaction on an account received after such time will receive the next business day’s offering price.  For automated service 24 hours a day using your touch-tone phone, call 1-888-843-7824.  For your protection, telephone requests may be recorded in order to verify their accuracy.  Proceeds from telephone transactions may be either mailed to the address of record, or sent electronically to a bank account on file.  Also, for your protection, telephone redemptions are limited on accounts whose addresses or bank instructions have been added or changed within the past 15 days.  For circumstances in which you need to request to sell shares in writing, see “Selling Shares By Letter or Form.”

 

·                  By Electronic Funds Transfer (EFT) or Wire — For Class A and Class C shares, fill out the “Bank Account or Credit Union Information” section of your new account application or the “Mutual Fund Bank or Credit Union Information Form” to add bank instructions to your account.  EFT transactions may be sent for amounts of $50 or more.  Funds from EFT transactions are generally available by the third to fifth business day.  Wire transfers are available upon request for amounts of $500 or more and will be wired on the next business day.  Your bank may charge a fee for these services.  For your protection, EFT and wire transactions may not be sent to bank instructions that have been added to an account within the past 15 days.

 

·                  By Letter or Form — In certain circumstances, you will need to make your request to sell shares in writing.  Forms may be obtained by calling the transfer agent at 1-888-843-7824 or through the website at www.hartfordfunds.com.  A check will be mailed to the name(s) and address in which the account is registered or otherwise according to your letter of instruction.  To redeem, write a letter of instruction indicating: the Fund name, the account number, the share class, the name(s) in which the account is registered, your date of birth, your residential address, your daytime phone number, your social security number, and the dollar value or the number of shares you wish to sell.  Include all authorized signatures and obtain a Medallion signature guarantee if:  you are requesting payment by check of more than $1,000 to an address of record or bank instructions that have been added or  changed within the past 15 days; you are selling more than $100,000 worth of shares; you are requesting an initial distribution from an Automatic 401k Rollover IRA; or you are requesting payment other than by check mailed to the address of record and payable to the registered owner(s).  For an Automatic 401k Rollover IRA a completed Form W-9, Request for Taxpayer Identification Number and Certification, is required along with a Medallion signature guarantee.  Deliver these instructions to your financial representative or plan administrator, or mail or fax to the address below.

 

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Please note that a notary public CANNOT provide a Medallion signature guarantee.  Please check with a representative of your bank or other financial institution about obtaining a Medallion signature guarantee.

 

For the following types of accounts, if you are selling Class A or Class C shares by letter, you must provide the following additional documentation:

 

·                  IRAs (SAR-SEP, ROTH, SEP, SIMPLE, TRADITIONAL) — Signatures and titles of all persons authorized to sign for the account, exactly as the account is registered; indicate the amount of income tax withholding to be applied to your distribution, and the reason for the distribution.

 

·                  Automatic 401k Rollover IRAs — Signatures, Medallion signature guarantee, and titles of all persons authorized to sign for the account, exactly as the account is registered; indicate the amount of income tax withholding to be applied to your distribution and the reason for the distribution.

 

·                  403(b) — 403(b) Distribution Request Form.

 

·                  Owners Or Trustees Of Trust Accounts — Call 1-888-843-7824 for instructions.

 

·                  Administrators, Conservators, Guardians, and Other Sellers in Situations of Divorce or Death — Call 1-888-843-7824 for instructions.

 

Class I — You may redeem your shares by having your plan administrator, financial intermediary or financial representative process your redemption.  Your plan administrator, financial intermediary or financial representative will be responsible for furnishing all necessary documents to the Fund and may charge you for this service.

 

ADDRESSES

 

Send Requests And Materials To:

Hartford Funds
P.O. Box 55022

Boston, MA 02205-5022
FAX: 1-888-802-0039

Or By Overnight Mail To:

Hartford Funds
30 Dan Road, Suite 55022
Canton, MA 02021-2809

Phone Number:

1-888-843-7824 or contact your financial representative or plan administrator for instructions and assistance.

 

Exchanging Shares

 

You may exchange one class of shares of the Fund for shares of the same class of any other Hartford Fund if such share class is available.

 

Call your plan administrator, financial intermediary, financial representative or the transfer agent at the number below to request an exchange, for any questions regarding exchanging shares, or to obtain a current prospectus for the Hartford Fund into which you are exchanging.  If you are a Class A or Class C shareholder, you may also:

 

·                  Exchange shares on the web by clicking on “View Account Details” for the appropriate account, selecting “Exchange” from the “Select Action” menu next to the Hartford Fund you want to exchange from, and following the instructions on the Exchange Request pages to complete and submit the request.

 

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·                  Write a letter of instruction indicating the fund names, share class, dollar/share amount, account number, the name(s) in which the accounts are registered, and your signature, and deliver these instructions to your financial representative or plan administrator, or mail or fax to the address listed below.

 

The registration for both accounts involved in the exchange must be identical. The minimum amount when exchanging Class A or Class C shares for a new Hartford Fund is $2,000 per fund ($5,000 for The Hartford Global All-Asset Fund, The Hartford Global Alpha Fund, The Hartford Global Real Asset Fund, The Hartford Emerging Markets Local Debt Fund, Hartford Long/Short Global Equity Fund and Hartford Real Total Return Fund) except the minimum amount for Automatic Investment Plans is $250.  You must retain at least $1,000 in the Fund from which you exchange ($50 for a monthly Automatic Investment Plan).

 

You may be subject to tax liability or sales charges as a result of your exchange.  Please see the section of the statutory prospectus entitled “Fund Distributions and Tax Matters — Taxability Of Transactions” for more information.

 

The Fund reserves the right in its sole discretion to amend or terminate the exchange privilege at any time, for any reason.

 

ADDRESSES

 

Send Inquiries And Payments To:

Hartford Funds
P.O. Box 55022

Boston, MA 02205-5022
FAX: 1-888-802-0039

Or By Overnight Mail To:

Hartford Funds

30 Dan Road, Suite 55022
Canton, MA 02021-2809

Phone Number:

1-888-843-7824 or contact your financial representative or plan administrator for instructions and assistance.

 

NOTE FOR RETIREMENT PLAN PARTICIPANTS AND INVESTORS WHOSE SHARES ARE HELD BY FINANCIAL REPRESENTATIVES

 

If you hold your shares through a retirement plan or if your shares are held with a financial representative you will need to make transactions through the retirement plan administrator or your financial representative.  Some of the services and programs described in this prospectus may not be available or may differ in such circumstances.  You should check with your retirement plan administrator or financial representative for further details.

 

Valuation of Shares

 

The net asset value per share (NAV) is determined for each class of the Fund’s shares as of the close of regular trading on the New York Stock Exchange (the “Exchange”) (normally 4:00 p.m. Eastern Time) (the “NYSE Close”) on each day that the Exchange is open (“Valuation Date”). If the Exchange is closed due to weather or other extraordinary circumstances on a day it would typically be open for business, the Fund may treat such day as a typical business day and accept purchase and redemption orders and calculate the Fund’s NAV in accordance with applicable law.  The net asset value for each class of shares is determined by dividing the value of the Fund’s net assets attributable to a class of shares by the number of shares outstanding for that class.  Information that becomes known to

 

35



 

the Fund after the NAV has been calculated on a particular day will not generally be used to retroactively adjust the NAV determined earlier that day.

 

For purposes of calculating the NAV, portfolio securities and other assets held in the Fund’s portfolio for which market prices are readily available are valued at market value.  Market value is generally determined on the basis of last reported trade prices or official close price.  If no trades were reported, market value is based on prices obtained from a quotation reporting system, established market makers, or independent pricing services.  If market prices are not readily available or are deemed unreliable, the Fund will use the fair value of the security or other instrument as determined in good faith under policies and procedures established by and under the supervision of the Board of Directors of The Hartford Mutual Funds, Inc. (the “Company”).  Market prices are considered not readily available where there is an absence of current or reliable market-based data (e.g., trade information or broker quotes), including where events occur after the close of the relevant market, but prior to the NYSE Close that materially affect the values of the Fund’s portfolio holdings or assets.  In addition, market prices are considered not readily available when, due to extraordinary circumstances, the exchanges or markets on which the securities or other instruments trade, do not open for trading for the entire day and no other market prices are available.  In addition, prices of foreign equities that are principally traded on certain foreign markets are adjusted daily pursuant to a fair value pricing service approved by the Board of Directors in order to reflect an adjustment for the factors occurring after the close of certain foreign markets but before the NYSE Close.  Securities or other instruments  that are primarily traded on foreign markets may trade on days that are not business days of the Fund. The value of the foreign securities or other instruments in which the Fund invests may change on days when a shareholder will not be able to purchase or redeem shares of the Fund. Fair value pricing is subjective in nature and the use of fair value pricing by the Fund may cause the NAV of its shares to differ significantly from the NAV that would have been calculated using market prices at the close of the exchange on which a portfolio holding is primarily traded. There can be no assurance that the Fund could obtain the fair value assigned to an investment if the Fund were to sell the investment at approximately the time at which the Fund determines its NAV.

 

Fixed income investments (other than short-term obligations and senior floating rate interests) and non-exchange traded derivatives held by the Fund are normally valued on the basis of quotes obtained from brokers and dealers or independent pricing services in accordance with procedures established by the Company’s Board of Directors.  Prices obtained from independent pricing services use information provided by market makers or estimates of market values obtained from yield data relating to investments or securities with similar characteristics.  Senior floating rate interests generally trade in over-the-counter (“OTC”) markets and are priced through an independent pricing service utilizing independent market quotations from loan dealers or financial institutions. Generally, the Fund may use fair valuation in regard to fixed income positions when the Fund holds defaulted or distressed investments or investments in a company in which a reorganization is pending. Short term investments maturing in 60 days or less are generally valued at amortized cost if their original term to maturity was 60 days or

 

36



 

less, or by amortizing their value on the 61st day prior to maturity, if the original term exceeded 60 days.

 

Exchange traded futures are valued at the settlement price determined by the relevant exchange as of the NYSE Close. Exchange traded options and options on futures are valued at the last trade price or mean of the bid and ask prices as of the NYSE Close.  If such instruments do not trade on an exchange, values may be supplied by an independent pricing service using a formula or other objective method that may take into consideration the style, direction, expiration, strike price, notional value and volatility or other adjustments.

 

Investments valued in currencies other than U.S. dollars are converted to U.S. dollars using exchange rates obtained from independent pricing services for calculation of the NAV.  As a result, the NAV of the Fund’s shares may be affected by changes in the value of currencies in relation to the U.S. dollar.  The value of securities or other instruments traded in markets outside the United States or denominated in currencies other than the U.S. dollar may be affected significantly on a day that the NYSE is closed and the market value may change on days when an investor is not able to purchase, redeem or exchange shares of the Fund.

 

Foreign currency contracts represent agreements to exchange currencies on specific future dates at predetermined rates.  Foreign currency contracts are valued using foreign currency exchange rates and forward rates as provided by an independent pricing service on the Valuation Date.

 

Investments in open-end mutual funds are valued at the respective NAV of each open-end mutual fund on the Valuation Date. Such open-end mutual funds may use fair value pricing as disclosed in their prospectuses.

 

Financial instruments for which prices are not available from an independent pricing service may be valued using market quotations obtained from one or more dealers that make markets in the respective financial instrument in accordance with procedures established by the Company’s Board of Directors.

 

For additional information regarding particular types of investments, please see the “Determination of Net Asset Value” section of the SAI.

 

Buy and Sell Prices

 

When you buy shares, you pay the NAV plus any applicable sales charges. When you sell shares, you receive the NAV less any applicable sales charges.

 

Execution Of Requests

 

The Fund is open on those days when the Exchange is open, typically Monday through Friday. Buy and sell requests are executed at the next NAV calculated after your request is received, if your order is in “good order” (has all required information), by the transfer agent, authorized broker-dealers or their authorized designee, or third-party administrators.

 

You may buy and sell shares of the Fund on the web, by telephone, by wire or by mail.  You may exchange your shares by telephone, on the web, or by mail.  Note that requests to buy, sell or exchange shares by mail must be sent to the P.O. box at the address provided elsewhere in this prospectus and will be sent from that

 

37



 

address to the transfer agent for processing.  Your request will be priced at the next NAV calculated after the transfer agent receives the request rather than after the request arrives at the P.O. box.

 

At times of peak activity, it may be difficult to place requests by phone. During these times, visit www.hartfordfunds.com or consider sending your request in writing.

 

In unusual circumstances, the Fund may temporarily suspend the processing of sell requests, or may postpone payment of redemption proceeds for up to seven days.  The Fund may suspend the right of redemption for longer than seven days only as allowed by federal securities laws.

 

Requests In “Good Order”

 

All purchase and redemption requests must be received by the Fund in “good order.” This means that your request must include:

 

·                  Name, date of birth, residential address, and social security number.

 

·                  The Fund name, share class and account number.

 

·                  The amount of the transaction (in dollars or shares).

 

·                  Signatures of all owners exactly as registered on the account (for mail requests).

 

·                  Medallion signature guarantee or Signature Validation Program stamp (if required).

 

·                  Any supporting legal documentation that may be required.

 

Frequent Purchases and Redemptions of Fund Shares

 

The Hartford Funds are intended to be long-term investment vehicles and are not designed to provide investors with a means of speculating on short-term market movements (market timing).  Frequent purchases and redemptions of Fund shares by the Fund’s shareholders can disrupt the management of the Fund, negatively affect the Fund’s performance, and increase expenses for all Fund shareholders.  In particular, frequent trading (i) can force the Fund’s portfolio manager to hold larger cash positions than desired instead of fully investing all the Fund’s assets, which can result in lost investment opportunities; (ii) can cause unplanned and inopportune portfolio turnover in order to meet redemption requests; (iii) can increase broker-dealer commissions and other transaction costs as well as administrative costs for the Fund; and (iv) can trigger taxable gains for other shareholders.  Also, some frequent traders engage in arbitrage strategies, by which these traders seek to exploit pricing anomalies that can occur when a Fund invests in securities that are thinly traded (for example, some high yield bonds and small capitalization stocks) or are traded primarily in markets outside of the United States.  Frequent traders, and in particular those using arbitrage strategies, can dilute the Fund’s NAV for long-term shareholders.

 

If you intend to trade frequently or use market timing investment strategies, you should not purchase Hartford Funds.

 

The Board of Directors of The Hartford Mutual Funds, Inc. has adopted policies and procedures with respect to frequent purchases and redemptions of Fund shares by

 

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Fund shareholders.  Hartford Funds’ policy is to discourage investors from trading in the Funds’ shares in an excessive manner that would be harmful to long-term investors and to make reasonable efforts to detect and deter excessive trading.  Each Fund reserves the right to reject any purchase order at any time and for any reason, without prior written notice.  Each Fund also reserves the right to revoke the exchange privileges of any person at any time and for any reason.  In making such determinations, a Fund may consider an investor’s trading history in any of the Hartford Funds, including the person’s trading history in any accounts under a person’s common ownership or control.  No system for the prevention and detection of market timing and other abusive trading activities can be expected to identify, address or eliminate all such activities in Fund shares.

 

It is the policy of the Funds to permit only two “substantive round trips” by an investor within any single Hartford Fund within a 90-day period.

 

A substantive round trip is a purchase of or an exchange into a Hartford Fund and a redemption of or an exchange out of the same Hartford Fund in a dollar amount that the Fund’s transfer agent determines, in the reasonable exercise of its discretion, could adversely affect the management of the Fund.  When an additional purchase or exchange change order request for the Fund is received within the 90-day period, the requested transaction shall be rejected (unless such transaction was a transaction in an omnibus account that was identified, in accordance with the procedures described below, after it had already occurred).  In addition, the person requesting such transaction shall be deemed an “Excessive Trader.”  All exchange and purchase privileges of an Excessive Trader shall be suspended within such Fund for the first violation of the policy for a period of 90 days.  For a second violation of the policy, the exchange and purchase privileges of the Excessive Trader shall be suspended indefinitely.  If an Excessive Trader makes exchanges through a registered representative, in appropriate circumstances the Fund’s transfer agent may terminate the registered representative’s exchange and purchase privileges in Hartford Funds.  The frequent trading limitations do not apply to the following: (1) any transaction not initiated by a shareholder or their registered representative; (2) transactions that are part of a systematic program; (3) automatic programs offered by the Funds, such as dollar cost averaging, dividend diversification and systematic withdrawals; (4) transactions of $1,000 or less; and (5) transactions that the Fund, in its discretion, determines are not abusive or harmful.

 

The Hartford Funds’ policies for deterring frequent purchases and redemptions of Fund shares by a Fund shareholder are intended to be applied uniformly to all Fund shareholders to the extent practicable.  Some financial intermediaries, such as broker-dealers, investment advisors, plan administrators, and third-party transfer agents, however, maintain omnibus accounts in which they aggregate orders of multiple investors and forward the aggregated orders to the Funds.  Because the Funds receive these orders on an aggregated basis and because these omnibus accounts may trade with numerous fund families with differing market timing policies, the Funds are limited in their ability to identify or deter Excessive Traders or other abusive traders.  The Hartford Funds’ procedures with respect to omnibus accounts are as follows:  (1) Where the Fund’s transfer agent is provided individual shareholder level transaction detail on a daily basis, the Fund’s transfer agent shall

 

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monitor the daily trade activity of individual shareholders and apply the Policy.  (2) Where the Fund’s transfer agent is not provided individual shareholder level transaction detail on a daily basis, the Fund’s transfer agent shall monitor the accounts at an omnibus level and apply detection tools designed to determine whether shareholder transactions violating the Policy may be occurring.  In such cases, the Fund’s transfer agent shall request and evaluate individual shareholder level transaction detail and seek to impose restrictions in accordance with the Policy.  The Funds’ ability to identify and deter frequent purchases and redemptions of a Fund’s shares through omnibus accounts is limited, and the Funds’ success in accomplishing the objectives of the policies concerning frequent purchases and redemptions of Fund shares in this context depends significantly upon the cooperation of the financial intermediaries.  In addition to the foregoing, the Fund’s transfer agent also employs a process for reviewing certain large transactions in the Funds and may restrict trading as a result of its review.

 

The use of fair value pricing can serve both to make Hartford Funds less attractive to market timers and to reduce the potential adverse consequences to other investors of market timing or abusive trading.  Certain market timers may seek to take advantage of pricing anomalies that can occur in Fund shares resulting from the manner in which the NAV of the Funds’ shares is determined each day.  Frequent trading in Fund shares can dilute the value of long-term shareholders’ interests in a Fund if the Fund calculates its NAV using closing prices that are no longer accurate.  Funds that invest in overseas markets or that invest in securities of smaller issuers or thinly traded securities are more susceptible to this activity.  Hartford Funds’ pricing procedures, particularly those procedures governing the determination of the “fair value” of securities for which market prices are not readily available (or are unreliable) for foreign securities, may serve as a deterrent against harmful excessive trading in fund shares.  For additional information concerning Hartford Funds’ fair value procedures, please refer to “Valuation of Shares.”

 

Hartford Funds reserves the right to modify this policy, including any surveillance procedures established from time to time to effectuate this policy, at any time without notice.  Hartford Funds, the Investment Manager, and/or the Fund’s transfer agent shall not be liable for any loss resulting from rejected purchase orders or exchanges.

 

Certificated Shares

 

Shares are electronically recorded and, therefore, the Fund does not issue share certificates.

 

Account Closings

 

There may be instances in which it is appropriate for your shares to be redeemed and your account to be closed.  For additional information about when your shares may be redeemed and your account closed, please see the SAI under “Account Closings.”

 

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Sales In Advance of Purchase Payments

 

When you place a request to sell shares for which the purchase money has not yet been collected, the request will be executed in a timely fashion, but the Fund will not release the proceeds to you until your purchase payment clears. This may take up to 5 business days after the purchase.

 

Special Redemptions

 

Although it would not normally do so, the Fund has the right to pay the redemption price of shares of the Fund in whole or in part in portfolio securities constituting the shareholder’s proportionate share of the current assets of the Fund rather than cash.  When the shareholder sells portfolio securities received in this fashion, a brokerage charge would be incurred.  Any such securities would be valued for the purposes of making such payment at the same value as used in determining the Fund’s net asset value. The Fund, however, always redeems shares solely in cash up to the lesser of $250,000 or 1.00% of the net asset value of the Fund during any 90 day period for any one account.

 

Abandoned Property

 

It is the responsibility of the shareholder to ensure that Hartford Funds maintains a correct address for the shareholder’s account(s).  An incorrect address may cause a shareholder’s account statements and other mailings to be returned to Hartford Funds.  Please be advised that certain state escheatment laws may require the Fund to turn over your mutual fund account to the state listed in your account registration as abandoned property if no activity occurs in the account within the time frame specified by the state law.  To learn more about the escheatment rules for your particular state, please contact your attorney or State Treasurer’s and/or Controller’s Offices. If you do not hold your shares directly with the Fund, you should contact your broker-dealer, retirement plan or other third party intermediary regarding applicable state escheatment laws.

 

Payment Requirements — Class A and Class C

 

All of your purchases must be made in U.S. dollars and checks must be drawn on U.S. banks and made payable to Hartford Funds. You may not purchase shares with a starter or third party check.

 

If your check does not clear, your purchase will be canceled and you will be liable for any losses or fees that the Fund or Hartford Funds Distributors, LLC (“HFD” or the “Distributor”), the Fund’s distributor, has incurred.

 

Certain broker-dealers and financial institutions may enter confirmed purchase orders with the Fund on behalf of customers with payment to follow within the customary settlement period.  If payment is not received by that time, the order will be canceled and the broker-dealer or financial institution will be held liable for the resulting fees or losses.

 

Account Statements

 

Class A and Class C — In general, you will receive account statements as follows:

 

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·                  after every transaction (except certain automatic payment and redemption arrangements and dividend or distribution reinvestment) that affects your account balances

 

·                  after any changes of name or address of the registered owner(s)

 

·                  in all other circumstances, every quarter during which there is activity in your account, and at least annually

 

Every year you will also receive the appropriate tax reporting forms for the type of account you choose and the activity in your account.

 

If, however, you are a participant in an employer-sponsored retirement plan or you hold your shares in the name of your broker, you will receive statements from your plan administrator or broker pursuant to their policies.

 

Class I — You will receive account and tax information statements, if applicable, from your financial intermediary pursuant to its policies or from the transfer agent.

 

Additional Investor Services — Class A and Class C

 

·                  Electronic Transfers Through Automated Clearing House (ACH) allow you to initiate a purchase or redemption for as little as $50 between your bank account and Fund account using the ACH network. Sales charges and initial purchase minimums apply.

 

·                  Automatic Investment Plan (AIP) lets you set up regular investments from your bank account to the Fund. You determine the frequency and amount of your investments, and you can terminate your program at any time. To establish, complete the appropriate parts of your account application, or if this is an IRA account, complete the “Mutual Funds Automatic Investment Form.”  If you are using AIP to open an account, you must invest a minimum initial investment of $250 into the Fund and invest a minimum of $50 per month into the Fund.

 

·                  Systematic Withdrawal Plan may be used for routine bill payments or periodic withdrawals from your account. To establish, make sure you have at least $5,000 worth of shares in your account and that the amount per transaction is $50 or more.  Also, make sure you are not planning to invest more money in this account (buying shares of the Fund during a period when you are also selling shares of the Fund is not advantageous to you, because of sales charges).  Specify the payee(s), who may be yourself or any other party.  There is no limit to the number of payees you may have. A Medallion signature guarantee is required if the payee is someone other than the registered owner.  Determine the schedule (monthly, quarterly, semi-annually, annually or in certain selected months) and fill out the relevant part of the account application. To add a systematic withdrawal plan to an existing account, contact your financial representative or the transfer agent.

 

·                  Dollar Cost Averaging Programs (DCA) let you set up monthly or quarterly exchanges from the Fund to the same class of shares of another Hartford Fund. To establish, complete the appropriate parts of your account application or the “Mutual Fund Dollar Cost Averaging Form.”  Be sure that

 

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the amount is for $50 or more and that the accounts involved have identical registrations.

 

·                  Automatic Dividend Diversification (ADD) lets you automatically reinvest dividends and capital gains distributions paid by the Fund into the same class of another Hartford Fund. To establish, fill out the relevant portion of the account application and be sure that the accounts involved have identical registrations.

 

·                  Duplicate Account Statements You may request copies of annual account summaries by calling 1-888-843-7824. A $20 fee may be charged for account summaries older than the preceding year.

 

·                  Duplicate Copies Of Materials To Households Generally the Fund will mail only one copy of each prospectus, annual report, semi-annual report and proxy statement to shareholders having the same last name and address on the Fund’s records. The consolidation of these mailings, called householding, benefits the Fund through reduced mailing expenses.  If you want to receive multiple copies of these materials, you may call us at 1-888-843-7824. You may also notify us in writing. Individual copies of prospectuses, reports and proxy statements will be sent to you commencing within 30 days after we receive your request to stop householding.

 

Hartford Funds may stop your Automatic Investment Plan, Systematic Withdrawal Plan or Dollar Cost Averaging Program if we are unable to obtain an accurate address for your account.

 

Uncashed Checks Issued on Your Account

 

The Fund reserves the right to:  Reinvest any amounts (e.g., dividends, distributions or redemption proceeds) which you have elected to receive by check should your check remain uncashed for more than 180 days. No interest will accrue on amounts represented by uncashed checks. Your check will be reinvested in your account at the NAV on the day of the reinvestment. When reinvested, those amounts are subject to the risk of loss like any Fund investment. If you elect to receive distributions in cash and a check remains uncashed for more than 180 days, your cash election may be changed automatically to reinvest and your future dividend and capital gains distributions will be reinvested in the Fund at the NAV as of the date of payment of the distribution. This provision may not apply to certain retirement or qualified accounts, accounts with a non-U.S. address or closed accounts. Your participation in a systematic withdrawal program may be terminated if a check remains uncashed.

 

Retirement Plans Hartford Funds are available through a range of retirement plans, including traditional and Roth IRAs, SIMPLE plans, SEPs and 401(k) plans. Using these plans, you can invest in any Hartford Fund. Minimum investment amounts may apply. To find out more, call 1-888-843-7824.

 

If you open a retirement account (including traditional and Roth IRAs, SIMPLE plans, or SEPs) or a Coverdell Educational Savings Account (“Coverdell Accounts”) through Hartford Funds, State Street Bank and Trust Company (“State Street Bank”) will serve as the custodian of that account.  Retirement accounts and

 

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Coverdell Accounts are charged an annual maintenance fee that is paid to State Street Bank, its affiliates or HASCO.  These fees are in addition to the fees and expenses that you pay for investing in the Fund (set forth in the Fund’s fees and expenses table). Please refer to the Custodial Agreement & Disclosure Statement for your retirement account for information on applicable annual maintenance fees.

 

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DISTRIBUTION ARRANGEMENTS

 

Hartford Funds Distributors, LLC, a registered broker-dealer and member of the Financial Industry Regulatory Authority (“FINRA”), serves as the principal underwriter for the Fund pursuant to an Underwriting Agreement approved by the Board of Directors of the Company.  Shares of the Fund are continuously offered and sold by selected broker-dealers pursuant to selling agreements with HFD, and such broker-dealers may in turn designate and authorize other financial intermediaries to offer and sell Fund shares.  Except as discussed below, HFD (and not the Fund) bears the expenses of providing services pursuant to the Underwriting Agreement, including the payment of expenses relating to the distribution of prospectuses for sales purposes, as well as any other advertising or sales literature. HFD is not obligated to sell any specific amount of Fund shares.

 

Distribution Plans — Class A and Class C

 

The Company, on behalf of the Fund, has adopted a separate distribution plan (the “Plan”) for each of the Class A and Class C shares of the Fund pursuant to the approval of the Company’s Board of Directors in accordance with the requirements of Rule 12b-1 under the 1940 Act and the requirements of the applicable FINRA market conduct rules concerning asset-based sales charges.

 

Class A Plan Pursuant to the Class A Plan, the Fund may compensate HFD for its expenditures in financing any activity primarily intended to result in the sale of Fund shares and for maintenance and personal service provided to existing Class A shareholders.  The expenses of the Fund pursuant to the Class A Plan are accrued on a fiscal year basis and may not exceed, with respect to the Class A shares of the Fund, the annual rate of 0.25% of the Fund’s average daily net assets attributable to Class A shares.  The entire amount of the fee may be used for shareholder servicing expenses with the remainder, if any, used for distribution expenses.  HFD or its affiliates are entitled to retain all service fees payable under the Class A Plan for which there is no dealer of record or for which qualification standards have not been met as partial consideration for personal services and/or account maintenance services performed by HFD or its affiliates for shareholder accounts.

 

Class C Plan Pursuant to the Class C Plan, the Fund may pay HFD a fee of up to 1.00% of the average daily net assets attributable to Class C shares, 0.75% of which is a fee for distribution financing activities and 0.25% of which is for shareholder account services.  HFD will advance to dealers the first-year service fee at a rate equal to 0.25% of the amount invested.  As compensation for such advance, HFD may retain the service fee paid by the Fund with respect to such shares for the first year after purchase.  Dealers will become eligible for additional service fees with respect to such shares commencing in the thirteenth month following purchase.  Brokers may from time to time be required to meet certain other criteria in order to receive service fees.  HFD or its affiliates are entitled to retain all service fees payable under the Class C Plan for which there is no dealer of record or for which qualification standards have not been met as partial consideration for personal services and/or account maintenance services performed by HFD or its affiliates for shareholder accounts.  The Class C Plan also

 

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provides that HFD will receive all contingent deferred sales charges attributable to Class C shares.

 

General Distribution fees paid to HFD may be spent on any activities or expenses primarily intended to result in the sale of the Fund’s shares including, but not limited to: (a) payment of initial and ongoing commissions and other compensation payments to brokers, dealers, financial institutions or others who sell the Fund’s shares, (b) compensation to employees of HFD, (c) compensation to and expenses, including overhead such as communications and telephone, training, supplies, photocopying and similar types of expenses, of HFD incurred in the printing and mailing or other dissemination of all prospectuses and statements of additional information, and (d) the costs of preparation, printing and mailing of reports used for sales literature and related expenses, advertisements and other distribution related expenses (including personnel of HFD).  Service fees paid under the Plans are payments for the provision of personal service and/or the maintenance of shareholder accounts.  These Plans are considered compensation type plans, which means that the Fund pays HFD the entire fee regardless of HFD’s expenditures.  Even if HFD’s actual expenditures exceed the fee payable to HFD at any given time, the Fund will not be obligated to pay more than that fee.

 

In accordance with the terms of the Plans, HFD provides to the Fund, for review by the Company’s Board of Directors, a quarterly written report of the amounts expended under the respective Plans and the purpose for which such expenditures were made.  In its quarterly review of the Plans, the Board of Directors reviews the level of compensation the Plans provide.

 

The Plans were adopted by a majority vote of the Board of Directors of the Company, including at least a majority of directors who are not, and were not at the time they voted, interested persons of the Fund as defined in the 1940 Act and do not and did not have any direct or indirect financial interest in the operation of the Plans, cast in person at a meeting called for the purpose of voting on the Plans.  In approving the Plans, the directors identified and considered a number of potential benefits that the Plans may provide to the Fund and its shareholders, including the potential to increase assets and possibly benefit from economies of scale, the potential to avoid a decrease in assets through redemption activity, the ability to sell shares of the Fund through adviser and broker distribution channels, and the ability to provide investors with an alternative to paying front end sales loads.  The Board of Directors of the Company believes that there is a reasonable likelihood that the Plans will benefit the Fund and its current and future shareholders.  Under their terms, the Plans remain in effect from year to year provided such continuance is approved annually by vote of the directors of the Board in the manner described above.  The Plans may not be amended to increase materially the amount to be spent for distribution without approval of the shareholders of each applicable class, and material amendments to the Plans must also be approved by the Board of Directors in the manner described above.  A Plan may be terminated at any time, without payment of any penalty, by vote of the majority of the directors of the Board who are not interested persons of the Fund and have no direct or indirect financial interest in the operations of the Plan, or by a vote of a “majority of the outstanding voting securities” of the applicable class.  A Plan will automatically terminate in the event of its assignment.

 

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Payments to Financial Intermediaries and Other Entities

 

This section includes additional information about different types of compensation paid by HFD and/or its affiliates to financial intermediaries and other entities with respect to the Hartford Funds.

 

As explained in more detail below under the sections entitled “Additional Compensation Payments to Financial Intermediaries” and “Compensation to Servicing Intermediaries,” the Investment Manager and/or its affiliates (1) make payments out of their own assets to broker-dealers and financial institutions (“Financial Intermediaries”) to encourage the sale of Hartford Funds’ shares (“Additional Payments”) and/or (2) pay Financial Intermediaries and other intermediaries that provide certain services with respect to Hartford Funds (collectively, “Servicing Intermediaries”) compensation for sub-accounting, administrative and/or shareholder processing services (“Servicing Payments”).

 

The commissions, Rule 12b-1 payments, Additional Payments, Servicing Payments, and other payments may vary from one product to another.  For this reason, (1) if your Financial Intermediary receives greater payments with respect to Hartford Funds than he or she receives with respect to other products, he or she may be more inclined to sell you shares of a Hartford Fund rather than another product and/or (2) if your Servicing Intermediary receives greater payments with respect to Hartford Funds, it may choose to provide services to Hartford Funds rather than to other investment products for which it may receive a lower payment.

 

Commissions and Rule 12b-1 Payments.  HFD and/or its affiliates make a variety of payments to Financial Intermediaries that sell the shares of, and/or provide services to, Hartford Funds.  HFD and/or its affiliates pay sales commissions and Rule 12b-1 fees to Financial Intermediaries.  The Fund’s SAI includes information regarding these commission and Rule 12b-1 payments by share class.

 

Additional Compensation Payments to Financial Intermediaries.  In addition to sales commissions and 12b-1 fees, the Investment Manager and/or its affiliates also make payments out of their own assets to Financial Intermediaries to encourage the sale of Hartford Funds’ shares (“Additional Payments”).  These Additional Payments may give your Financial Intermediary a reason to sell and recommend Hartford Funds over other products for which he or she may receive less compensation.  You may contact your Financial Intermediary if you want information regarding the payments it receives.

 

The amount of any Additional Payments made to a Financial Intermediary is generally based on one or more of the following criteria: (i) the average net assets of Hartford Funds that are attributed to that Financial Intermediary; (ii) the amount of Hartford Fund assets held for over one year by customers of that Financial Intermediary; (iii) the amount of Hartford Fund shares sold through that Financial Intermediary; and (iv) the mix of equity and fixed income funds sold through that Financial Intermediary.  The annual amount of Additional Payments made to any one Financial Intermediary is normally not expected to (although it may from time to time) exceed 0.12% of the average net assets of Hartford Funds that are attributed to that Financial Intermediary.  For the calendar year ended  

 

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December 31, 2014, the Investment Manager and its affiliates incurred approximately $39.3 million in total Additional Payments to Financial Intermediaries.

 

Additional Payments may be used for various purposes and take various forms, such as:

 

·                  Payments for putting Hartford Funds on a Financial Intermediary’s list of mutual funds available for purchase by its customers;

 

·                  Payments for including Hartford Funds within a group that receives special marketing focus or placing Hartford Funds on a “preferred list”;

 

·                  “Due diligence” payments for a Financial Intermediary’s examination of Hartford Funds and payments for providing extra employee training and information relating to Hartford Funds;

 

·                  “Marketing support fees” for providing assistance in promoting the sale of Hartford Fund shares;

 

·                  Sponsorships of sales contests and promotions where participants receive prizes such as travel awards, merchandise, cash or recognition;

 

·                  Provision of educational programs, including information and related support materials;

 

·                  Provision of computer hardware and software; and

 

·                  Occasional meals and entertainment, tickets to sporting events, nominal gifts and travel and lodging (subject to applicable rules and regulations).

 

As of January 1, 2015, the Investment Manager and/or its affiliates have entered into ongoing contractual arrangements to make Additional Payments to the Financial Intermediaries listed below:  FSC Securities Corp.; Royal Alliance Associates, Inc.; Sagepoint Financial; Ameriprise Financial Services, Inc.;  BancWest Investment Services; Cadaret Grant & Co., Inc.; Cambridge Investment Research Inc.; CCO Investment Services Corp.; Cetera Financial Group; Charles Schwab & Co., Inc.; Chase Investment Services Corp.; Commonwealth Financial Network; CUSO Financial Services, L.P.; Edward D. Jones & Co.; First Allied Securities, Inc.; First Citizens Investor Services, Inc.; Frost Brokerage Services, Inc.; H.D. Vest Investment Services.; Hilliard Lyons; Huntington Investment Co.; Investment Professionals, Inc.; Janney Montgomery Scott; Lincoln Financial Securities Corp.; Lincoln Financial Advisors Group; LPL Financial Corp.; M&T Securities Inc.; Merrill Lynch, Pierce, Fenner & Smith Incorporated; Mid Atlantic Capital Corporation; Morgan Stanley Smith Barney; National Financial Services; Invest Financial Corporation; Investment Centers of America; National Planning Corporation; SII Investments Inc.; Newbridge Securities; NEXT Financial Group, Inc.; Oppenheimer & Co, Inc.; Pershing LLC; Raymond James & Associates Inc. and Raymond James Financial Services, Inc.; RBC Capital Markets Corporation; Robert W. Baird; Securities America, Inc.; Stifel, Nicolaus & Company, Inc.; Summit Brokerage Services; Suntrust Investment Services; UBS Financial Services Inc.; U.S. Bancorp Investments Inc.; Voya Financial; and Wells Fargo.  The Investment Manager and/or its affiliates may in the future enter into similar ongoing contractual arrangements with other Financial Intermediaries.  Financial Intermediaries that received Additional Payments in 2014 for items such as

 

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sponsorship of meetings, education seminars and travel and entertainment, but do not have an ongoing contractual relationship with HFD, are listed in the SAI.

 

Servicing Compensation to Servicing Intermediaries.  The Investment Manager, HASCO and/or their affiliates pay Servicing Payments to Servicing Intermediaries.  These Servicing Payments may cause a Servicing Intermediary to choose to provide services to Hartford Funds rather than to other investment products for which it may receive a lower payment.  You may contact your Servicing Intermediary if you want additional information regarding any Servicing Payments it receives.

 

The amount of the Servicing Payments is generally based on average net assets of Hartford Funds that are attributed to a Servicing Intermediary.  With certain limited exceptions, the annual amount of Servicing Payments made to any specific Servicing Intermediary is not expected to (although it may from time to time) exceed 0.21% of the average net assets of Hartford Funds that are attributed to that Servicing Intermediary.  For the year ended December 31, 2014, the Investment Manager, HASCO and/or their affiliates incurred approximately $8.0 million in total Servicing Payments and these Servicing Payments did not exceed $2.7 million for any one Servicing Intermediary.

 

Servicing Payments are also paid to certain Servicing Intermediaries by HASCO out of the transfer agency fees it receives from Hartford Funds.  Although some of these payments are calculated based on average net assets of Hartford Funds that are attributed to the Servicing Intermediary, Servicing Intermediaries are generally paid a per account fee up to a maximum of $18 per account.

 

Servicing Intermediaries may also receive compensation for their services in the form of 12b-1 fees or administrative fees paid by the Hartford Funds.

 

Servicing Payments other than those paid out of transfer agent, 12b-1 or administrative fees are paid by the Investment Manager or its affiliates out of their own resources and not as an expense to or out of the assets of the Funds.

 

As of January 1, 2015, the Investment Manager, HASCO and/or their affiliates have entered into arrangements to pay Servicing Payments or makes Servicing Payments to the following entities: 401k ASP, Inc.; ACS HR Solutions, LLC; ADP Broker Dealer, Inc.; Alerus Financial; Ameriprise Financial Services, Inc.; Ascensus, Inc.; BB&T Securities; Benefit Plans Administrative Services, LLC; Benefit Trust Co.; BenefitStreet, Inc.; Capital Research and Management Company; Charles Schwab; CPI Qualified Plan Consultants, Inc.; Daily Access Corp.; D.A. Davidson & Co.; Davenport & Company LLC; Digital Retirement Solutions; Edward D. Jones & Co; Expert Plan, Inc.; Fidelity; Financial Data Services, Inc.; Gold Trust Company; Goldman Sachs & Co.; Great-West Financial Retirement Plan Services, LLC; GWFS Equities, Inc.; Hewitt Associates LLC; Hilliard Lyons; ICMA Retirement Corporation; International Clearing Trust Company; Janney Montgomery Scott LLC; Lincoln Retirement Services Company, LLC; LPL Financial Corporation; Massachusetts Mutual Life Insurance Company; Merrill Lynch, Pierce, Fenner & Smith Incorporated; Mercer HR Services, LLC; Morgan Stanley & Co Inc.; Mid Atlantic Capital Corporation; MSCS Financial Services, LLC; Nationwide Financial Services, Inc.; Nationwide Retirement Solutions;  Newport Group; New York Life Distributors,

 

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LLC.; Plan Administrators, Inc.; Oppenheimer & Co Inc., Pershing LLC; Principal Life Insurance Company; Prudential Insurance Company of America; Qualified Benefits Consultants; Raymond James & Associates Inc.; RBC Capital Markets Corporation; Reliance Trust Company; Robert W Baird & Co Inc.; Southwest Securities Inc.; Standard Retirement Services, Inc.; Stifel, Nicolaus & Company Inc.; T. Rowe Price Retirement Plan Services, Inc. & T. Rowe Price Investment Services, Inc.; TD Ameritrade; TD Ameritrade Trust Company; Teachers Insurance and Annuity Association of America; The Retirement Plan Company, LLC; The Vanguard Group; Transamerica; UBS Financial Services Inc.; Valic Retirement Services Company; Voya Financial; Wells Fargo; and Wilmington Trust.  The Investment Manager, HASCO and/or their affiliates may in the future enter into similar arrangements with other Servicing Intermediaries.

 

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FUND DISTRIBUTIONS AND TAX MATTERS

 

Dividends and Distributions

 

The Fund intends to distribute substantially all of its net investment income and capital gains to shareholders at least once a year.  Capital gains of the Fund are normally declared and paid annually.  Dividends from net investment income of the Fund are normally declared daily and paid monthly.  The amount of any distribution may vary, and there is no guarantee the Fund will pay income dividends in any given month.  Different classes may distribute different dividend amounts.

 

The Fund seeks to maintain a target rate of distribution for each month.  In order to do so, the Fund may distribute less or more investment income than it earns on its investments each month.  The Fund may use accrued undistributed investment income to fulfill distributions made during periods in which the Fund distributes more than the fund earns.  Generally, distribution rates or yields from month to month may be impacted by accruals of undistributed income, changes in the Fund’s net asset value, changes in the number of accrual days, and adjustments for accounting purposes (including but not limited to changes in maturity dates of holdings and for currency gains or losses).  The target rate of distribution is evaluated regularly and can change at any time.  The target rate of distribution is not equivalent to the 30-day SEC yield of the Fund.

 

Generally, you begin earning dividends on Fund shares the day after the Fund receives your purchase payment.  If a purchase order is placed through a broker, dealer or other financial firms authorized to settle through the National Securities Clearing Corporation (the “NSCC”), the purchase order will begin accruing dividends on the NSCC settlement date or as agreed upon and as allowed by applicable law.  Notwithstanding the foregoing, the Company’s Board of Directors has delegated authority to the Fund’s Treasurer to reduce the frequency with which dividends are declared and paid and to declare and make payments of long-term capital gains as permitted or required by law or in order to avoid tax penalties.  Further, the Fund reserves the right to change its dividend distribution policy at the discretion of the Board of Directors. Unless shareholders specify otherwise, all dividends and distributions received from the Fund are automatically reinvested in additional full or fractional shares of the Fund.

 

Unless your investment is in a tax-deferred account, you may want to avoid buying shares shortly before the Fund pays a dividend. The reason? If you buy shares when a fund has realized but not yet distributed taxable income or capital gains, you will pay the full price for the shares and then receive a portion of the price back in the form of a taxable dividend. Before investing you may want to consult your tax advisor.

 

If you elect to receive dividends in cash, you will only receive a check if the dividend amount exceeds $10.  If the dividend is $10 or less, the amount will automatically be reinvested in the Fund.  If you would like to receive cash dividends, regardless of the amount, you can establish an electronic funds transfer to your bank.  For assistance in establishing electronic funds transfer transactions, please call 1-888-843-7824.

 

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Taxes On Distributions

 

The Fund intends to meet certain federal tax requirements so that distributions of tax-exempt income may be treated as exempt-interest dividends.  These dividends are not subject to regular federal income tax.  However, the fund may invest a portion of its assets in tax-exempt obligations subject to the Alternative Minimum Tax.  Any portion of exempt-interest dividends attributable to interest on these obligations may increase some shareholders Alternative Minimum Tax.  The Fund expects that its distributions will consist primarily of exempt-interest dividends.  The Fund’s exempt-interest dividends may be subject to state or local taxes.  Distributions paid from any interest income that is not tax-exempt and from any short-term or long-term capital gains will be taxable whether you reinvest those distributions or receive them in cash.

 

An additional 3.8% Medicare tax is imposed on certain net investment income (including taxable distributions received from the Fund and net gains from redemptions of Fund shares) of individuals, estates and trusts to the extent that such person’s gross income, with certain adjustments, exceeds certain threshold amounts.

 

Tax exempt income received by a tax-deferred retirement account will generally be taxable when distributed from the tax-deferred retirement account.  As a result, any retirement plan investor should consider whether the Fund is an appropriate investment.  Tax-exempt income is included when determining whether Social Security and railroad retirement benefits are taxable

 

Taxability Of Transactions

 

Unless your shares are held in a tax-advantaged account, any time you sell or exchange shares, it is considered a taxable event for you.  You may have a capital gain or a loss on the transaction that will be long-term or short-term, depending upon how long you held your shares.  You are responsible for any tax liabilities generated by your transactions.  Any loss realized upon the sale or exchange of Fund shares that you held for less than six months may be disallowed to the extent of any distributions treated as exempt-interest dividends with respect to such shares. Additionally, consult your tax advisor if you sell shares held for less than six months at a loss after receiving a long-term capital gain distribution from the Fund.

 

Under certain limited circumstances, shareholder may be able to exchange one class of shares for another class of shares of the same Fund.  In general, exchanges of one share class for a different share class of the same fund should not result in the realization by the investor of a taxable capital gain or loss for U.S. federal income tax purposes, provided that the transaction is undertaken and processed, with respect to any shareholder, as a direct exchange transaction. If the exchange results in a CDSC or sales charge, Fund shares may be redeemed to pay the charge, and that redemption would be taxable.  Shareholders should consult their tax advisors as to the federal, state, local and non-U.S. tax consequences of an intra-fund exchange.

 

Exchanges within a tax-deferred retirement plan account will not result in a capital gain or loss for federal or state income tax purposes.  With limited exceptions, distributions from a retirement plan account are taxable as ordinary income.

 

52



 

Additional Information

 

The Fund may be required to withhold U.S. federal income tax (currently at the rate of 28%) of all distributions payable to you if you fail to provide the Fund with your correct taxpayer identification number or to make required certifications, or if you have been notified by the IRS that you are subject to backup withholding.  Backup withholding is not an additional tax.  Any amounts withheld may be credited against your U.S. federal income tax liability.

 

IRS Regulations require the Fund to report to the IRS and furnish to shareholders the cost basis information and holding period for Fund shares purchased on or after January 1, 2012, and sold on or after that date.  The Fund will permit shareholders to elect from among several cost basis methods accepted by the IRS, including average cost.  In the absence of an election by a shareholder, the Fund will use the average cost method with respect to that shareholder.  To elect a cost basis method other than the default method average cost, your request must be received in writing by completing the appropriate part of your account application, by completing “Cost Basis Method Election for Non-Qualified Mutual Fund Accounts” or submitted through our website at www.hartfordfunds.com.  Fund shareholders should consult with their tax advisors to determine the best cost basis method for their tax situation and to obtain more information about how the new cost basis reporting rules apply to them.

 

The Fund will generally be required to withhold U.S. federal income tax at the rate of 30% of all taxable distributions to you if you are a non-resident alien or foreign entity and there is no applicable tax treaty or if you are claiming reduced withholding under a tax treaty and you have not properly completed and signed the appropriate IRS Form W-8.  You also must complete and send to us the appropriate IRS Form W-8 to certify your foreign status.  Provided that the appropriate IRS Form W-8 is properly completed, long-term capital gains distributions and proceeds of sales are not subject to withholding for foreign shareholders.

 

Effective July 1, 2014, the Fund is required to withhold U.S. tax (at a 30% rate) on payments of taxable dividends and (effective January 1, 2017) redemption proceeds and certain capital gain dividends made to certain non-U.S. entities that fail to comply (or be deemed compliant) with extensive new reporting and withholding requirements designed to inform the U.S. Department of the Treasury of U.S.-owned foreign investment accounts.  Shareholders may be requested to provide additional information to the Fund to enable the Fund to determine whether withholding is required.

 

Distributions from the Fund may also be subject to state, local and foreign taxes.  You should consult your own tax advisor regarding the particular tax consequences of an investment in the Fund.

 

This section summarizes some of the consequences under current Federal tax law of an investment in the Fund.  It is not a substitute for personal tax advice.  Consult your personal tax advisor about the potential tax consequences of an investment in the Fund under all applicable tax laws.

 

53



 

LEGAL PROCEEDINGS

 

On February 25, 2011, Jennifer L. Kasilag, Louis Mellinger, Judith M. Menendez, Jacqueline M. Robinson, and Linda A. Russell filed a derivative lawsuit against Hartford Investment Financial Services, LLC (“HIFSCO”) (now known as Hartford Funds Distributors, LLC) on behalf of six Hartford retail mutual funds in the United States District Court for the District of New Jersey, alleging that HIFSCO received excessive advisory and distribution fees in violation of its statutory fiduciary duty under Section 36(b) of the 1940 Act when serving as investment manager and principal underwriter, respectively, to the Hartford retail mutual funds. Although this action was purportedly filed on behalf of certain of the Hartford Funds, none of the Hartford Funds is itself a defendant to the suit.  HIFSCO moved to dismiss and, in September 2011, the motion was granted in part and denied in part, with leave to amend the complaint. In November 2011, plaintiffs filed an amended complaint on behalf of certain Hartford retail mutual funds, The Hartford Global Health Fund (now known as The Hartford Healthcare Fund), The Hartford Conservative Allocation Fund, The Hartford Growth Opportunities Fund, The Hartford Inflation Plus Fund, The Hartford Advisers Fund (now known as The Hartford Balanced Fund), and The Hartford Capital Appreciation Fund. Plaintiffs seek to rescind the investment management agreements and distribution plans between HIFSCO and these funds and to recover the total fees charged thereunder or, in the alternative, to recover any improper compensation HIFSCO received, in addition to lost earnings. HIFSCO filed a partial motion to dismiss the amended complaint and, in December 2012, the court dismissed without prejudice the claims regarding distribution fees and denied the motion with respect to the advisory fees claims. In March 2014, the plaintiffs filed a new complaint that added as new plaintiffs The Hartford Floating Rate Fund and The Hartford Small Company Fund and named as a defendant Hartford Funds Management Company, LLC, which assumed the role as investment manager to the funds as of January 2013.  In March 2015, the plaintiffs filed a new complaint that removed The Hartford Small Company Fund as a plaintiff.  Discovery is ongoing. Hartford Funds Management Company, LLC and HIFSCO dispute the allegations and expect to file a motion for summary judgment in the second quarter of 2015.

 

54



 

PERFORMANCE NOTES

 

The following notes provide additional information for understanding how the Fund measures its performance.  The Fund’s performance benchmark is the Barclays Municipal Bond Index.

 

The Barclays Municipal Bond Index is an unmanaged index of municipal bonds with maturities greater than two years.

 

55



 

FINANCIAL HIGHLIGHTS

 

Because the Fund has not yet commenced operations, no financial highlight information is available for the Fund.

 

56



 

FOR MORE INFORMATION

 

Two documents are available that offer further information on the Fund:

 

Annual/Semi-Annual Report To Shareholders

 

Additional information about the Fund will be contained in the financial statements and portfolio holdings in the Fund’s annual and semi-annual reports. In the Fund’s annual report you will also find a discussion of the market conditions and investment strategies that significantly affected the Fund’s performance during the last fiscal year, as well as the independent registered public accounting firm’s report. Because the Fund had not commenced operations as of the date of this prospectus, the Fund has not yet delivered an annual or semi-annual report.

 

Statement of Additional Information (SAI)

 

The SAI contains more detailed information on the Fund.

 

A current SAI has been filed with the SEC and is incorporated by reference into (which means it is legally a part of) this prospectus.  The  Fund will make available its annual/semi-annual reports free of charge on the Fund’s website when such reports become available.

 

The Fund makes available this prospectus, its SAI and, when available, its annual and semi-annual reports free of charge, on the Fund’s website at www.hartfordfunds.com.

 

To request a free copy of the current annual/semi-annual report for the Fund, when available, and/or the SAI or for shareholder inquiries or other information about the Fund, please contact the Fund at:

 

By Mail:

 

Hartford Funds
P.O. Box 55022
Boston, MA 02205-5022

 

(For overnight mail)
Hartford Funds
30 Dan Road, Suite 55022

Canton, MA 02021-2809

 

By Phone:

 

1-888-843-7824

 

On The Internet:

 

hartfordfunds.com

 

57



 

Or you may view or obtain these documents from the SEC:

 

Investing In Mutual Funds:

 

Shareholders or potential shareholders can obtain additional information about investing, including information about investing in mutual funds, on the SEC’s Investor Education and Advocacy Web Site at http://www.sec.gov/investor.shtml and through the FINRA’s Investor Information Web Site at http://www.finra.org/Investors/index.htm.  To obtain additional information about the expenses associated with investing in mutual funds, the SEC provides a Mutual Fund Cost Calculator, available at http://www.sec.gov/investor/tools/mfcc/mfcc-intsec.htm; and FINRA provides a Mutual Funds and ETF Expense Analyzer, available at http://apps.finra.org/fundanalyzer/1/fa.aspx.

 

In Person:

 

At the SEC Public Reference Room in Washington, DC.

 

Information on the operation of the SEC Public Reference Room may be obtained by calling 1-202-551-8090.

 

By Mail:

 

Public Reference Section 
Securities and Exchange Commission
Washington, DC 20549-1520

 

Requests which are made by mail require the payment of a duplicating fee to the SEC in order to obtain a document.

 

On the Internet or by E-Mail:

 

Internet: (on the EDGAR Database on the SEC’s internet website) www.sec.gov

 

E-Mail: publicinfo@sec.gov

 

Requests which are made by e-mail require the payment of a duplicating fee to the SEC in order to obtain a document.

 

Net Asset Value.  The Fund’s net asset value is available on a daily basis on the Fund’s web site at www.hartfordfunds.com.

 

SEC File Number:

The Hartford Mutual Funds, Inc. 811-07589

MFPRO-MI15

June 1, 2015

 



 

 

Hartford Municipal Short Duration Fund

Prospectus

June 1, 2015

 

Class  

 

Ticker

A

 

HMJAX

C

 

HMJCX

I

 

HMJIX

 

As with all mutual funds, the Securities and Exchange Commission and the Commodity Futures Trading Commission have not approved or disapproved these securities or passed upon the adequacy of this Prospectus.  Any representation to the contrary is a criminal offense.

 

Mutual funds are not bank deposits and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.  Because you could lose money by investing in the Fund, be sure to read all risk disclosures carefully before investing.

 

HARTFORD FUNDS

P.O. BOX 55022

BOSTON, MA 02205-5022

 



 

[This Page Is Intentionally Left Blank]

 




 

HARTFORD MUNICIPAL SHORT DURATION FUND

 

SUMMARY SECTION

 

INVESTMENT OBJECTIVE. The Fund seeks to provide current income that is generally exempt from federal income taxes, and long-term total return.

 

YOUR EXPENSES.  The table below describes the fees and expenses that you may pay if you buy and hold shares of the Fund.  You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $50,000 in Hartford Funds.  More information about these and other discounts is available from your financial professional and in the “Sales Charge Reductions and Waivers” section beginning on page 26 of the Fund’s statutory prospectus and the “Purchase and Redemption of Shares” section beginning on page 55 of the Fund’s statement of additional information.

 

Shareholder Fees

(fees paid directly from your investment)

 

 

 

Share Classes

 

 

 

A

 

C

 

I

 

Maximum sales charge (load) imposed on purchases as a percentage of offering price

 

4.50%

 

None

 

None

 

Maximum deferred sales charge (load) (as a percentage of purchase price or redemption proceeds, whichever is less)

 

None (under $1 million invested (1)

 

1.00%

 

None

 

 

Annual Fund Operating Expenses (2)

(expenses that you pay each year as a percentage of the value of your investment)

 

 

 

A

 

C

 

I

 

Management fees

 

0.35

%

0.35

%

0.35

%

Distribution and service (12b-1) fees

 

0.25

%

1.00

%

None

 

Other expenses

 

0.16

%

0.16

%

0.16

%

Total annual fund operating expenses

 

0.76

%

1.51

%

0.51

%

Fee waiver and/or expense reimbursement(3)

 

0.07

%

0.07

%

0.07

%

Total annual fund operating expenses after fee waiver and/or expense reimbursement(3)

 

0.69

%

1.44

%

0.44

%

 


(1)         For investments over $1 million, a 1.00% maximum deferred sales charge may apply.

(2)         Fees and expenses are estimated for the current fiscal year.

(3)         Hartford Funds Management Company, LLC (the “Investment Manager”) has contractually agreed to reimburse expenses (exclusive of taxes, interest expenses, brokerage commissions, acquired fund fees and expenses and extraordinary expenses) to the extent necessary to maintain total annual fund operating expenses as follows:  0.69% (Class A), 1.44% (Class C) and 0.44% (Class I).  In addition, Hartford Administrative Services Company (“HASCO”), the Fund’s transfer agent, has contractually agreed to reimburse any portion of the transfer agency fees over 0.30% of the

 

4



 

average daily net assets per fiscal year for all classes.  Each contractual arrangement will remain in effect until February 28, 2017, and shall renew automatically for one-year terms thereafter unless the Investment Manager or HASCO, respectively, provides written notice of termination prior to the start of the next term or upon approval of the Board of Directors of The Hartford Mutual Funds, Inc.

 

EXAMPLE.  The examples below are intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The examples assume that:

 

·                  Your investment has a 5% return each year

·                  The Fund’s operating expenses remain the same (except that the examples reflect the expense limitation arrangements for only the first year)

·                  You reinvest all dividends and distributions

·                  You pay any deferred sales charge due for the applicable period.

 

Your actual costs may be higher or lower.  Based on these assumptions, for every $10,000 invested, you would pay the following expenses if you sell all of your shares at the end of each time period indicated:

 

Share Classes

 

Year 1

 

Year 3

 

A

 

$

517

 

$

675

 

C

 

$

247

 

$

470

 

I

 

$

45

 

$

156

 

 

You would pay the following expenses if you did not redeem your shares:

 

Share Classes

 

Year 1

 

Year 3

 

A

 

$

517

 

$

675

 

C

 

$

147

 

$

470

 

I

 

$

45

 

$

156

 

 

Portfolio Turnover.  The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio).  A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account.  These costs, which are not reflected in annual fund operating expenses or in the examples, affect the Fund’s performance.  Because the Fund has not yet commenced operations as of the date of this prospectus, the Fund’s portfolio turnover rate for the most recent fiscal year is not available.

 

PRINCIPAL INVESTMENT STRATEGY. The Fund seeks to achieve its investment objective by investing in investment grade municipal securities and non-investment grade municipal securities (known as “junk bonds”) that the sub-adviser, Wellington Management Company LLP (“Wellington Management”), considers to be attractive from a yield perspective while considering total return.  Under normal circumstances, the Fund will invest at least 80% of its net assets in municipal securities that pay interest exempt from federal income tax, and the Fund may invest up to 20% of its net assets in non-investment grade municipal securities.  The Fund may invest in securities that produce income subject to income tax, including the Alternative Minimum Tax.  The Fund may also invest in variable rate bonds known as “inverse floaters” that pay interest at rates that bear an inverse relationship to changes in short-term market interest rates.   

 

5



 

The Fund will generally hold a diversified portfolio of investments across states and sectors, although the Fund is not required to invest in all states and sectors at all times.

 

The Fund normally will maintain a dollar weighted average duration equivalent to that of the Barclays Municipal Bond Short 1-5 Year Index, plus or minus two years. (Historically, the average duration of the Barclays Municipal Bond Short 1-5 Year Index is 2.7 years.)  Duration is a measure of the sensitivity of a fixed income security’s price to changes in interest rates.  The Fund’s average duration measure incorporates a bond’s yield, coupon, final maturity, and the effect of derivatives that may be used to manage the Fund’s interest rate risk.

 

MAIN RISKS.  The primary risks of investing in the Fund are described below.  When you sell your shares they may be worth more or less than what you paid for them, which means that you could lose money as a result of your investment.  An investment in the Fund is not a bank deposit and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.  As with any fund, there is no guarantee that the Fund will achieve its investment objective.  For more information regarding risks and investment matters please see “Additional Information Regarding Risks and Investment Strategies” in the Fund’s statutory prospectus.

 

Market Risk — Market risk is the risk that one or more markets in which the Fund invests will go down in value, including the possibility that the markets will go down sharply and unpredictably.  Securities may decline in value due to the activities and financial prospects of individual companies or to general market and economic movements and trends, including adverse changes to credit markets.

 

Municipal Securities Risk - Municipal securities risks include the possibility that the issuer may be unable to pay interest or repay principal on a timely basis or at all, the relative lack of information about certain issuers of municipal securities, and the possibility of future legislative changes which could affect the market for and value of municipal securities.  In addition, state or local political or economic conditions and developments can adversely affect the securities issued by state and local governments. The value of the municipal securities owned by the Fund also may be adversely affected by future changes in federal or state income tax laws, including tax rate reductions or the determination that municipal securities are subject to taxation.

 

Interest Rate Risk - The risk that your investment may go down in value when interest rates rise, because when interest rates rise, the prices of bonds and fixed rate loans fall.  A wide variety of factors can cause interest rates to rise, including central bank monetary policies and inflation rates.  Generally, the longer the maturity of a bond or fixed rate loan, the more sensitive it is to this risk.  Falling interest rates also create the potential for a decline in the Fund’s income. These risks are greater during periods of rising inflation.  Volatility in interest rates and in fixed income markets may increase the risk that the Fund’s investment in fixed income securities will go down in value.

 

Credit Risk - Credit risk is the risk that the issuer of a security or other instrument will not be able to make principal and interest payments when due.

 

6



 

Changes in an issuer’s credit rating or the market’s perception of an issuer’s creditworthiness may also affect the value of the Fund’s investment in that issuer.  The degree of credit risk depends on both the financial condition of the issuer and the terms of the obligation.

 

Call Risk - Call risk is the risk that an issuer, especially during a period of falling interest rates, may redeem a security by repaying it early, which may reduce the Fund’s income if the proceeds are reinvested at lower interest rates.

 

Junk Bonds Risk - Investments rated below investment grade (also referred to as “junk bonds”) are considered to be speculative and are subject to heightened credit risk, which may make the Fund more sensitive to adverse developments in the U.S. and abroad.  Lower rated debt securities generally involve greater risk of default or price changes due to changes in the issuer’s creditworthiness than higher rated debt securities.  The market prices of these securities may fluctuate more than higher quality securities and may decline significantly in periods of general economic difficulty.  There may be little trading in the secondary market for particular debt securities, which may make them more difficult to value or sell.

 

Investment Strategy Risk - The risk that, if the sub-adviser’s investment strategy does not perform as expected, the Fund could underperform its peers or lose money.  There is no guarantee that the Fund’s investment objective will be achieved.

 

The Fund is subject to certain other risks, which are described elsewhere in the Fund’s statutory prospectus.

 

PAST PERFORMANCE.  Because the Fund has not yet commenced operations, no performance history has been provided.

 

MANAGEMENT.  The Fund’s investment manager is Hartford Funds Management Company, LLC.  The Fund’s sub-adviser is Wellington Management.

 

Portfolio Manager

 

Title

 

Involved with
Fund Since

Brad W. Libby

 

Managing Director and Fixed Income Portfolio Manager/Credit Analyst

 

2015

 

 

 

 

 

Timothy D. Haney, CFA

 

Senior Managing Director and Fixed Income Portfolio Manager

 

2015

 

PURCHASE AND SALE OF FUND SHARES.  Not all share classes are available for all investors. Minimum investment amounts may be waived for certain accounts.

 

Share Classes

 

Minimum Initial
Investment

 

Minimum
Subsequent
Investment

 

Class A, Class C and Class I

 

$2,000 for all accounts except:

 

$250, if establishing an Automatic Investment Plan (“AIP”), with recurring monthly investments of at least $50

 

Class I shares are offered primarily through advisory fee-based wrap programs

 

$

50

 

 

For more information, please see the “How To Buy And Sell Shares” section of the Fund’s statutory prospectus.

 

7



 

You may sell your shares of the Fund on those days when the New York Stock Exchange is open, typically Monday through Friday.  You may sell your shares on the web at www.hartfordfunds.com, by phone by calling 1-888-843-7824, by electronic funds transfer, or by wire.  In certain circumstances you will need to write to Hartford Funds, P.O. Box 55022, Boston, MA 02205-5022 to request to sell your shares.  For overnight mail, please send the request to Hartford Funds, 30 Dan Road, Suite 55022, Canton, MA 02021-2809.

 

TAX INFORMATION.  The Fund’s distributions of interest on municipal bonds generally are not subject to federal income tax; however the Fund may distribute taxable dividends, including distributions of short-term capital gains, and long-term capital gains.  In addition, interest on certain bonds may be subject to the federal alternative minimum tax.  To the extent that the Fund’s distributions are derived from interest on bonds that are not exempt from applicable state and local taxes, such distributions will be subject to such state and local taxes.

 

PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES.  If you purchase shares of the Fund through a broker-dealer or other financial intermediary (such as a bank or financial advisor), the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your financial advisor to recommend the Fund over another investment.  Ask your financial advisor or visit your financial intermediary’s website for more information.

 

8



 

ADDITIONAL INFORMATION REGARDING RISKS AND INVESTMENT STRATEGIES

 

INVESTMENT OBJECTIVE. The Fund seeks to provide current income that is generally exempt from federal income taxes, and long-term total return.

 

PRINCIPAL INVESTMENT STRATEGY. The Fund seeks to achieve its investment objective by investing in investment grade municipal securities and non-investment grade municipal securities (known as “junk bonds”) that the sub-adviser, Wellington Management Company LLP (“Wellington Management”), considers to be attractive from a yield perspective while considering total return.  Under normal circumstances, the Fund will invest at least 80% of its net assets in municipal securities that pay interest exempt from federal income tax, and the Fund may invest up to 20% of its net assets in non-investment grade municipal securities.  The Fund may invest in securities that produce income subject to income tax, including the Alternative Minimum Tax.  The Fund may also invest in variable rate bonds known as “inverse floaters” that pay interest at rates that bear an inverse relationship to changes in short-term market interest rates.  The Fund will generally hold a diversified portfolio of investments across states and sectors, although the Fund is not required to invest in all states and sectors at all times.

 

The Fund normally will maintain a dollar weighted average duration equivalent to that of the Barclays Municipal Bond Short 1-5 Year Index, plus or minus two years. (Historically, the average duration of the Barclays Municipal Bond Short 1-5 Year Index is 2.7 years.)  Duration is a measure of the sensitivity of a fixed income security’s price to changes in interest rates.  The Fund’s average duration measure incorporates a bond’s yield, coupon, final maturity, and the effect of derivatives that may be used to manage the Fund’s interest rate risk.

 

Non-investment grade municipal securities are securities issued by state and local governments and their agencies or instrumentalities that are rated “Ba” or lower by Moody’s, “BB” or lower by S&P or “BB” or lower by Fitch, or securities which, if unrated, are determined by Wellington Management to be of comparable quality.  Non-investment grade securities are commonly referred to as “high yield - high risk” or “junk bonds.” Although the Fund may invest in securities of any maturity, the Fund tends to have an average maturity of 1-10 years.

 

The sub-adviser, Wellington Management, combines top-down strategy with bottom-up fundamental research and comprehensive risk management within the portfolio construction process. Bottom-up, internally generated, fundamental research attempts to identify relative value among sectors, within sectors, and between individual securities.

 

9



 

MAIN RISKS.  The primary risks of investing in the Fund are described below.  When you sell your shares they may be worth more or less than what you paid for them, which means that you could lose money as a result of your investment.  An investment in the Fund is not a bank deposit and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.  As with any fund, there is no guarantee that the Fund will achieve its investment objective.

 

Market Risk — Market risk is the risk that one or more markets in which the Fund invests will go down in value, including the possibility that the markets will go down sharply and unpredictably.  Securities may decline in value due to the activities and financial prospects of individual companies or to general market and economic movements and trends, including adverse changes to credit markets.

 

Municipal Securities Risks -  Municipal securities risks include the possibility that the issuer may not be able to repay the obligation, the relative lack of information about certain issuers of municipal securities, and the possibility of future legislative changes which could affect the market for and value of municipal securities.  These risks include:

 

·                  General Obligation Bonds Risks - The full faith, credit and taxing power of the municipality that issues a general obligation bond secures payment of interest and repayment of principal.  Timely payments depend on the issuer’s credit quality, ability to raise tax revenues and ability to maintain an adequate tax base.

·                  Revenue Bonds Risks - Payments of interest and principal on revenue bonds are made only from the revenues generated by a particular facility, class of facilities or the proceeds of a special tax or other revenue source.  These payments depend on the money earned by the particular facility or class of facilities, or the amount of revenues derived from another source.

·                  Private Activity Bonds Risks - Municipalities and other public authorities issue private activity bonds to finance development of industrial facilities for use by a private enterprise.  The private enterprise pays the principal and interest on the bond, and the issuer does not pledge its full faith, credit and taxing power for repayment.  If the private enterprise defaults on its payments, the Fund may not receive any income or get its money back from the investment.

·                  Moral Obligation Bonds Risks - Moral obligation bonds are generally issued by special purpose public authorities of a state or municipality.  If the issuer is unable to meet its obligations, repayment of these bonds becomes a moral commitment, but not a legal obligation, of the state or municipality.

·                  Municipal Notes Risks - Municipal notes are shorter term municipal debt obligations.  They may provide interim financing in anticipation of, and are secured by, tax collection, bond sales or revenue receipts.  If there is a shortfall in the anticipated proceeds, the notes may not be fully repaid and the Fund may lose money.

·                  Municipal Lease Obligations Risks - In a municipal lease obligation, the issuer agrees to make payments when due on the lease obligation.  The

 

10



 

issuer will generally appropriate municipal funds for that purpose, but is not obligated to do so. Although the issuer does not pledge its unlimited taxing power for payment of the lease obligation, the lease obligation is secured by the leased property.  However, if the issuer does not fulfill its payment obligation it may be difficult to sell the property and the proceeds of a sale may not cover the Fund’s loss.

 

Interest Rate Risk - The risk that your investment may go down in value when interest rates rise, because when interest rates rise, the prices of bonds and fixed rate loans fall.  A wide variety of factors can cause interest rates to rise, including central bank monetary policies and inflation rates.  Generally, the longer the maturity of a bond or fixed rate loan, the more sensitive it is to this risk.  Falling interest rates also create the potential for a decline in the Fund’s income. These risks are greater during periods of rising inflation.  Volatility in interest rates and in fixed income markets may increase the risk that the Fund’s investment in fixed income securities will go down in value.

 

Credit Risk - Credit risk is the risk that the issuer of a security or other instrument will not be able to make principal and interest payments when due. Changes in an issuer’s credit rating or the market’s perception of an issuer’s creditworthiness may also affect the value of the Fund’s investment in that issuer.  The degree of credit risk depends on both the financial condition of the issuer and the terms of the obligation.

 

Call Risk - Call risk is the risk that an issuer, especially during a period of falling interest rates, may redeem a security by repaying it early, which may reduce the Fund’s income if the proceeds are reinvested at lower interest rates.

 

Junk Bonds Risk - Although junk bonds generally pay higher rates of interest than investment grade bonds, junk bonds are high risk, speculative investments that may cause income and principal losses for the Fund.  The major risks of junk bond investments include:

 

·                  Junk bonds may be issued by less creditworthy issuers. Issuers of junk bonds may have a larger amount of outstanding debt relative to their assets than issuers of investment grade bonds.  In the event of an issuer’s bankruptcy, claims of other creditors may have priority over the claims of junk bond holders, leaving few or no assets available to repay junk bond holders.

·                  Prices of junk bonds are subject to extreme price fluctuations.  Adverse changes in an issuer’s industry and general economic conditions may have a greater impact on the prices of junk bonds than on other higher rated fixed-income securities.

·                  Issuers of junk bonds may be unable to meet their interest or principal payment obligations because of an economic downturn, specific issuer developments, or the unavailability of additional financing.

·                  Junk bonds frequently have redemption features that permit an issuer to repurchase the security from the Fund before it matures.  If the issuer redeems junk bonds, the Fund may have to invest the proceeds in bonds with lower yields and may lose income.

·                  Junk bonds may be less liquid than higher rated fixed-income securities,

 

11



 

even under normal economic conditions.  There are fewer dealers in the junk bond market, and there may be significant differences in the prices quoted for junk bonds by the dealers.  Because they are less liquid, judgment may play a greater role in valuing certain of the Fund’s securities than is the case with securities trading in a more liquid market.

·                  The Fund may incur expenses to the extent necessary to seek recovery upon default or to negotiate new terms with a defaulting issuer.  The credit rating of a high yield security does not necessarily address its market value risk.  Ratings and market value may change from time to time, positively or negatively, to reflect new developments regarding the issuer.

 

Investment Strategy Risk - The risk that, if the sub-adviser’s investment strategy does not perform as expected, the Fund could underperform its peers or lose money.  There is no guarantee that the Fund’s investment objective will be achieved.

 

The Fund is subject to certain additional risks, which are discussed below.

 

Additional Risks and Investment Information.

 

Many factors affect the Fund’s performance.  There is no assurance that the Fund will achieve its investment objective, and you should not consider any one fund alone to be a complete investment program.  The different types of securities, investments, and investment techniques used by the Fund have attendant risks of varying degrees.  The Statement of Additional Information (“SAI”) contains more detailed information about the Fund’s investment policies and risks.

 

Taxable Income Risk - The risk that the Fund may invest in securities or other instruments that produce income subject to income tax, including the Alternative Minimum Tax.

 

Derivatives Risk - The Fund may use derivatives for investment purposes and/or for hedging purposes, including anticipatory hedges.  Derivatives are instruments whose value depends on, or is derived from, the value of an underlying asset, reference rate or index.  Successful use of derivative instruments by the Fund depends on the sub-adviser’s judgment with respect to a number of factors and the Fund’s performance could be worse and/or more volatile than if it had not used these instruments.  Derivatives may involve significant risks, including:

 

·                  Counterparty/Credit Risk - the risk that the counterparty (the party on the other side of the transaction) on a derivative transaction will be unable to honor its financial obligation to the Fund.

·                  Currency Risk - the risk that changes in the exchange rate between currencies will adversely affect the value (in U.S. dollar terms) of an investment.

·                  Leverage Risk - the risk associated with certain types of investments or trading strategies that relatively small market movements may result in large changes in the value of an investment.  Certain investments or trading strategies that involve leverage can result in losses that greatly exceed the amount originally invested.

 

12



 

·                  Liquidity Risk - the risk that certain investments may be difficult or impossible to sell at the time that the seller would like or at the price that the seller believes the security is currently worth, which could expose the Fund to losses and could make derivatives more difficult for the Fund to value accurately.

·                  Index Risk - if the derivative is linked to the performance of an index, it will be subject to the risks associated with changes in that index.  If the index changes, the Fund could receive lower interest payments or experience a reduction in the value of the derivative to below what the Fund paid.  Certain indexed securities, including inverse securities (which move in an opposite direction to the index), may create leverage, to the extent that they increase or decrease in value at a rate that is a multiple of the changes in the applicable index.  For this reason, the Fund’s investment in these instruments may decline significantly in value if index levels move in a way that is not anticipated.

·                  Regulatory Risk — Government legislation or regulation may make derivatives more costly, may limit the availability of derivatives, or may otherwise adversely affect the use, value or performance of derivatives.

 

Hedging.  Hedging is a strategy in which the Fund uses a derivative to offset the risks associated with other Fund holdings.  While hedging can reduce losses, it can also reduce or eliminate gains or cause losses if the market moves in a manner different from that anticipated by the Fund or if the cost of the derivative outweighs the benefit of the hedge.  Hedging also involves the risk that changes in the value of the derivative will not match those of the holdings being hedged as expected by the Fund, in which case any losses on the holdings being hedged may not be reduced and may be increased.  There can be no assurance that the Fund’s hedging strategy will reduce risk or that hedging transactions will be either available or cost effective.  The Fund is not required to use hedging and may choose not to do so.

 

Leverage Risk — Certain transactions, including derivatives and when-issued, delayed delivery or forward commitment transactions, involve leverage.  Transactions involving leverage provide investment exposure in an amount exceeding the initial investment.  Leverage can increase market exposure, magnify investment risks, and cause losses to be realized more quickly. Leverage may also cause the Fund to be more volatile than if the Fund had not been leveraged, as relatively small market movements may result in large changes in the value of a leveraged investment. In order to reduce the risk associated with leveraging, the Fund may “set aside” liquid assets (often referred to as “asset segregation”), or otherwise “cover” its position in a manner consistent with the Investment Company Act of 1940, as amended, or the rules and SEC interpretations thereunder.  The Fund reserves the right to modify its asset segregation policies in the future to comply with any changes in the SEC’s positions regarding asset segregation.  The use of leverage may cause the Fund to liquidate portfolio positions to satisfy its obligations or to meet asset segregation requirements when it may not be advantageous to do so.

 

13



 

Liquidity Risk — The risk that a particular investment may be difficult to sell and that the Fund may be unable to sell the investment at an advantageous time or price.  Securities that are liquid at the time of purchase may later become illiquid due to events relating to the issuer of the securities, market events, rising interest rates, economic conditions or investor perceptions.  Illiquid securities may be difficult to value and their value may be lower than the market price of comparable liquid securities, which would negatively affect the Fund’s net asset value.

 

Counterparty Risk - The risk that the counterparty to an over-the-counter derivatives contract or a borrower of the Fund’s securities may be unable or unwilling to make timely principal, interest or settlement payments, or otherwise to honor its obligations.  The protections available to investors in exchanged traded derivatives may not be available for over-the-counter transactions.

 

Swaps Risk — The use of swaps is a highly specialized activity that involves investment techniques, risk analyses and tax planning different from those associated with ordinary portfolio securities transactions.  The Fund’s transactions in swaps — which may involve a variety of reference assets — may be significant.  These transactions can result in sizeable realized and unrealized capital gains and losses relative to the gains and losses from the Fund’s direct investments in the reference assets.

 

Transactions in swaps can involve greater risks than if the Fund had invested directly in the reference asset since, in addition to general market risks, swaps may be leveraged and are also subject to illiquidity risk, counterparty risk, credit risk and valuation risk.  Because they are two-party contracts and because they may have terms of greater than seven days, swap transactions may be considered to be illiquid.  Moreover, the Fund bears the risk of loss of the amount expected to be received under a swap in the event of the default or bankruptcy of a swap counterparty.  Some swaps may be complex and valued subjectively.  Swaps may also be subject to pricing or “basis” risk, which exists when a particular swap becomes extraordinarily expensive relative to historical prices or the price of corresponding cash market instruments.  Under certain market conditions it may not be economically feasible to initiate a transaction or liquidate a position in time to avoid a loss or take advantage of an opportunity.  If a swap transaction is particularly large or if the relevant market is illiquid, it may not be possible to initiate a transaction or liquidate a position at an advantageous time or price, which may result in significant losses.

 

The prices of swaps can be very volatile, and a variance in the degree of volatility or in the direction of the price of the reference asset from the sub-adviser’s expectations may produce significant losses in the Fund’s investments in swaps.  In addition, a perfect correlation between a swap and an investment position may be impossible to achieve.  As a result, the Fund’s use of swaps may not be effective in fulfilling the Fund’s investment strategies and may contribute to losses that would not have been incurred otherwise.

 

Certain swaps are centrally-cleared and will eventually be exchange-traded. Central clearing is expected to decrease credit risk and exchange-trading is expected to improve liquidity. However, central clearing does not make the contracts risk-free

 

14



 

and there is no guarantee that the Fund would consider exchange-traded swaps to be liquid.

 

In order to reduce the risk associated with leveraging, the Fund may “set aside” liquid assets (often referred to as “asset segregation”), or otherwise “cover” its position in a manner consistent with the Investment Company Act of 1940, as amended (the “1940 Act”) or the rules and SEC interpretations thereunder.  The Fund reserves the right to modify its asset segregation policies in the future to comply with any changes in the SEC’s positions regarding asset segregation.

 

Inverse Floater Risk - Inverse floaters earn interest at rates that vary inversely to changes in short-term interest rates.  As short-term interest rates rise, inverse floaters produce less income and as short-term interest rates fall, inverse floaters produce more income.  The prices and income of inverse floaters are generally more volatile than the prices and income of bonds with similar maturities.  An investment in inverse floaters involves the risk of loss of principal and typically will involve greater risk than an investment in a municipal fixed rate security.  Inverse floaters generally will underperform the market for fixed rate municipal securities in a rising interest rate environment.

 

Foreign Investments Risk - Investments in foreign securities may be riskier than investments in U.S. securities and may also be less liquid and more difficult to value than securities of U.S. issuers.  Foreign investments may be affected by the following:

 

·                  Currency Risk — Securities and other instruments in which the Fund invests may be denominated or quoted in currencies other than the U.S. dollar. For this reason, changes in foreign currency exchange rates can affect the value of the Fund’s portfolio. Generally, when the U.S. dollar rises in value against a foreign currency, a security denominated in that currency loses value because the currency is worth fewer U.S. dollars. Conversely, when the U.S. dollar decreases in value against a foreign currency, a security denominated in that currency gains value because the currency is worth more U.S. dollars.

·                  changes in foreign or U.S. law or restrictions applicable to such investments and in exchange control regulations

·                  increased volatility

·                  substantially less volume on foreign stock markets and other securities markets

·                  higher commissions and dealer mark-ups

·                  inefficiencies in certain foreign clearance and settlement procedures that could result in an inability to execute transactions or delays in settlement

·                  less uniform accounting, auditing and financial reporting standards

·                  less publicly available information about a foreign issuer or borrower

·                  less government regulation

·                  unfavorable foreign tax laws

·                  political, social, economic or diplomatic developments in a foreign country or region

·                  differences in individual foreign economies.

 

15



 

·                  Governments in many emerging market countries participate to a significant degree in their economies and securities markets, which may impair investment and economic growth.  In addition, global economies and financial markets are becoming increasingly interconnected, which increases the possibility that conditions in one country or region might adversely impact issuers in a different country or region.

 

Forward Currency Contracts Risk - A forward currency contract is an agreement between two parties to buy and sell a currency at a set price on a future date. The Fund may enter into forward currency contracts in connection with settling purchases or sales of securities, to hedge the currency exposure associated with some or all of the Fund’s securities or as part of its investment strategy. The market value of a forward currency contract fluctuates with changes in foreign currency exchange rates. Forward foreign currency exchange contracts do not eliminate fluctuations in the value of foreign securities but allow the Fund to establish a fixed rate of exchange for a future point in time. Use of such contracts, therefore, can have the effect of reducing returns and minimizing opportunities for gain. The Fund could also lose money when the contract is settled. Gains from foreign currency contracts are typically taxable as ordinary income and may significantly increase an investor’s tax liability.

 

Illiquid Investments Risk — Illiquid investments are investments that the Fund cannot sell within seven days at approximately current value. The Fund may invest up to 15% of its net assets in such investments.  In addition, securities and other investments purchased by the Fund that are liquid at the time of purchase may subsequently become illiquid due to events relating to the issuer of the securities, market events, rising interest rates, economic conditions or investor perceptions.  If the Fund holds illiquid investments it may be unable to quickly sell them or may be able to sell them only at a price below current value.  If one or more of the Fund’s investments becomes illiquid, the Fund may exceed its limit on such investments. In this case, the Fund will consider appropriate steps to bring the Fund’s holdings back under the limit.

 

Restricted Securities Risk — Restricted securities are securities that cannot be offered for public resale unless registered under the applicable securities laws or that have a contractual restriction that prohibits or limits their resale. They may include private placement securities that have not been registered under the applicable securities laws. Restricted securities may not be listed on an exchange and may have no active trading market.

 

Restricted securities may be illiquid. The Fund may be unable to sell them on short notice or may be able to sell them only at a price below current value. Also, the Fund may get only limited information about the issuer of a restricted security, so it may be less able to predict a loss. In addition, if Fund management receives material nonpublic information about the issuer, the Fund may as a result be unable to sell the securities.

 

New Fund Risk - The Fund is a new fund which may result in additional risk. There can be no assurance that the Fund will grow to an economically viable size, in which case the Fund may cease operations. In such an event, investors may be required to liquidate or transfer their investments at an inopportune time.

 

16



 

ETF Risk and ETN Risk -  An investment in an exchange traded fund (“ETF”) generally presents the same primary risks as an investment in a fund that is not exchange-traded that has the same investment objectives, strategies and policies as the ETF.  ETF investments are also subject to the risk that the ETF may fail to accurately track the market segment or index that underlies its investment objective; more frequent price fluctuations, resulting in a loss to the Fund; the risk that the ETF may trade at a price that is lower than its NAV; and the risk that an active market for the ETF’s shares may not develop or be maintained.  ETFs are also subject to specific risks depending on the nature of the ETF, such as liquidity risk, sector risk, and foreign and emerging market risk, as well as risks associated with fixed income securities, real estate investments and commodities.  An investment in an ETF presents the risk that the ETF may no longer meet the listing requirements of any applicable exchanges on which the ETF is listed. The Fund will indirectly pay a proportional share of the asset-based fees of the ETFs in which the Fund invests.

 

Exchange traded notes (“ETNs”) are a type of unsecured, unsubordinated debt security that have characteristics and risks similar to those of fixed-income securities and trade on a major exchange similar to shares of ETFs. Unlike other types of fixed income securities, however, the performance of ETNs is based upon that of a market index or other reference asset minus fees and expenses, no coupon payments are made and no principal protection exists.  The value of an ETN may be affected by time to maturity, level of supply and demand for the ETN, volatility and lack of liquidity in underlying commodities or securities markets, changes in the applicable interest rates, changes in the issuer’s credit rating and economic, legal, political or geographic events that affect the referenced commodity or security. The Fund’s ability to sell its ETN holdings also may be limited by the availability of a secondary market and the Fund may have to sell such holdings at a discount. ETNs also are subject to counterparty credit risk, fixed-income risk and tracking error risk (where the ETN’s performance may not match or correlate to that of its market index). ETNs also incur certain expenses not incurred by their applicable index.

 

Other Investment Companies - Restrictions on Investments.  Investments in securities of other investment companies, including ETFs, are generally subject to limitations prescribed by the Investment Company Act of 1940, as amended (the “1940 Act”) and its rules, and applicable SEC staff interpretations or applicable exemptive relief granted by the SEC.  Such investments subject the Fund to the risks that apply to the other investment company and may increase the Fund’s expenses to the extent it pays fees charged by the other investment company.

 

Use as Underlying Fund Risk

 

The Fund may be an investment (an “Underlying Fund”) of one or more fund of funds. The term “fund of funds” refers to a mutual fund that pursues its investment objective by investing primarily in other mutual funds.

 

Risks Related to the Fund of Funds Structure for Underlying Funds:

 

·                  A fund-of-funds structure could increase or decrease gains and could affect the timing, amount and character of distributions to you from the fund for investments you make directly in the fund.

 

17



 

·                  The Fund, as an Underlying Fund, may experience relatively large redemptions or investments as the fund of funds periodically reallocates or rebalances its assets. These transactions may cause the Fund to sell securities to meet such redemptions, or to invest in cash, at times it would not otherwise do so, and may as a result increase transaction costs and adversely affect Fund performance.

 

Use of Cash or Money Market Investments

 

The Fund may invest some or all of its assets in cash, high quality money market instruments (including, but not limited to U.S. government securities, bank obligations, commercial paper and repurchase agreements involving the foregoing securities) and shares of money market investment companies for temporary defensive purposes in response to adverse market, economic or political conditions.  In addition, the Fund may invest some of its assets in these instruments to maintain liquidity or in response to atypical circumstances such as unusually large cash inflows or redemptions.  Under such conditions, the Fund may not invest in accordance with its investment objective or principal investment strategy and, as a result, there is no assurance that the Fund will achieve its investment objective, and may lose the benefit of market upswings.

 

About The Fund’s Investment Objective

 

The Fund’s investment objective may be changed by the Fund’s Board without approval of the shareholders of the Fund.  The Fund’s prospectus will be updated prior to any change in the Fund’s investment objective.

 

Consequences of Portfolio Trading Practices

 

The Fund may have a relatively high portfolio turnover and may, at times, engage in short-term trading.  Such activity could produce higher brokerage expenses for the Fund and higher taxable distributions to the Fund’s shareholders and therefore could adversely affect the Fund’s performance.  The Fund is not managed to achieve a particular tax result for shareholders.  Shareholders should consult their own tax advisor for individual tax advice.

 

Investment Policies

 

The Fund has a name which suggests a focus on a particular type of investment. In accordance with Rule 35d-1 under the 1940 Act, the Fund has adopted a policy that it will, under normal circumstances, invest at least 80% of the value of its net assets, plus the amount of any borrowings for investment purposes, in municipal securities whose interest is exempt from federal income tax. This requirement is applied at the time the Fund invests its assets. If, subsequent to an investment by the Fund, this requirement is no longer met, the Fund’s future investments will be made in a manner that will bring the Fund into compliance with this requirement.  The Fund’s policy to invest at least 80% of its assets in such a manner is a “fundamental” one, which means that it may not be changed without the vote of a majority of the Fund’s outstanding shares as defined in the 1940 Act.

 

18



 

Additional Investment Strategies and Risks

 

The Fund may invest in various securities and engage in various investment techniques that are not the principal focus of the Fund and, therefore, are not described in this prospectus.  These securities and techniques, together with their risks, are discussed in the Fund’s Combined SAI, which may be obtained free of charge by contacting the Fund (see back cover for address, phone number and website address).

 

Disclosure of Portfolio Holdings

 

Each Hartford Fund will publicly disclose its complete month-end portfolio holdings, excepting certain de minimis or short-term investments, on the Funds’ web site at www.hartfordfunds.com no earlier than 25 calendar days after the end of each month, except: (a) each Fund that is a “fund of funds” will publicly disclose its complete month-end portfolio holdings of Underlying Funds in which it invests (and the percentage invested in each) no earlier than 15 calendar days after the end of that month; and (b) a Fund that has a wholly owned subsidiary will publicly disclose its direct holdings and the holdings of its subsidiary (as if held directly) no earlier than 25 calendar days after the end of each month.

 

Each Fund (other than the Alternative Strategies Fund and the funds of funds) also will publicly disclose on its web site its largest ten holdings (in the case of equity funds) or largest ten issuers (in the case of fixed income funds) in which it invests (and the percentage invested in each) no earlier than 15 calendar days after the end of each month, except: (1) if a Fund is a “balanced fund” or “multi asset” fund (i.e., a fund that invests in both equity and fixed income securities), the Fund will publicly disclose its largest ten fixed income holdings and largest ten equity holdings (and the percentage invested in each holding); and (2) if a Fund has a wholly owned subsidiary, it will determine its largest ten holdings as if the Fund directly held the securities of its subsidiary.

 

A description of the Funds’ policies and procedures with respect to the disclosure of the Funds’ portfolio securities is available in the Funds’ SAI.

 

19



 

THE INVESTMENT MANAGER AND SUB-ADVISER

 

The Investment Manager

 

The Fund’s Investment Manager is the investment manager to each Hartford Fund. The Investment Manager is an indirect subsidiary of The Hartford Financial Services Group, Inc. (“The Hartford”), a Connecticut-based financial services company.  Excluding affiliated fund of funds, as of March 31, 2015, the Investment Manager had approximately $96.0 billion (or $75.7 billion additionally excluding certain annuity products) in discretionary and non-discretionary assets under management.  The Investment Manager is responsible for the management of the Fund and supervises the activities of the investment sub-adviser described below.  The Investment Manager is principally located at 5 Radnor Corporate Center, Suite 300, 100 Matsonford Road, Radnor, Pennsylvania 19087.

 

The Investment Manager relies on an exemptive order from the Securities and Exchange Commission (“SEC”) under which it uses a “Manager of Managers” structure. The Investment Manager has responsibility, subject to oversight by the Board of Directors, to oversee the sub-adviser and recommend its hiring, termination and replacement.  The exemptive order permits the Investment Manager to appoint a sub-adviser not affiliated with the Investment Manager with the approval of the Board of Directors and without obtaining approval from the Fund’s shareholders. Within 90 days after hiring any new sub-adviser, the Fund’s shareholders will receive information about the new sub-advisory relationship.

 

The Investment Sub-Adviser

 

Wellington Management serves as the Fund’s sub-adviser and provides day-to-day management for the Fund’s portfolio.  Wellington Management is a Delaware limited liability partnership with principal offices at 280 Congress Street, Boston, Massachusetts 02210.  Wellington Management is a professional investment counseling firm that provides investment services to investment companies, employee benefit plans, endowments, foundations, and other institutions. Wellington Management and its predecessor organizations have provided investment advisory services for over 80 years. Wellington Management is owned by the partners of Wellington Management Group LLP, a Massachusetts limited liability partnership.  As of March 31, 2015, Wellington Management had investment management authority with respect to approximately $939 billion in assets.

 

Portfolio Managers.  The Fund’s SAI provides additional information about the portfolio managers’ compensation, other accounts managed by the portfolio managers and the portfolio managers’ ownership of securities in the Fund.

 

Brad W. Libby, Managing Director and Fixed Income Portfolio Manager/Credit Analyst of Wellington Management, has served as portfolio manager of the Fund since 2015. Mr. Libby joined Wellington Management as an investment professional in 2010. Prior to joining Wellington Management, Mr. Libby was an investment professional with Putnam Investments (1996 to 2009).

 

20



 

Timothy D. Haney, CFA, Senior Managing Director and Fixed Income Portfolio Manager of Wellington Management, has served as portfolio manager of the Fund since 2015. Mr. Haney joined Wellington Management as an investment professional in 2005.

 

Soft Dollar Practices

 

The sub-adviser is responsible for the day-to-day portfolio management activities of the Fund, including effecting securities transactions. To the extent consistent with Section 28(e) of the Securities Exchange Act of 1934 (the “1934 Act”), the sub-adviser may obtain “soft dollar” benefits in connection with the execution of transactions for the Fund. The sub-adviser may cause the Fund to pay a broker-dealer an amount in excess of the amount that another broker-dealer would have charged for the same transaction, in exchange for “brokerage and research services” (as defined in the 1934 Act). Neither the management fees nor the sub-advisory fees are reduced because the sub-adviser receives these products and services. These products and services may be of value to the sub-adviser in advising its clients (including the Fund), although not all of these products and services are necessarily useful and of value in managing the Fund. These products and services may include research reports, access to management personnel, financial newsletters and trade journals, seminar and conference fees, quantitative analytical software, data services, communication services relating to (or incidental to) the execution, clearing and settlement of securities transactions, post-trade services relating to functions incidental to trade execution, and other products and services that are permitted under Section 28(e), as interpreted by the SEC from time to time. In certain instances, these products and services may have additional uses that are not related to brokerage or research. For such “mixed use” items, in accordance with SEC guidance, the sub-adviser will make a reasonable allocation of the cost of the item according to its expected use, and will pay for that portion of the item that does not have a brokerage or research-related component out of its own pocket.

 

MANAGEMENT FEE.  The Fund pays a monthly management fee to the Investment Manager at the annual rate, based on the Fund’s average daily net asset value, shown below.

 

The management fee set forth in the Fund’s investment advisory agreement is 0.350% of the first $500 million, 0.300% of the next $500 million, 0.290% of the next $1.5 billion, 0.285% of the next $2.5 billion, and 0.280% in excess of $5 billion annually of the Fund’s average daily net assets.  The Investment Manager pays a sub-advisory fee to Wellington Management out of its advisory fee.

 

A discussion regarding the basis for the Board of Directors’ approval of the investment management agreement for the Fund with the Investment Manager, as well as the investment sub-advisory agreement between the Investment Manager and the Fund’s sub-adviser, will be available in the Fund’s annual report to shareholders for the fiscal year ended October 31, 2015.

 

ACQUIRED FUND FEES AND EXPENSES.  The Fund will indirectly bear a pro rata share of fees and expenses incurred by the investment companies in which the Fund is invested.  The Fund’s pro rata portion of the cumulative expenses charged

 

21



 

by the investment companies is calculated as a percentage of the Fund’s average net assets.  The pro rata portion of the cumulative expenses may be higher or lower depending on the allocation of the Fund’s assets among the investment companies and the actual expenses of the investment companies.

 

22



 

CLASSES OF SHARES

 

The Fund offers for sale three classes of shares: Class A, Class C and Class I.

 

Investor Requirements.

 

This section describes investor requirements for each class of shares offered by Hartford Funds.  The Fund may, in its sole discretion, modify or waive the eligibility requirements for purchases of any class of its shares.

 

Class A and Class C Shares — Class A and Class C shares are generally available for purchase by all investors.  However, Class A shares are not generally available to retirement plans.

 

Class I Shares — Class I shares are only offered:

 

·                  through advisory fee-based wrap programs sponsored by financial intermediaries, such as brokerage firms, investment advisers, financial planners, third-party administrators, insurance companies, and any other institutions that have a selling, administration or any similar agreement with the Fund, whose use of Class I shares will depend on the structure of the particular advisory fee-based wrap program, and

 

·                  to current or retired officers, directors and employees (and their families, as defined below under “Accumulation Privilege”) of the Fund, The Hartford, the sub-advisers to Hartford Funds, Hartford Administrative Services Company, and their affiliates.

 

These eligible investors may purchase Class I shares, which are offered at net asset value without any sales charge or any distribution or service fee.  Ineligible investors who select Class I shares will be issued Class A shares.  Class A shares are subject to a front-end sales charge and a distribution and service fee unless an investor qualifies for the waiver of the Class A front-end sales charge.

 

Choosing a Share Class

 

Each share class has its own cost structure, allowing you to choose the one that best meets your needs. For estimated expenses of each share class, see the Fund information earlier in this prospectus. Your financial representative can help you decide.

 

In making your decision regarding which share class may be best for you to invest in, please keep in mind that your financial representative or plan administrator may receive different compensation depending on the share class you buy and different share classes may offer you different services. You should consult with your financial intermediary about the comparative pricing and features of each share class, the services available for shareholders in each share class, the compensation that your financial intermediary will receive in connection with each share class and other factors that may affect your decision about the best share class to buy.

 

Each class, except Class I, has adopted a Rule 12b-1 plan that allows that class to pay distribution and service fees for the sale and distribution of its shares and for providing services to shareholders. Because these fees are paid out of the Fund’s

 

23



 

assets on an ongoing basis, over time these fees will increase the cost of your investment and may cost you more than paying other types of sales charges.

 

 

 

Sales Charge

 

Deferred Sales
Charge (Load)

 

Distribution
and Services
(12b-1) Fees(1)

 

Administrative
 Fee(1)

 

Class A

 

Described under the subheading “How Sales Charges are Calculated”

 

Described under the subheading “How Sales Charges are Calculated”

 

0.25

%

None

 

Class C(2)

 

None

 

1.00% on shares sold within one year of purchase

 

1.00

%

None

 

Class I

 

None

 

None

 

None

 

None

 

 


(1)       As a percentage of the Fund’s average net assets.

(2)       No automatic conversion to Class A shares, so annual expenses continue at the Class C level throughout the life of your investment.

 

How Sales Charges Are Calculated

 

Class A shares pay sales charges and commissions to dealers for the Fund as follows. The offering price includes the front-end sales charge.

 

YOUR INVESTMENT

 

As a % of
Offering Price

 

As a % of Net
Investment

 

Dealer
Commission-As
Percentage of
Offering Price

 

Less than $50,000

 

4.50

%

4.71

%

3.75

%

$ 50,000 – $ 99,999

 

4.00

%

4.17

%

3.50

%

$100,000 – $249,999

 

3.50

%

3.63

%

3.00

%

$250,000 – $499,999

 

2.50

%

2.56

%

2.00

%

$500,000 – $999,999

 

2.00

%

2.04

%

1.75

%

$1 million or more(1)

 

0

%

0

%

0

%

 


(1)         Investments of $1 million or more in Class A shares may be made with no front-end sales charge. However, if you qualify to purchase your Class A shares without any sales charge and you redeem those shares within 18 months of the purchase, you may pay a contingent deferred sales charge (CDSC) of 1.00% on any Class A shares sold. For purposes of this CDSC, all purchases made during a calendar month are counted as having been made on the first day of that month. The amount of any  CDSC is based on the lesser of the original purchase cost or the current market value of the shares being sold and is not charged on shares you acquired by reinvesting your dividends and capital gains distributions. To keep your CDSC as low as possible, each time you place a request to sell shares, we will first sell any shares in your account that are not subject to a CDSC.

 

In order to determine the dollar amount of the sales charges you pay, we multiply the applicable percentage by the dollar amount of your desired investment. The total dollar amount of the sales charge is rounded to two decimal places using standard rounding criteria and is included in the public offering price of the Fund.  Your total purchase amount is then divided by the Fund’s per share public offering price to determine the number of shares you receive in the Fund. This number is rounded to three decimal places using standard rounding criteria.  Because of

 

24



 

rounding discussed above, the front-end sales charge you pay, when expressed as a percentage of the offering price, may be higher or lower than the amount as stated in the Fund’s fee table (as illustrated in the table above).

 

For example, you want to invest $100.00 in Class A shares of a Fund. Assume the shares have a public offering price of $15.72 (includes front-end sales charge), a total net asset value of $14.86, and a front-end sales charge of 5.5%.  The total dollar amount of the sales charge would be $5.48; the total net asset value of the shares purchased would be $94.52; and the total number of shares purchased would equal 6.361 shares.  Therefore, the calculated sales charge rate is 5.48% (sales charge paid divided by the net investment). Please note that this example is a hypothetical and is not intended to represent the value of any Hartford Fund.

 

The distributor may pay up to the entire amount of the sales commission to particular broker-dealers. The distributor may pay dealers of record commissions on purchases of over $1 million in an amount of up to 1.00% on the first $10 million, 0.50% of the next $30 million, 0.25% of share purchases over $40 million. This commission schedule may also apply to certain sales of Class A shares made to investors that qualify under any of the last four categories listed under “Waivers for Certain Investors.”

 

Class C deferred sales charges are listed below.  No CDSC is charged on shares acquired through reinvestment of dividends and capital gains distributions. The CDSC is based on the original purchase cost or the current market value of the shares being sold, whichever is less. A front-end sales charge is not assessed on Class C shares.

 

YEARS AFTER PURCHASE

 

CDSC

 

1st year

 

1.00

%

After 1 year

 

None

 

 

For purposes of the Class C CDSC, all purchases made during a calendar month are counted as having been made on the first day of that month. To determine whether a CDSC applies, the Fund redeems shares in the following order: (1) shares acquired through reinvestment of dividends and capital gains distributions, and (2) shares held over 1 year.  Please note that for purposes of the expense examples shown in this prospectus, the figures include the effect of Class C CDSC as if it had been incurred prior to the expiration of the applicable period.

 

When requesting a redemption, the amount withdrawn from your account will equal the specified dollar amount of the redemption request plus the dollar amount of any applicable CDSC.  If you do not want any additional amount withdrawn from your account to cover the CDSC due, please indicate that the applicable CDSC should be withdrawn from the total distribution amount requested.

 

Proceeds from the CDSC are paid to the distributor and are used in whole or in part by the distributor to defray its expenses related to providing distribution-related services to the Fund in connection with the sale of the Class A and Class C shares, such as the payment of compensation to select selling brokers for selling these classes of shares. The combination of the CDSC and the distribution and service fees facilitates the ability of the Fund to sell the Class C shares without a front-end

 

25



 

sales charge being deducted, and to sell Class A shares with a 2.00%, 3.00%, 4.50% or 5.50% maximum sales charge, as applicable, at the time of the purchase.

 

Although the Fund does not charge a transaction fee, you may be charged a fee by brokers or financial intermediaries for the purchase or sale of the Fund’s shares through that broker or financial intermediary. This transaction fee is separate from any sales charge that the Fund may apply.

 

Sales Charge Reductions And Waivers

 

Reducing Your Class A Sales Charges There are several ways you can combine multiple purchases of shares of the Fund to take advantage of the breakpoints in the Class A shares’ sales charge schedule. Please note that you or your broker must notify the Fund’s transfer agent that you are eligible for these breakpoints every time you have a qualifying transaction.

 

·                  Accumulation Privilege — permits any qualifying investor to purchase Class A shares of any Hartford Fund (other than series of Hartford Series Fund, Inc. and Hartford HLS Series Fund II, Inc. (“Hartford HLS Funds”)) and 529 college savings plan accounts administered by The Hartford at the offering price that applies to the total of:  (a) the dollar amount then being purchased plus (b) an amount equal to the then-current, as of the business day immediately prior to such purchases, net asset value of the purchaser’s holdings of all shares (other than Class R3, Class R4, Class R5 and Hartford HLS Funds) and 529 college savings plan accounts administered by The Hartford. For purposes of this Privilege, a qualifying investor may include all shares owned by family members and for accounts opened on or after August 16, 2004, a family member is the owner’s spouse (or legal equivalent recognized under state law) and any children under 21.  For accounts opened before August 16, 2004, please see the SAI for more information.  Employer-sponsored retirement plans or certain tax qualified retirements accounts may also receive these breakpoints as long as the Fund’s transfer agent or the financial intermediary is notified at the time of purchase.  The Accumulation Privilege may be amended or terminated at any time as to subsequent purchases.

 

·                  Letter Of Intent — lets you purchase Class A shares of the Fund over a 13-month period and receive the same sales charge as if all shares had been purchased at once.  Any person may use a Letter of Intent (“LOI”) to qualify for a reduced sales charge on purchases of Class A shares.  Please note: (i) retirement plans that receive breakpoints at the plan level do not qualify for the LOI privilege and (ii) Class A shares acquired through the reinvestment of distributions do not constitute purchases for purposes of the LOI.  A Class A shareholder may include, as an accumulation credit towards the completion of an LOI, the value of all shares of all funds of The Hartford Mutual Funds, Inc., The Hartford Mutual Funds II, Inc. and 529 college savings plan accounts administered by The Hartford owned by the shareholder as described above under “Accumulation Privilege.”  Such value is determined based on the public offering price on the date of the LOI. During the term of a LOI, the Fund’s transfer agent will hold shares in escrow to secure payment of the higher sales charge applicable for shares

 

26



 

actually purchased if you do not purchase the amount indicated on the LOI.  Dividends and capital gains will be paid on all escrowed shares and these shares will be released when the amount indicated on the LOI has been purchased.  A LOI does not obligate you to buy or the Fund to sell the indicated amount of the LOI.  If a Class A shareholder exceeds the amount specified in the LOI and reaches an amount that would qualify for a further quantity discount, the applicable breakpoints in the Class A shares’ sales charge schedule will be applied to such additional Class A share purchases.  Any resulting difference in offering price will be used to purchase additional Class A shares for the shareholder’s account at the applicable offering price.  If the Class A shareholder does not purchase the amount specified in the LOI within thirty days after a written request by the Fund’s transfer agent, the Fund’s transfer agent will redeem an appropriate number of escrowed shares for an amount equal to the difference between the sales charge paid and the sales charge that would have been paid had the aggregate purchases been made at a single time.  This redemption may be treated and reported as a taxable transaction to you, as discussed in the “Fund Distributions and Tax Matters” section of this prospectus.  Purchases based on a LOI may include holdings as described above under “Accumulation Privilege.”  Additional information about the terms of the LOI is available from your registered representative or from the Fund’s transfer agent at 1-888-843-7824.

 

Waivers For Certain Investors

 

Front-End Sales Charge.  The Class A shares front-end sales charge may be reduced or waived for the following individuals and institutions:

 

·                  selling broker-dealers and their employees and sales representatives (and their families, as defined above under the “Accumulation Privilege” section) provided, however, that only those employees of such broker-dealers who, as a part of their usual duties, provide services related to transactions in Fund shares shall qualify,

 

·                  financial representatives utilizing Fund shares in fee-based investment products under a signed agreement with the Fund,

 

·                  current or retired officers, directors and employees (and their families, as defined above under the “Accumulation Privilege” section) of the Fund, The Hartford, the sub-advisers to Hartford Funds, Hartford Administrative Services Company, and their affiliates.  Such individuals may also purchase Class I shares at net asset value,

 

·                  welfare benefit plans investing in Fund shares through group variable funding agreements issued by Hartford Life Insurance Company,

 

·                  college savings programs that are qualified state tuition programs under Section 529 of the Internal Revenue Code, and

 

·                  investors purchasing through a financial intermediary that has entered into an agreement with the distributor to offer shares to self-directed investment brokerage accounts that may or may not charge a transaction fee to customers.

 

27



 

In order to receive the sales charge reductions or waivers, you must notify the Fund’s transfer agent of the reduction or waiver request when you place your purchase order. The Fund’s transfer agent may require evidence of your qualification for such reductions or waivers. Additional information about the sales charge reductions or waivers can be obtained from the Fund’s transfer agent. The 1.00% CDSCs indicated above also may be waived where the distributor does not compensate the broker for the sale.

 

CDSC Waivers.  As long as the Fund’s transfer agent is notified at the time you sell, the CDSC for each applicable share class will generally be waived in the following cases:

 

·                  to make Systematic Withdrawal Plan payments that are limited annually to no more than 12% of the value of the account at the time the plan is initiated or updated.

 

·                  for death or disability.

 

·                  under reorganization, liquidation, merger or acquisition transactions involving other investment companies.

 

·                  under the following circumstances, for employer-sponsored retirement plans or tax qualified retirement accounts:

 

(1)               to return excess contributions,

 

(2)               hardship withdrawals as defined in employer-sponsored retirement plans,

 

(3)               under a Qualified Domestic Relations Order as defined in the Internal Revenue Code,

 

(4)               to meet minimum distribution requirements under the Internal Revenue Code,

 

(5)               to make “substantially equal payments” as described in Section 72(t) of the Internal Revenue Code, and

 

(6)               after separation from service.

 

·                  for Class C shares only, for withdrawals made pursuant to loans taken from qualified retirement plans.  Loans are defined by the retirement plan’s administrator at the time of the withdrawal.

 

Reinstatement Privilege

 

If you sell shares of the Fund, you may reinvest some or all of the proceeds in shares of the Fund or any other Hartford Fund within 90 days without a sales charge, as long as the Fund’s transfer agent is notified before you reinvest; except that, certain qualified plans may only reinvest as a rollover within 60 days of selling shares of the Fund.  In this case, once the 60 day rollover period has ended, such qualified plans may reinvest only those funds that do not exceed the maximum qualified plan contribution amount for their account in that given tax year.  If you sold Class A or C shares, you must reinvest in shares of the same class to take advantage of the reinstatement privilege.  If you paid a CDSC when you sold your

 

28



 

Class A or Class C shares, you will be credited with the amount of that CDSC.  All accounts involved must have the same registration.

 

Information about sales charges and sales charge reductions or waivers is available, free of charge, on the Fund’s website www.hartfordfunds.com.  The website includes hyperlinks that facilitate access to this information.

 

29



 

HOW TO BUY AND SELL SHARES

 

IMPORTANT INFORMATION ABOUT PROCEDURES FOR OPENING A NEW ACCOUNT

 

To help the government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify, and record information that identifies each person who opens a new account. What does this mean for you?  When you open a new account, you will be asked to provide your name, residential address, date of birth, social security number and other information that identifies you. You may also be asked to show your driver’s license or other identifying documents.

 

For non-persons wishing to open an account or establish a relationship, Federal law requires us to obtain, verify and record information that identifies each business, entity or individual holding 25% or more ownership with that entity.  What does this mean for you?  When you open an account or establish a relationship, we will ask for your business name, a street address, a tax identification number and may request additional information pertaining to the entity.

 

We are also required to obtain information that identifies each authorized signer by requesting name, residential address, date of birth and social security number for each of your authorized signers.  We appreciate your cooperation.

 

If the Fund is not able to adequately identify you within the time frames set forth in the law, your shares may be automatically redeemed.  If the net asset value per share has decreased since your purchase, you will lose money as a result of this redemption.  You may also incur any applicable sales charge.

 

Of critical importance, is the location of those authorized to transact on an account at the time the transaction request is placed with the Fund.  In general, shareholders and authorized traders may only place trades with the Fund when physically in the U.S., a U.S. territory, stationed at a military base, or stationed at a U.S. Embassy.  The location of the authorized caller may be obtained on a recorded phone call or in writing.

 

Opening an Account

 

1.            Read this prospectus carefully.

 

2.            Determine how much you want to invest.  The minimum investment amounts are as follows:

 

·                  Class A, Class C and Class I shares – $2,000 for initial investments, at least $50 for subsequent investments; except Automatic Investment Plans, which require $250 to open and at least $50 per month invested in the Fund thereafter.

 

Minimum investment amounts may be waived for certain employer-sponsored retirement accounts and for proprietary wrap programs that are sponsored by broker-dealers or at the transfer agent’s discretion.

 

3.            Complete the appropriate parts of the account application including any reduced sales charge privileges you wish to request.  By applying for privileges now, you can avoid the delay and inconvenience of having to file an additional

 

30



 

application if you want to add privileges later.  If you have questions and you hold shares through a financial representative or retirement plan, please contact your financial representative or plan administrator.  If you hold shares directly with the Fund, please call the transfer agent at 1-888-843-7824.

 

4.            Make your initial investment selection.  You or your financial representative can initiate any purchase, exchange or sale of shares.

 

Class C Shares Purchase Limits

 

Purchases of Class C shares are subject to a total account value limitation at the time of purchase of $999,999.  If your existing accounts for all share classes (except Class R3, Class R4 and Class R5) held with the distributor have a total value equal to $999,999, you will not be able to purchase Class C shares.  For the purpose of determining your total account value, existing accounts for all share classes (except Class R3, Class R4 and Class R5) held with the distributor that are linked under a Letter of Intent or Accumulation Privilege will be included.  Dealers and other financial intermediaries purchasing shares for their customers in omnibus accounts are responsible for compliance with these limits.  You should consult your financial adviser when choosing a share class.

 

Buying Shares

 

Class A and Class C Shares:

 

·                  On the Web (Class A and Class C only) — Visit www.hartfordfunds.com, select “Individual Investor” from the role drop-down menu at the top of the home page.  Then select Mutual Fund from the Account Access drop-down menu.  Enter your user name and password, and select Login.  First time users will need to create a user name and password by selecting the “Register” link.  Once you have added your banking information by selecting the Add Bank Instructions function, click on “View Account Details” for the appropriate account.  Select “Purchase Shares” from the “Select Action” menu, next to the Fund, and follow the instructions on the Purchase Shares Request pages to complete and submit the request.

 

·                  By Phone — To place your order, call the transfer agent at 1-888-843-7824 between 8 A.M. and 7 P.M. Eastern Time Monday through Thursday and between 8 A.M. and 6 P.M. Eastern Time on Friday.  Tell the transfer agent the Fund name, share class, account and the name(s) in which the account is registered and the amount of your investment.  Complete transaction instructions on a specific account must be received in good order and confirmed by Hartford Funds prior to 4 P.M. Eastern Time or the close of the New York Stock Exchange, whichever comes first. Any transaction on an account received after such time will receive the next business day’s offering price.  For your protection, telephone requests may be recorded in order to verify their accuracy.

 

·                  In Writing With a Check — Make out a check for the investment amount, payable to “Hartford Funds.”  Complete the application or detachable investment slip from an account statement, or write a letter of instruction specifying the Fund name and share class, account number and the

 

31



 

name(s) in which the account is registered.  Deliver the check and your completed application, investment slip, or letter of instruction to your financial representative or plan administrator, or mail to:

 

Hartford Funds

P.O. Box 55022

Boston, MA 02205-5022

 

Or by overnight mail to:

Hartford Funds

30 Dan Road, Suite 55022

Canton, MA 02021-2809

 

·                  By Wire - For complete instructions on how to purchase shares of Hartford Funds by wire, contact Hartford Funds at 1-888-843-7824.

 

Class I — As previously mentioned, Class I shares are offered:

 

·                  through advisory fee-based wrap programs sponsored by financial intermediaries and any other institutions that have agreements with the Fund, whose use of Class I shares will depend on the structure of the particular advisory fee-based wrap program, and

 

·                  to current or retired officers, directors and employees (and their families, as defined above under “Accumulation Privilege”) of the Fund, The Hartford, the sub-advisers to Hartford Funds, Hartford Administrative Services Company, and their affiliates.

 

Your initial investment must meet the minimum requirement of $2,000 (except the minimum amount is $250 for Automatic Investment Plans).  See your financial representative for any questions regarding buying shares through the advisory fee-based wrap program.

 

Selling Shares

 

Class A and Class C Shares:

 

·                  On the Web— Visit www.hartfordfunds.com, select “Individual Investor” from the role drop-down menu at the top of the home page.  Then select Mutual Fund from the Account Access drop-down menu.  Enter your user name and password, and select Login.  First time users will need to create a user name and password by selecting the “Register” link.  Click on “View Account Details” for the appropriate account.  Select “Redeem” from the “Select Action” menu, next to the Fund.  To redeem to your bank account, bank instructions must be submitted to the transfer agent in writing. Bank instructions added online are only available for purchases.  Follow the instructions on the Redeem Request pages to complete and submit the request.  Because of legal and tax restrictions on withdrawals from retirement accounts, you will not be allowed to enter a redemption request for these types of accounts online.

 

·                  By Phone — Only non-retirement accounts or IRA plans may redeem by telephone, and sales are restricted to up to $50,000 per shareowner per market day.  To place your order, call the transfer agent at 1-888-843-

 

32



 

7824 between 8 A.M. and 7 P.M. Eastern Time Monday through Thursday and between 8 A.M. and 6 P.M. Eastern Time on Friday.  Complete transaction instructions on a specific account must be received in good order and confirmed by Hartford Funds prior to 4 P.M. Eastern Time or the close of the New York Stock Exchange, whichever comes first.  Any transaction on an account received after such time will receive the next business day’s offering price.  For automated service 24 hours a day using your touch-tone phone, call 1-888-843-7824.  For your protection, telephone requests may be recorded in order to verify their accuracy.  Proceeds from telephone transactions may be either mailed to the address of record, or sent electronically to a bank account on file.  Also, for your protection, telephone redemptions are limited on accounts whose addresses or bank instructions have been added or changed within the past 15 days.  For circumstances in which you need to request to sell shares in writing, see “Selling Shares By Letter or Form.”

 

·                  By Electronic Funds Transfer (EFT) or Wire — For Class A and Class C shares, fill out the “Bank Account or Credit Union Information” section of your new account application or the “Mutual Fund Bank or Credit Union Information Form” to add bank instructions to your account.  EFT transactions may be sent for amounts of $50 or more.  Funds from EFT transactions are generally available by the third to fifth business day.  Wire transfers are available upon request for amounts of $500 or more and will be wired on the next business day.  Your bank may charge a fee for these services.  For your protection, EFT and wire transactions may not be sent to bank instructions that have been added to an account within the past 15 days.

 

·                  By Letter or Form — In certain circumstances, you will need to make your request to sell shares in writing.  Forms may be obtained by calling the transfer agent at 1-888-843-7824 or through the website at www.hartfordfunds.com.  A check will be mailed to the name(s) and address in which the account is registered or otherwise according to your letter of instruction.  To redeem, write a letter of instruction indicating: the Fund name, the account number, the share class, the name(s) in which the account is registered, your date of birth, your residential address, your daytime phone number, your social security number, and the dollar value or the number of shares you wish to sell.  Include all authorized signatures and obtain a Medallion signature guarantee if:  you are requesting payment by check of more than $1,000 to an address of record or bank instructions that have been added or  changed within the past 15 days; you are selling more than $100,000 worth of shares; you are requesting an initial distribution from an Automatic 401k Rollover IRA; or you are requesting payment other than by check mailed to the address of record and payable to the registered owner(s).  For an Automatic 401k Rollover IRA a completed Form W-9, Request for Taxpayer Identification Number and Certification, is required along with a Medallion signature guarantee.  Deliver these instructions to your financial representative or plan administrator, or mail or fax to the address below.

 

33



 

Please note that a notary public CANNOT provide a Medallion signature guarantee.  Please check with a representative of your bank or other financial institution about obtaining a Medallion signature guarantee.

 

For the following types of accounts, if you are selling Class A or Class C shares by letter, you must provide the following additional documentation:

 

·                  IRAs (SAR-SEP, ROTH, SEP, SIMPLE, TRADITIONAL) — Signatures and titles of all persons authorized to sign for the account, exactly as the account is registered; indicate the amount of income tax withholding to be applied to your distribution, and the reason for the distribution.

 

·                  Automatic 401k Rollover IRAs — Signatures, Medallion signature guarantee, and titles of all persons authorized to sign for the account, exactly as the account is registered; indicate the amount of income tax withholding to be applied to your distribution and the reason for the distribution.

 

·                  403(b) — 403(b) Distribution Request Form.

 

·                  Owners Or Trustees Of Trust Accounts — Call 1-888-843-7824 for instructions.

 

·                  Administrators, Conservators, Guardians, and Other Sellers in Situations of Divorce or Death — Call 1-888-843-7824 for instructions.

 

Class I — You may redeem your shares by having your plan administrator, financial intermediary or financial representative process your redemption.  Your plan administrator, financial intermediary or financial representative will be responsible for furnishing all necessary documents to the Fund and may charge you for this service.

 

ADDRESSES

 

Send Requests And Materials To:

Hartford Funds
P.O. Box 55022

Boston, MA 02205-5022
FAX: 1-888-802-0039

Or By Overnight Mail To:

Hartford Funds
30 Dan Road, Suite 55022
Canton, MA 02021-2809

Phone Number:

1-888-843-7824 or contact your financial representative or plan administrator for instructions and assistance.

 

Exchanging Shares

 

You may exchange one class of shares of the Fund for shares of the same class of any other Hartford Fund if such share class is available.

 

Call your plan administrator, financial intermediary, financial representative or the transfer agent at the number below to request an exchange, for any questions regarding exchanging shares, or to obtain a current prospectus for the Hartford Fund into which you are exchanging.  If you are a Class A or Class C shareholder, you may also:

 

·                  Exchange shares on the web by clicking on “View Account Details” for the appropriate account, selecting “Exchange” from the “Select Action” menu next to the Hartford Fund you want to exchange from, and following the instructions on the Exchange Request pages to complete and submit the request.

 

34



 

·                  Write a letter of instruction indicating the fund names, share class, dollar/share amount, account number, the name(s) in which the accounts are registered, and your signature, and deliver these instructions to your financial representative or plan administrator, or mail or fax to the address listed below.

 

The registration for both accounts involved in the exchange must be identical. The minimum amount when exchanging Class A or Class C shares for a new Hartford Fund is $2,000 per fund ($5,000 for The Hartford Global All-Asset Fund, The Hartford Global Alpha Fund, The Hartford Global Real Asset Fund, The Hartford Emerging Markets Local Debt Fund, Hartford Long/Short Global Equity Fund and Hartford Real Total Return Fund) except the minimum amount for Automatic Investment Plans is $250.  You must retain at least $1,000 in the Fund from which you exchange ($50 for a monthly Automatic Investment Plan).

 

You may be subject to tax liability or sales charges as a result of your exchange.  Please see the section of the statutory prospectus entitled “Fund Distributions and Tax Matters — Taxability Of Transactions” for more information.

 

The Fund reserves the right in its sole discretion to amend or terminate the exchange privilege at any time, for any reason.

 

ADDRESSES

 

Send Inquiries And Payments To:

Hartford Funds
P.O. Box 55022

Boston, MA 02205-5022
FAX: 1-888-802-0039

Or By Overnight Mail To:

Hartford Funds

30 Dan Road, Suite 55022
Canton, MA 02021-2809

Phone Number:

1-888-843-7824 or contact your financial representative or plan administrator for instructions and assistance.

 

NOTE FOR RETIREMENT PLAN PARTICIPANTS AND INVESTORS WHOSE SHARES ARE HELD BY FINANCIAL REPRESENTATIVES

 

If you hold your shares through a retirement plan or if your shares are held with a financial representative you will need to make transactions through the retirement plan administrator or your financial representative.  Some of the services and programs described in this prospectus may not be available or may differ in such circumstances.  You should check with your retirement plan administrator or financial representative for further details.

 

Valuation of Shares

 

The net asset value per share (NAV) is determined for each class of the Fund’s shares as of the close of regular trading on the New York Stock Exchange (the “Exchange”) (normally 4:00 p.m. Eastern Time) (the “NYSE Close”) on each day that the Exchange is open (“Valuation Date”). If the Exchange is closed due to weather or other extraordinary circumstances on a day it would typically be open for business, the Fund may treat such day as a typical business day and accept purchase and redemption orders and calculate the Fund’s NAV in accordance with applicable law.  The net asset value for each class of shares is determined by dividing the value of the Fund’s net assets attributable to a class of shares by the number of shares outstanding for that class.  Information that becomes known to

 

35



 

the Fund after the NAV has been calculated on a particular day will not generally be used to retroactively adjust the NAV determined earlier that day.

 

For purposes of calculating the NAV, portfolio securities and other assets held in the Fund’s portfolio for which market prices are readily available are valued at market value.  Market value is generally determined on the basis of last reported trade prices or official close price.  If no trades were reported, market value is based on prices obtained from a quotation reporting system, established market makers, or independent pricing services.  If market prices are not readily available or are deemed unreliable, the Fund will use the fair value of the security or other instrument as determined in good faith under policies and procedures established by and under the supervision of the Board of Directors of The Hartford Mutual Funds, Inc. (the “Company”).  Market prices are considered not readily available where there is an absence of current or reliable market-based data (e.g., trade information or broker quotes), including where events occur after the close of the relevant market, but prior to the NYSE Close that materially affect the values of the Fund’s portfolio holdings or assets.  In addition, market prices are considered not readily available when, due to extraordinary circumstances, the exchanges or markets on which the securities or other instruments trade, do not open for trading for the entire day and no other market prices are available.  In addition, prices of foreign equities that are principally traded on certain foreign markets are adjusted daily pursuant to a fair value pricing service approved by the Board of Directors in order to reflect an adjustment for the factors occurring after the close of certain foreign markets but before the NYSE Close.  Securities or other instruments  that are primarily traded on foreign markets may trade on days that are not business days of the Fund. The value of the foreign securities or other instruments in which the Fund invests may change on days when a shareholder will not be able to purchase or redeem shares of the Fund. Fair value pricing is subjective in nature and the use of fair value pricing by the Fund may cause the NAV of its shares to differ significantly from the NAV that would have been calculated using market prices at the close of the exchange on which a portfolio holding is primarily traded. There can be no assurance that the Fund could obtain the fair value assigned to an investment if the Fund were to sell the investment at approximately the time at which the Fund determines its NAV.

 

Fixed income investments (other than short-term obligations and senior floating rate interests) and non-exchange traded derivatives held by the Fund are normally valued on the basis of quotes obtained from brokers and dealers or independent pricing services in accordance with procedures established by the Company’s Board of Directors.  Prices obtained from independent pricing services use information provided by market makers or estimates of market values obtained from yield data relating to investments or securities with similar characteristics.  Senior floating rate interests generally trade in over-the-counter (“OTC”) markets and are priced through an independent pricing service utilizing independent market quotations from loan dealers or financial institutions. Generally, the Fund may use fair valuation in regard to fixed income positions when the Fund holds defaulted or distressed investments or investments in a company in which a reorganization is pending. Short term investments maturing in 60 days or less are generally valued at amortized cost if their original term to maturity was 60 days or

 

36



 

less, or by amortizing their value on the 61st day prior to maturity, if the original term exceeded 60 days.

 

Exchange traded futures are valued at the settlement price determined by the relevant exchange as of the NYSE Close. Exchange traded options and options on futures are valued at the last trade price or mean of the bid and ask prices as of the NYSE Close.  If such instruments do not trade on an exchange, values may be supplied by an independent pricing service using a formula or other objective method that may take into consideration the style, direction, expiration, strike price, notional value and volatility or other adjustments.

 

Investments valued in currencies other than U.S. dollars are converted to U.S. dollars using exchange rates obtained from independent pricing services for calculation of the NAV.  As a result, the NAV of the Fund’s shares may be affected by changes in the value of currencies in relation to the U.S. dollar.  The value of securities or other instruments traded in markets outside the United States or denominated in currencies other than the U.S. dollar may be affected significantly on a day that the NYSE is closed and the market value may change on days when an investor is not able to purchase, redeem or exchange shares of the Fund.

 

Foreign currency contracts represent agreements to exchange currencies on specific future dates at predetermined rates.  Foreign currency contracts are valued using foreign currency exchange rates and forward rates as provided by an independent pricing service on the Valuation Date.

 

Investments in open-end mutual funds are valued at the respective NAV of each open-end mutual fund on the Valuation Date. Such open-end mutual funds may use fair value pricing as disclosed in their prospectuses.

 

Financial instruments for which prices are not available from an independent pricing service may be valued using market quotations obtained from one or more dealers that make markets in the respective financial instrument in accordance with procedures established by the Company’s Board of Directors.

 

For additional information regarding particular types of investments, please see the “Determination of Net Asset Value” section of the SAI.

 

Buy and Sell Prices

 

When you buy shares, you pay the NAV plus any applicable sales charges. When you sell shares, you receive the NAV less any applicable sales charges.

 

Execution Of Requests

 

The Fund is open on those days when the Exchange is open, typically Monday through Friday. Buy and sell requests are executed at the next NAV calculated after your request is received, if your order is in “good order” (has all required information), by the transfer agent, authorized broker-dealers or their authorized designee, or third-party administrators.

 

You may buy and sell shares of the Fund on the web, by telephone, by wire or by mail.  You may exchange your shares by telephone, on the web, or by mail.  Note that requests to buy, sell or exchange shares by mail must be sent to the P.O. box at the address provided elsewhere in this prospectus and will be sent from that

 

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address to the transfer agent for processing.  Your request will be priced at the next NAV calculated after the transfer agent receives the request rather than after the request arrives at the P.O. box.

 

At times of peak activity, it may be difficult to place requests by phone. During these times, visit www.hartfordfunds.com or consider sending your request in writing.

 

In unusual circumstances, the Fund may temporarily suspend the processing of sell requests, or may postpone payment of redemption proceeds for up to seven days.  The Fund may suspend the right of redemption for longer than seven days only as allowed by federal securities laws.

 

Requests In “Good Order”

 

All purchase and redemption requests must be received by the Fund in “good order.” This means that your request must include:

 

·                  Name, date of birth, residential address, and social security number.

 

·                  The Fund name, share class and account number.

 

·                  The amount of the transaction (in dollars or shares).

 

·                  Signatures of all owners exactly as registered on the account (for mail requests).

 

·                  Medallion signature guarantee or Signature Validation Program stamp (if required).

 

·                  Any supporting legal documentation that may be required.

 

Frequent Purchases and Redemptions of Fund Shares

 

The Hartford Funds are intended to be long-term investment vehicles and are not designed to provide investors with a means of speculating on short-term market movements (market timing).  Frequent purchases and redemptions of Fund shares by the Fund’s shareholders can disrupt the management of the Fund, negatively affect the Fund’s performance, and increase expenses for all Fund shareholders.  In particular, frequent trading (i) can force the Fund’s portfolio manager to hold larger cash positions than desired instead of fully investing all the Fund’s assets, which can result in lost investment opportunities; (ii) can cause unplanned and inopportune portfolio turnover in order to meet redemption requests; (iii) can increase broker-dealer commissions and other transaction costs as well as administrative costs for the Fund; and (iv) can trigger taxable gains for other shareholders.  Also, some frequent traders engage in arbitrage strategies, by which these traders seek to exploit pricing anomalies that can occur when a Fund invests in securities that are thinly traded (for example, some high yield bonds and small capitalization stocks) or are traded primarily in markets outside of the United States.  Frequent traders, and in particular those using arbitrage strategies, can dilute the Fund’s NAV for long-term shareholders.

 

If you intend to trade frequently or use market timing investment strategies, you should not purchase Hartford Funds.

 

The Board of Directors of The Hartford Mutual Funds, Inc. has adopted policies and procedures with respect to frequent purchases and redemptions of Fund shares by

 

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Fund shareholders.  Hartford Funds’ policy is to discourage investors from trading in the Funds’ shares in an excessive manner that would be harmful to long-term investors and to make reasonable efforts to detect and deter excessive trading.  Each Fund reserves the right to reject any purchase order at any time and for any reason, without prior written notice.  Each Fund also reserves the right to revoke the exchange privileges of any person at any time and for any reason.  In making such determinations, a Fund may consider an investor’s trading history in any of the Hartford Funds, including the person’s trading history in any accounts under a person’s common ownership or control.  No system for the prevention and detection of market timing and other abusive trading activities can be expected to identify, address or eliminate all such activities in Fund shares.

 

It is the policy of the Funds to permit only two “substantive round trips” by an investor within any single Hartford Fund within a 90-day period.

 

A substantive round trip is a purchase of or an exchange into a Hartford Fund and a redemption of or an exchange out of the same Hartford Fund in a dollar amount that the Fund’s transfer agent determines, in the reasonable exercise of its discretion, could adversely affect the management of the Fund.  When an additional purchase or exchange change order request for the Fund is received within the 90-day period, the requested transaction shall be rejected (unless such transaction was a transaction in an omnibus account that was identified, in accordance with the procedures described below, after it had already occurred).  In addition, the person requesting such transaction shall be deemed an “Excessive Trader.”  All exchange and purchase privileges of an Excessive Trader shall be suspended within such Fund for the first violation of the policy for a period of 90 days.  For a second violation of the policy, the exchange and purchase privileges of the Excessive Trader shall be suspended indefinitely.  If an Excessive Trader makes exchanges through a registered representative, in appropriate circumstances the Fund’s transfer agent may terminate the registered representative’s exchange and purchase privileges in Hartford Funds.  The frequent trading limitations do not apply to the following: (1) any transaction not initiated by a shareholder or their registered representative; (2) transactions that are part of a systematic program; (3) automatic programs offered by the Funds, such as dollar cost averaging, dividend diversification and systematic withdrawals; (4) transactions of $1,000 or less; and (5) transactions that the Fund, in its discretion, determines are not abusive or harmful.

 

The Hartford Funds’ policies for deterring frequent purchases and redemptions of Fund shares by a Fund shareholder are intended to be applied uniformly to all Fund shareholders to the extent practicable.  Some financial intermediaries, such as broker-dealers, investment advisors, plan administrators, and third-party transfer agents, however, maintain omnibus accounts in which they aggregate orders of multiple investors and forward the aggregated orders to the Funds.  Because the Funds receive these orders on an aggregated basis and because these omnibus accounts may trade with numerous fund families with differing market timing policies, the Funds are limited in their ability to identify or deter Excessive Traders or other abusive traders.  The Hartford Funds’ procedures with respect to omnibus accounts are as follows:  (1) Where the Fund’s transfer agent is provided individual shareholder level transaction detail on a daily basis, the Fund’s transfer agent shall

 

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monitor the daily trade activity of individual shareholders and apply the Policy.  (2) Where the Fund’s transfer agent is not provided individual shareholder level transaction detail on a daily basis, the Fund’s transfer agent shall monitor the accounts at an omnibus level and apply detection tools designed to determine whether shareholder transactions violating the Policy may be occurring.  In such cases, the Fund’s transfer agent shall request and evaluate individual shareholder level transaction detail and seek to impose restrictions in accordance with the Policy.  The Funds’ ability to identify and deter frequent purchases and redemptions of a Fund’s shares through omnibus accounts is limited, and the Funds’ success in accomplishing the objectives of the policies concerning frequent purchases and redemptions of Fund shares in this context depends significantly upon the cooperation of the financial intermediaries.  In addition to the foregoing, the Fund’s transfer agent also employs a process for reviewing certain large transactions in the Funds and may restrict trading as a result of its review.

 

The use of fair value pricing can serve both to make Hartford Funds less attractive to market timers and to reduce the potential adverse consequences to other investors of market timing or abusive trading.  Certain market timers may seek to take advantage of pricing anomalies that can occur in Fund shares resulting from the manner in which the NAV of the Funds’ shares is determined each day.  Frequent trading in Fund shares can dilute the value of long-term shareholders’ interests in a Fund if the Fund calculates its NAV using closing prices that are no longer accurate.  Funds that invest in overseas markets or that invest in securities of smaller issuers or thinly traded securities are more susceptible to this activity.  Hartford Funds’ pricing procedures, particularly those procedures governing the determination of the “fair value” of securities for which market prices are not readily available (or are unreliable) for foreign securities, may serve as a deterrent against harmful excessive trading in fund shares.  For additional information concerning Hartford Funds’ fair value procedures, please refer to “Valuation of Shares.”

 

Hartford Funds reserves the right to modify this policy, including any surveillance procedures established from time to time to effectuate this policy, at any time without notice.  Hartford Funds, the Investment Manager, and/or the Fund’s transfer agent shall not be liable for any loss resulting from rejected purchase orders or exchanges.

 

Certificated Shares

 

Shares are electronically recorded and, therefore, the Fund does not issue share certificates.

 

Account Closings

 

There may be instances in which it is appropriate for your shares to be redeemed and your account to be closed.  For additional information about when your shares may be redeemed and your account closed, please see the SAI under “Account Closings.”

 

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Sales In Advance of Purchase Payments

 

When you place a request to sell shares for which the purchase money has not yet been collected, the request will be executed in a timely fashion, but the Fund will not release the proceeds to you until your purchase payment clears. This may take up to 5 business days after the purchase.

 

Special Redemptions

 

Although it would not normally do so, the Fund has the right to pay the redemption price of shares of the Fund in whole or in part in portfolio securities constituting the shareholder’s proportionate share of the current assets of the Fund rather than cash.  When the shareholder sells portfolio securities received in this fashion, a brokerage charge would be incurred.  Any such securities would be valued for the purposes of making such payment at the same value as used in determining the Fund’s net asset value. The Fund, however, always redeems shares solely in cash up to the lesser of $250,000 or 1.00% of the net asset value of the Fund during any 90 day period for any one account.

 

Abandoned Property

 

It is the responsibility of the shareholder to ensure that Hartford Funds maintains a correct address for the shareholder’s account(s).  An incorrect address may cause a shareholder’s account statements and other mailings to be returned to Hartford Funds.  Please be advised that certain state escheatment laws may require the Fund to turn over your mutual fund account to the state listed in your account registration as abandoned property if no activity occurs in the account within the time frame specified by the state law.  To learn more about the escheatment rules for your particular state, please contact your attorney or State Treasurer’s and/or Controller’s Offices. If you do not hold your shares directly with the Fund, you should contact your broker-dealer, retirement plan or other third party intermediary regarding applicable state escheatment laws.

 

Payment Requirements — Class A and Class C

 

All of your purchases must be made in U.S. dollars and checks must be drawn on U.S. banks and made payable to Hartford Funds. You may not purchase shares with a starter or third party check.

 

If your check does not clear, your purchase will be canceled and you will be liable for any losses or fees that the Fund or Hartford Funds Distributors, LLC (“HFD” or the “Distributor”), the Fund’s distributor, has incurred.

 

Certain broker-dealers and financial institutions may enter confirmed purchase orders with the Fund on behalf of customers with payment to follow within the customary settlement period.  If payment is not received by that time, the order will be canceled and the broker-dealer or financial institution will be held liable for the resulting fees or losses.

 

Account Statements

 

Class A and Class C — In general, you will receive account statements as follows:

 

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·                  after every transaction (except certain automatic payment and redemption arrangements and dividend or distribution reinvestment) that affects your account balances

 

·                  after any changes of name or address of the registered owner(s)

 

·                  in all other circumstances, every quarter during which there is activity in your account, and at least annually

 

Every year you will also receive the appropriate tax reporting forms for the type of account you choose and the activity in your account.

 

If, however, you are a participant in an employer-sponsored retirement plan or you hold your shares in the name of your broker, you will receive statements from your plan administrator or broker pursuant to their policies.

 

Class I — You will receive account and tax information statements, if applicable, from your financial intermediary pursuant to its policies or from the transfer agent.

 

Additional Investor Services — Class A and Class C

 

·                  Electronic Transfers Through Automated Clearing House (ACH) allow you to initiate a purchase or redemption for as little as $50 between your bank account and Fund account using the ACH network. Sales charges and initial purchase minimums apply.

 

·                  Automatic Investment Plan (AIP) lets you set up regular investments from your bank account to the Fund. You determine the frequency and amount of your investments, and you can terminate your program at any time. To establish, complete the appropriate parts of your account application, or if this is an IRA account, complete the “Mutual Funds Automatic Investment Form.”  If you are using AIP to open an account, you must invest a minimum initial investment of $250 into the Fund and invest a minimum of $50 per month into the Fund.

 

·                  Systematic Withdrawal Plan may be used for routine bill payments or periodic withdrawals from your account. To establish, make sure you have at least $5,000 worth of shares in your account and that the amount per transaction is $50 or more.  Also, make sure you are not planning to invest more money in this account (buying shares of the Fund during a period when you are also selling shares of the Fund is not advantageous to you, because of sales charges).  Specify the payee(s), who may be yourself or any other party.  There is no limit to the number of payees you may have. A Medallion signature guarantee is required if the payee is someone other than the registered owner.  Determine the schedule (monthly, quarterly, semi-annually, annually or in certain selected months) and fill out the relevant part of the account application. To add a systematic withdrawal plan to an existing account, contact your financial representative or the transfer agent.

 

·                  Dollar Cost Averaging Programs (DCA) let you set up monthly or quarterly exchanges from the Fund to the same class of shares of another Hartford Fund. To establish, complete the appropriate parts of your account application or the “Mutual Fund Dollar Cost Averaging Form.”  Be sure that

 

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the amount is for $50 or more and that the accounts involved have identical registrations.

 

·                  Automatic Dividend Diversification (ADD) lets you automatically reinvest dividends and capital gains distributions paid by the Fund into the same class of another Hartford Fund. To establish, fill out the relevant portion of the account application and be sure that the accounts involved have identical registrations.

 

·                  Duplicate Account Statements You may request copies of annual account summaries by calling 1-888-843-7824. A $20 fee may be charged for account summaries older than the preceding year.

 

·                  Duplicate Copies Of Materials To Households Generally the Fund will mail only one copy of each prospectus, annual report, semi-annual report and proxy statement to shareholders having the same last name and address on the Fund’s records. The consolidation of these mailings, called householding, benefits the Fund through reduced mailing expenses.  If you want to receive multiple copies of these materials, you may call us at 1-888-843-7824. You may also notify us in writing. Individual copies of prospectuses, reports and proxy statements will be sent to you commencing within 30 days after we receive your request to stop householding.

 

Hartford Funds may stop your Automatic Investment Plan, Systematic Withdrawal Plan or Dollar Cost Averaging Program if we are unable to obtain an accurate address for your account.

 

Uncashed Checks Issued on Your Account

 

The Fund reserves the right to:  Reinvest any amounts (e.g., dividends, distributions or redemption proceeds) which you have elected to receive by check should your check remain uncashed for more than 180 days. No interest will accrue on amounts represented by uncashed checks. Your check will be reinvested in your account at the NAV on the day of the reinvestment. When reinvested, those amounts are subject to the risk of loss like any Fund investment. If you elect to receive distributions in cash and a check remains uncashed for more than 180 days, your cash election may be changed automatically to reinvest and your future dividend and capital gains distributions will be reinvested in the Fund at the NAV as of the date of payment of the distribution. This provision may not apply to certain retirement or qualified accounts, accounts with a non-U.S. address or closed accounts. Your participation in a systematic withdrawal program may be terminated if a check remains uncashed.

 

Retirement Plans Hartford Funds are available through a range of retirement plans, including traditional and Roth IRAs, SIMPLE plans, SEPs and 401(k) plans. Using these plans, you can invest in any Hartford Fund. Minimum investment amounts may apply. To find out more, call 1-888-843-7824.

 

If you open a retirement account (including traditional and Roth IRAs, SIMPLE plans, or SEPs) or a Coverdell Educational Savings Account (“Coverdell Accounts”) through Hartford Funds, State Street Bank and Trust Company (“State Street Bank”) will serve as the custodian of that account.  Retirement accounts and

 

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Coverdell Accounts are charged an annual maintenance fee that is paid to State Street Bank, its affiliates or HASCO.  These fees are in addition to the fees and expenses that you pay for investing in the Fund (set forth in the Fund’s fees and expenses table). Please refer to the Custodial Agreement & Disclosure Statement for your retirement account for information on applicable annual maintenance fees.

 

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DISTRIBUTION ARRANGEMENTS

 

Hartford Funds Distributors, LLC, a registered broker-dealer and member of the Financial Industry Regulatory Authority (“FINRA”), serves as the principal underwriter for the Fund pursuant to an Underwriting Agreement approved by the Board of Directors of the Company.  Shares of the Fund are continuously offered and sold by selected broker-dealers pursuant to selling agreements with HFD, and such broker-dealers may in turn designate and authorize other financial intermediaries to offer and sell Fund shares.  Except as discussed below, HFD (and not the Fund) bears the expenses of providing services pursuant to the Underwriting Agreement, including the payment of expenses relating to the distribution of prospectuses for sales purposes, as well as any other advertising or sales literature. HFD is not obligated to sell any specific amount of Fund shares.

 

Distribution Plans — Class A and Class C

 

The Company, on behalf of the Fund, has adopted a separate distribution plan (the “Plan”) for each of the Class A and Class C shares of the Fund pursuant to the approval of the Company’s Board of Directors in accordance with the requirements of Rule 12b-1 under the 1940 Act and the requirements of the applicable FINRA market conduct rules concerning asset-based sales charges.

 

Class A Plan Pursuant to the Class A Plan, the Fund may compensate HFD for its expenditures in financing any activity primarily intended to result in the sale of Fund shares and for maintenance and personal service provided to existing Class A shareholders.  The expenses of the Fund pursuant to the Class A Plan are accrued on a fiscal year basis and may not exceed, with respect to the Class A shares of the Fund, the annual rate of 0.25% of the Fund’s average daily net assets attributable to Class A shares.  The entire amount of the fee may be used for shareholder servicing expenses with the remainder, if any, used for distribution expenses.  HFD or its affiliates are entitled to retain all service fees payable under the Class A Plan for which there is no dealer of record or for which qualification standards have not been met as partial consideration for personal services and/or account maintenance services performed by HFD or its affiliates for shareholder accounts.

 

Class C Plan Pursuant to the Class C Plan, the Fund may pay HFD a fee of up to 1.00% of the average daily net assets attributable to Class C shares, 0.75% of which is a fee for distribution financing activities and 0.25% of which is for shareholder account services.  HFD will advance to dealers the first-year service fee at a rate equal to 0.25% of the amount invested.  As compensation for such advance, HFD may retain the service fee paid by the Fund with respect to such shares for the first year after purchase.  Dealers will become eligible for additional service fees with respect to such shares commencing in the thirteenth month following purchase.  Brokers may from time to time be required to meet certain other criteria in order to receive service fees.  HFD or its affiliates are entitled to retain all service fees payable under the Class C Plan for which there is no dealer of record or for which qualification standards have not been met as partial consideration for personal services and/or account maintenance services performed by HFD or its affiliates for shareholder accounts.  The Class C Plan also

 

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provides that HFD will receive all contingent deferred sales charges attributable to Class C shares.

 

General Distribution fees paid to HFD may be spent on any activities or expenses primarily intended to result in the sale of the Fund’s shares including, but not limited to: (a) payment of initial and ongoing commissions and other compensation payments to brokers, dealers, financial institutions or others who sell the Fund’s shares, (b) compensation to employees of HFD, (c) compensation to and expenses, including overhead such as communications and telephone, training, supplies, photocopying and similar types of expenses, of HFD incurred in the printing and mailing or other dissemination of all prospectuses and statements of additional information, and (d) the costs of preparation, printing and mailing of reports used for sales literature and related expenses, advertisements and other distribution related expenses (including personnel of HFD).  Service fees paid under the Plans are payments for the provision of personal service and/or the maintenance of shareholder accounts.  These Plans are considered compensation type plans, which means that the Fund pays HFD the entire fee regardless of HFD’s expenditures.  Even if HFD’s actual expenditures exceed the fee payable to HFD at any given time, the Fund will not be obligated to pay more than that fee.

 

In accordance with the terms of the Plans, HFD provides to the Fund, for review by the Company’s Board of Directors, a quarterly written report of the amounts expended under the respective Plans and the purpose for which such expenditures were made.  In its quarterly review of the Plans, the Board of Directors reviews the level of compensation the Plans provide.

 

The Plans were adopted by a majority vote of the Board of Directors of the Company, including at least a majority of directors who are not, and were not at the time they voted, interested persons of the Fund as defined in the 1940 Act and do not and did not have any direct or indirect financial interest in the operation of the Plans, cast in person at a meeting called for the purpose of voting on the Plans.  In approving the Plans, the directors identified and considered a number of potential benefits that the Plans may provide to the Fund and its shareholders, including the potential to increase assets and possibly benefit from economies of scale, the potential to avoid a decrease in assets through redemption activity, the ability to sell shares of the Fund through adviser and broker distribution channels, and the ability to provide investors with an alternative to paying front end sales loads.  The Board of Directors of the Company believes that there is a reasonable likelihood that the Plans will benefit the Fund and its current and future shareholders.  Under their terms, the Plans remain in effect from year to year provided such continuance is approved annually by vote of the directors of the Board in the manner described above.  The Plans may not be amended to increase materially the amount to be spent for distribution without approval of the shareholders of each applicable class, and material amendments to the Plans must also be approved by the Board of Directors in the manner described above.  A Plan may be terminated at any time, without payment of any penalty, by vote of the majority of the directors of the Board who are not interested persons of the Fund and have no direct or indirect financial interest in the operations of the Plan, or by a vote of a “majority of the outstanding voting securities” of the applicable class.  A Plan will automatically terminate in the event of its assignment.

 

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Payments to Financial Intermediaries and Other Entities

 

This section includes additional information about different types of compensation paid by HFD and/or its affiliates to financial intermediaries and other entities with respect to the Hartford Funds.

 

As explained in more detail below under the sections entitled “Additional Compensation Payments to Financial Intermediaries” and “Compensation to Servicing Intermediaries,” the Investment Manager and/or its affiliates (1) make payments out of their own assets to broker-dealers and financial institutions (“Financial Intermediaries”) to encourage the sale of Hartford Funds’ shares (“Additional Payments”) and/or (2) pay Financial Intermediaries and other intermediaries that provide certain services with respect to Hartford Funds (collectively, “Servicing Intermediaries”) compensation for sub-accounting, administrative and/or shareholder processing services (“Servicing Payments”).

 

The commissions, Rule 12b-1 payments, Additional Payments, Servicing Payments, and other payments may vary from one product to another.  For this reason, (1) if your Financial Intermediary receives greater payments with respect to Hartford Funds than he or she receives with respect to other products, he or she may be more inclined to sell you shares of a Hartford Fund rather than another product and/or (2) if your Servicing Intermediary receives greater payments with respect to Hartford Funds, it may choose to provide services to Hartford Funds rather than to other investment products for which it may receive a lower payment.

 

Commissions and Rule 12b-1 Payments.  HFD and/or its affiliates make a variety of payments to Financial Intermediaries that sell the shares of, and/or provide services to, Hartford Funds.  HFD and/or its affiliates pay sales commissions and Rule 12b-1 fees to Financial Intermediaries.  The Fund’s SAI includes information regarding these commission and Rule 12b-1 payments by share class.

 

Additional Compensation Payments to Financial Intermediaries.  In addition to sales commissions and 12b-1 fees, the Investment Manager and/or its affiliates also make payments out of their own assets to Financial Intermediaries to encourage the sale of Hartford Funds’ shares (“Additional Payments”).  These Additional Payments may give your Financial Intermediary a reason to sell and recommend Hartford Funds over other products for which he or she may receive less compensation.  You may contact your Financial Intermediary if you want information regarding the payments it receives.

 

The amount of any Additional Payments made to a Financial Intermediary is generally based on one or more of the following criteria: (i) the average net assets of Hartford Funds that are attributed to that Financial Intermediary; (ii) the amount of Hartford Fund assets held for over one year by customers of that Financial Intermediary; (iii) the amount of Hartford Fund shares sold through that Financial Intermediary; and (iv) the mix of equity and fixed income funds sold through that Financial Intermediary.  The annual amount of Additional Payments made to any one Financial Intermediary is normally not expected to (although it may from time to time) exceed 0.12% of the average net assets of Hartford Funds that are attributed to that Financial Intermediary.  For the calendar year ended  

 

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December 31, 2014, the Investment Manager and its affiliates incurred approximately $39.3 million in total Additional Payments to Financial Intermediaries.

 

Additional Payments may be used for various purposes and take various forms, such as:

 

·                  Payments for putting Hartford Funds on a Financial Intermediary’s list of mutual funds available for purchase by its customers;

 

·                  Payments for including Hartford Funds within a group that receives special marketing focus or placing Hartford Funds on a “preferred list”;

 

·                  “Due diligence” payments for a Financial Intermediary’s examination of Hartford Funds and payments for providing extra employee training and information relating to Hartford Funds;

 

·                  “Marketing support fees” for providing assistance in promoting the sale of Hartford Fund shares;

 

·                  Sponsorships of sales contests and promotions where participants receive prizes such as travel awards, merchandise, cash or recognition;

 

·                  Provision of educational programs, including information and related support materials;

 

·                  Provision of computer hardware and software; and

 

·                  Occasional meals and entertainment, tickets to sporting events, nominal gifts and travel and lodging (subject to applicable rules and regulations).

 

As of January 1, 2015, the Investment Manager and/or its affiliates have entered into ongoing contractual arrangements to make Additional Payments to the Financial Intermediaries listed below:  FSC Securities Corp.; Royal Alliance Associates, Inc.; Sagepoint Financial; Ameriprise Financial Services, Inc.;  BancWest Investment Services; Cadaret Grant & Co., Inc.; Cambridge Investment Research Inc.; CCO Investment Services Corp.; Cetera Financial Group; Charles Schwab & Co., Inc.; Chase Investment Services Corp.; Commonwealth Financial Network; CUSO Financial Services, L.P.; Edward D. Jones & Co.; First Allied Securities, Inc.; First Citizens Investor Services, Inc.; Frost Brokerage Services, Inc.; H.D. Vest Investment Services.; Hilliard Lyons; Huntington Investment Co.; Investment Professionals, Inc.; Janney Montgomery Scott; Lincoln Financial Securities Corp.; Lincoln Financial Advisors Group; LPL Financial Corp.; M&T Securities Inc.; Merrill Lynch, Pierce, Fenner & Smith Incorporated; Mid Atlantic Capital Corporation; Morgan Stanley Smith Barney; National Financial Services; Invest Financial Corporation; Investment Centers of America; National Planning Corporation; SII Investments Inc.; Newbridge Securities; NEXT Financial Group, Inc.; Oppenheimer & Co, Inc.; Pershing LLC; Raymond James & Associates Inc. and Raymond James Financial Services, Inc.; RBC Capital Markets Corporation; Robert W. Baird; Securities America, Inc.; Stifel, Nicolaus & Company, Inc.; Summit Brokerage Services; Suntrust Investment Services; UBS Financial Services Inc.; U.S. Bancorp Investments Inc.; Voya Financial; and Wells Fargo.  The Investment Manager and/or its affiliates may in the future enter into similar ongoing contractual arrangements with other Financial Intermediaries.  Financial Intermediaries that received Additional Payments in 2014 for items such as

 

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sponsorship of meetings, education seminars and travel and entertainment, but do not have an ongoing contractual relationship with HFD, are listed in the SAI.

 

Servicing Compensation to Servicing Intermediaries.  The Investment Manager, HASCO and/or their affiliates pay Servicing Payments to Servicing Intermediaries.  These Servicing Payments may cause a Servicing Intermediary to choose to provide services to Hartford Funds rather than to other investment products for which it may receive a lower payment.  You may contact your Servicing Intermediary if you want additional information regarding any Servicing Payments it receives.

 

The amount of the Servicing Payments is generally based on average net assets of Hartford Funds that are attributed to a Servicing Intermediary.  With certain limited exceptions, the annual amount of Servicing Payments made to any specific Servicing Intermediary is not expected to (although it may from time to time) exceed 0.21% of the average net assets of Hartford Funds that are attributed to that Servicing Intermediary.  For the year ended December 31, 2014, the Investment Manager, HASCO and/or their affiliates incurred approximately $8.0 million in total Servicing Payments and these Servicing Payments did not exceed $2.7 million for any one Servicing Intermediary.

 

Servicing Payments are also paid to certain Servicing Intermediaries by HASCO out of the transfer agency fees it receives from Hartford Funds.  Although some of these payments are calculated based on average net assets of Hartford Funds that are attributed to the Servicing Intermediary, Servicing Intermediaries are generally paid a per account fee up to a maximum of $18 per account.

 

Servicing Intermediaries may also receive compensation for their services in the form of 12b-1 fees or administrative fees paid by the Hartford Funds.

 

Servicing Payments other than those paid out of transfer agent, 12b-1 or administrative fees are paid by the Investment Manager or its affiliates out of their own resources and not as an expense to or out of the assets of the Funds.

 

As of January 1, 2015, the Investment Manager, HASCO and/or their affiliates have entered into arrangements to pay Servicing Payments or makes Servicing Payments to the following entities: 401k ASP, Inc.; ACS HR Solutions, LLC; ADP Broker Dealer, Inc.; Alerus Financial; Ameriprise Financial Services, Inc.; Ascensus, Inc.; BB&T Securities; Benefit Plans Administrative Services, LLC; Benefit Trust Co.; BenefitStreet, Inc.; Capital Research and Management Company; Charles Schwab; CPI Qualified Plan Consultants, Inc.; Daily Access Corp.; D.A. Davidson & Co.; Davenport & Company LLC; Digital Retirement Solutions; Edward D. Jones & Co; Expert Plan, Inc.; Fidelity; Financial Data Services, Inc.; Gold Trust Company; Goldman Sachs & Co.; Great-West Financial Retirement Plan Services, LLC; GWFS Equities, Inc.; Hewitt Associates LLC; Hilliard Lyons; ICMA Retirement Corporation; International Clearing Trust Company; Janney Montgomery Scott LLC; Lincoln Retirement Services Company, LLC; LPL Financial Corporation; Massachusetts Mutual Life Insurance Company; Merrill Lynch, Pierce, Fenner & Smith Incorporated; Mercer HR Services, LLC; Morgan Stanley & Co Inc.; Mid Atlantic Capital Corporation; MSCS Financial Services, LLC; Nationwide Financial Services, Inc.; Nationwide Retirement Solutions;  Newport Group; New York Life Distributors,

 

49



 

LLC.; Plan Administrators, Inc.; Oppenheimer & Co Inc., Pershing LLC; Principal Life Insurance Company; Prudential Insurance Company of America; Qualified Benefits Consultants; Raymond James & Associates Inc.; RBC Capital Markets Corporation; Reliance Trust Company; Robert W Baird & Co Inc.; Southwest Securities Inc.; Standard Retirement Services, Inc.; Stifel, Nicolaus & Company Inc.; T. Rowe Price Retirement Plan Services, Inc. & T. Rowe Price Investment Services, Inc.; TD Ameritrade; TD Ameritrade Trust Company; Teachers Insurance and Annuity Association of America; The Retirement Plan Company, LLC; The Vanguard Group; Transamerica; UBS Financial Services Inc.; Valic Retirement Services Company; Voya Financial; Wells Fargo; and Wilmington Trust.  The Investment Manager, HASCO and/or their affiliates may in the future enter into similar arrangements with other Servicing Intermediaries.

 

50



 

FUND DISTRIBUTIONS AND TAX MATTERS

 

Dividends and Distributions

 

The Fund intends to distribute substantially all of its net investment income and capital gains to shareholders at least once a year.  Capital gains of the Fund are normally declared and paid annually.  Dividends from net investment income of the Fund are normally declared daily and paid monthly.  The amount of any distribution may vary, and there is no guarantee the Fund will pay income dividends in any given month.  Different classes may distribute different dividend amounts.

 

The Fund seeks to maintain a target rate of distribution for each month.  In order to do so, the Fund may distribute less or more investment income than it earns on its investments each month.  The Fund may use accrued undistributed investment income to fulfill distributions made during periods in which the Fund distributes more than the fund earns.  Generally, distribution rates or yields from month to month may be impacted by accruals of undistributed income, changes in the Fund’s net asset value, changes in the number of accrual days, and adjustments for accounting purposes (including but not limited to changes in maturity dates of holdings and for currency gains or losses).  The target rate of distribution is evaluated regularly and can change at any time.  The target rate of distribution is not equivalent to the 30-day SEC yield of the Fund.

 

Generally, you begin earning dividends on Fund shares the day after the Fund receives your purchase payment.  If a purchase order is placed through a broker, dealer or other financial firms authorized to settle through the National Securities Clearing Corporation (the “NSCC”), the purchase order will begin accruing dividends on the NSCC settlement date or as agreed upon and as allowed by applicable law.  Notwithstanding the foregoing, the Company’s Board of Directors has delegated authority to the Fund’s Treasurer to reduce the frequency with which dividends are declared and paid and to declare and make payments of long-term capital gains as permitted or required by law or in order to avoid tax penalties.  Further, the Fund reserves the right to change its dividend distribution policy at the discretion of the Board of Directors. Unless shareholders specify otherwise, all dividends and distributions received from the Fund are automatically reinvested in additional full or fractional shares of the Fund.

 

Unless your investment is in a tax-deferred account, you may want to avoid buying shares shortly before the Fund pays a dividend. The reason? If you buy shares when a fund has realized but not yet distributed taxable income or capital gains, you will pay the full price for the shares and then receive a portion of the price back in the form of a taxable dividend. Before investing you may want to consult your tax advisor.

 

If you elect to receive dividends in cash, you will only receive a check if the dividend amount exceeds $10.  If the dividend is $10 or less, the amount will automatically be reinvested in the Fund.  If you would like to receive cash dividends, regardless of the amount, you can establish an electronic funds transfer to your bank.  For assistance in establishing electronic funds transfer transactions, please call 1-888-843-7824.

 

51



 

Taxes On Distributions

 

The Fund intends to meet certain federal tax requirements so that distributions of tax-exempt income may be treated as exempt-interest dividends.  These dividends are not subject to regular federal income tax.  However, the fund may invest a portion of its assets in tax-exempt obligations subject to the Alternative Minimum Tax.  Any portion of exempt-interest dividends attributable to interest on these obligations may increase some shareholders Alternative Minimum Tax.  The Fund expects that its distributions will consist primarily of exempt-interest dividends.  The Fund’s exempt-interest dividends may be subject to state or local taxes.  Distributions paid from any interest income that is not tax-exempt and from any short-term or long-term capital gains will be taxable whether you reinvest those distributions or receive them in cash.

 

An additional 3.8% Medicare tax is imposed on certain net investment income (including taxable distributions received from the Fund and net gains from redemptions of Fund shares) of individuals, estates and trusts to the extent that such person’s gross income, with certain adjustments, exceeds certain threshold amounts.

 

Tax exempt income received by a tax-deferred retirement account will generally be taxable when distributed from the tax-deferred retirement account.  As a result, any retirement plan investor should consider whether the Fund is an appropriate investment.  Tax-exempt income is included when determining whether Social Security and railroad retirement benefits are taxable

 

Taxability Of Transactions

 

Unless your shares are held in a tax-advantaged account, any time you sell or exchange shares, it is considered a taxable event for you.  You may have a capital gain or a loss on the transaction that will be long-term or short-term, depending upon how long you held your shares.  You are responsible for any tax liabilities generated by your transactions.  Any loss realized upon the sale or exchange of Fund shares that you held for less than six months may be disallowed to the extent of any distributions treated as exempt-interest dividends with respect to such shares. Additionally, consult your tax advisor if you sell shares held for less than six months at a loss after receiving a long-term capital gain distribution from the Fund.

 

Under certain limited circumstances, shareholder may be able to exchange one class of shares for another class of shares of the same Fund.  In general, exchanges of one share class for a different share class of the same fund should not result in the realization by the investor of a taxable capital gain or loss for U.S. federal income tax purposes, provided that the transaction is undertaken and processed, with respect to any shareholder, as a direct exchange transaction. If the exchange results in a CDSC or sales charge, Fund shares may be redeemed to pay the charge, and that redemption would be taxable.  Shareholders should consult their tax advisors as to the federal, state, local and non-U.S. tax consequences of an intra-fund exchange.

 

Exchanges within a tax-deferred retirement plan account will not result in a capital gain or loss for federal or state income tax purposes.  With limited exceptions, distributions from a retirement plan account are taxable as ordinary income.

 

52



 

Additional Information

 

The Fund may be required to withhold U.S. federal income tax (currently at the rate of 28%) of all distributions payable to you if you fail to provide the Fund with your correct taxpayer identification number or to make required certifications, or if you have been notified by the IRS that you are subject to backup withholding.  Backup withholding is not an additional tax.  Any amounts withheld may be credited against your U.S. federal income tax liability.

 

IRS Regulations require the Fund to report to the IRS and furnish to shareholders the cost basis information and holding period for Fund shares purchased on or after January 1, 2012, and sold on or after that date.  The Fund will permit shareholders to elect from among several cost basis methods accepted by the IRS, including average cost.  In the absence of an election by a shareholder, the Fund will use the average cost method with respect to that shareholder.  To elect a cost basis method other than the default method average cost, your request must be received in writing by completing the appropriate part of your account application, by completing “Cost Basis Method Election for Non-Qualified Mutual Fund Accounts” or submitted through our website at www.hartfordfunds.com.  Fund shareholders should consult with their tax advisors to determine the best cost basis method for their tax situation and to obtain more information about how the new cost basis reporting rules apply to them.

 

The Fund will generally be required to withhold U.S. federal income tax at the rate of 30% of all taxable distributions to you if you are a non-resident alien or foreign entity and there is no applicable tax treaty or if you are claiming reduced withholding under a tax treaty and you have not properly completed and signed the appropriate IRS Form W-8.  You also must complete and send to us the appropriate IRS Form W-8 to certify your foreign status.  Provided that the appropriate IRS Form W-8 is properly completed, long-term capital gains distributions and proceeds of sales are not subject to withholding for foreign shareholders.

 

Effective July 1, 2014, the Fund is required to withhold U.S. tax (at a 30% rate) on payments of taxable dividends and (effective January 1, 2017) redemption proceeds and certain capital gain dividends made to certain non-U.S. entities that fail to comply (or be deemed compliant) with extensive new reporting and withholding requirements designed to inform the U.S. Department of the Treasury of U.S.-owned foreign investment accounts.  Shareholders may be requested to provide additional information to the Fund to enable the Fund to determine whether withholding is required.

 

Distributions from the Fund may also be subject to state, local and foreign taxes.  You should consult your own tax advisor regarding the particular tax consequences of an investment in the Fund.

 

This section summarizes some of the consequences under current Federal tax law of an investment in the Fund.  It is not a substitute for personal tax advice.  Consult your personal tax advisor about the potential tax consequences of an investment in the Fund under all applicable tax laws.

 

53



 

LEGAL PROCEEDINGS

 

On February 25, 2011, Jennifer L. Kasilag, Louis Mellinger, Judith M. Menendez, Jacqueline M. Robinson, and Linda A. Russell filed a derivative lawsuit against Hartford Investment Financial Services, LLC (“HIFSCO”) (now known as Hartford Funds Distributors, LLC) on behalf of six Hartford retail mutual funds in the United States District Court for the District of New Jersey, alleging that HIFSCO received excessive advisory and distribution fees in violation of its statutory fiduciary duty under Section 36(b) of the 1940 Act when serving as investment manager and principal underwriter, respectively, to the Hartford retail mutual funds. Although this action was purportedly filed on behalf of certain of the Hartford Funds, none of the Hartford Funds is itself a defendant to the suit.  HIFSCO moved to dismiss and, in September 2011, the motion was granted in part and denied in part, with leave to amend the complaint. In November 2011, plaintiffs filed an amended complaint on behalf of certain Hartford retail mutual funds, The Hartford Global Health Fund (now known as The Hartford Healthcare Fund), The Hartford Conservative Allocation Fund, The Hartford Growth Opportunities Fund, The Hartford Inflation Plus Fund, The Hartford Advisers Fund (now known as The Hartford Balanced Fund), and The Hartford Capital Appreciation Fund. Plaintiffs seek to rescind the investment management agreements and distribution plans between HIFSCO and these funds and to recover the total fees charged thereunder or, in the alternative, to recover any improper compensation HIFSCO received, in addition to lost earnings. HIFSCO filed a partial motion to dismiss the amended complaint and, in December 2012, the court dismissed without prejudice the claims regarding distribution fees and denied the motion with respect to the advisory fees claims. In March 2014, the plaintiffs filed a new complaint that added as new plaintiffs The Hartford Floating Rate Fund and The Hartford Small Company Fund and named as a defendant Hartford Funds Management Company, LLC, which assumed the role as investment manager to the funds as of January 2013.  In March 2015, the plaintiffs filed a new complaint that removed The Hartford Small Company Fund as a plaintiff.  Discovery is ongoing. Hartford Funds Management Company, LLC and HIFSCO dispute the allegations and expect to file a motion for summary judgment in the second quarter of 2015.

 

54



 

PERFORMANCE NOTES

 

The following notes provide additional information for understanding how the Fund measures its performance.  The Fund’s performance benchmark is the Barclays Municipal Bond Short 1-5 Year Index.

 

The Barclays Municipal Bond Short 1-5 Year Index measures the performance of municipal bonds with time to maturity of more than one year and less than five years.

 

55



 

FINANCIAL HIGHLIGHTS

 

Because the Fund has not yet commenced operations, no financial highlight information is available for the Fund.

 

56



 

FOR MORE INFORMATION

 

Two documents are available that offer further information on the Fund:

 

Annual/Semi-Annual Report To Shareholders

 

Additional information about the Fund will be contained in the financial statements and portfolio holdings in the Fund’s annual and semi-annual reports. In the Fund’s annual report you will also find a discussion of the market conditions and investment strategies that significantly affected the Fund’s performance during the last fiscal year, as well as the independent registered public accounting firm’s report. Because the Fund had not commenced operations as of the date of this prospectus, the Fund has not yet delivered an annual or semi-annual report.

 

Statement of Additional Information (SAI)

 

The SAI contains more detailed information on the Fund.

 

A current SAI has been filed with the SEC and is incorporated by reference into (which means it is legally a part of) this prospectus.  The  Fund will make available its annual/semi-annual reports free of charge on the Fund’s website when such reports become available.

 

The Fund makes available this prospectus, its SAI and, when available, its annual and semi-annual reports free of charge, on the Fund’s website at www.hartfordfunds.com.

 

To request a free copy of the current annual/semi-annual report for the Fund, when available, and/or the SAI or for shareholder inquiries or other information about the Fund, please contact the Fund at:

 

By Mail:

 

Hartford Funds
P.O. Box 55022
Boston, MA 02205-5022

 

(For overnight mail)
Hartford Funds
30 Dan Road, Suite 55022

Canton, MA 02021-2809

 

By Phone:

 

1-888-843-7824

 

On The Internet:

 

hartfordfunds.com

 

57



 

Or you may view or obtain these documents from the SEC:

 

Investing In Mutual Funds:

 

Shareholders or potential shareholders can obtain additional information about investing, including information about investing in mutual funds, on the SEC’s Investor Education and Advocacy Web Site at http://www.sec.gov/investor.shtml and through the FINRA’s Investor Information Web Site at http://www.finra.org/Investors/index.htm.  To obtain additional information about the expenses associated with investing in mutual funds, the SEC provides a Mutual Fund Cost Calculator, available at http://www.sec.gov/investor/tools/mfcc/mfcc-intsec.htm; and FINRA provides a Mutual Funds and ETF Expense Analyzer, available at http://apps.finra.org/fundanalyzer/1/fa.aspx.

 

In Person:

 

At the SEC Public Reference Room in Washington, DC.

 

Information on the operation of the SEC Public Reference Room may be obtained by calling 1-202-551-8090.

 

By Mail:

 

Public Reference Section 
Securities and Exchange Commission
Washington, DC 20549-1520

 

Requests which are made by mail require the payment of a duplicating fee to the SEC in order to obtain a document.

 

On the Internet or by E-Mail:

 

Internet: (on the EDGAR Database on the SEC’s internet website) www.sec.gov

 

E-Mail: publicinfo@sec.gov

 

Requests which are made by e-mail require the payment of a duplicating fee to the SEC in order to obtain a document.

 

Net Asset Value.  The Fund’s net asset value is available on a daily basis on the Fund’s web site at www.hartfordfunds.com.

 

SEC File Number:

The Hartford Mutual Funds, Inc. 811-07589

MFPRO-MSD15

June 1, 2015

 



 

 

COMBINED STATEMENT OF ADDITIONAL INFORMATION
FOR THE HARTFORD MUTUAL FUNDS, INC.

 

This Combined Statement of Additional Information (“SAI”) is not a prospectus, and it should be read in conjunction with the prospectuses of Hartford Municipal Income Fund and Hartford Municipal Short Duration Fund, two series of The Hartford Mutual Funds, Inc. (the “Company”), as described below and as supplemented from time to time.  The Company is an open-end management investment company currently consisting of forty-four separate series (each such series discussed in this Combined Statement of Additional Information is referred to herein as a “Fund” and collectively as the “Funds”).

 

THE HARTFORD MUTUAL FUNDS, INC.

 

 

 

Class

 

Class

 

Class

 

 

 

A

 

C

 

I

 

 

 

 

 

 

 

 

 

Hartford Municipal Income Fund

 

HMKAX

 

HMKCX

 

HMKIX

 

Hartford Municipal Short Duration Fund

 

HMJAX

 

HMJCX

 

HMJIX

 

 

Because the Funds had not commenced operations as of the date of this SAI, the Funds’ audited financial statements are not yet available.  Each Fund’s prospectus is incorporated by reference into this SAI, and the portions of this SAI that relate to each Fund have been incorporated by reference into such Fund’s prospectus.  The portions of this SAI that do not relate to a Fund do not form a part of such Fund’s SAI, have not been incorporated by reference into such Fund’s prospectus and should not be relied upon by investors in such Fund.  A free copy of each Annual/Semi-Annual Report, when available, and each Fund’s prospectus will be available on the Funds’ website at www.hartfordfunds.com, upon request by writing to: Hartford Funds, P.O. Box 55022, Boston, MA 02205-5022 or by calling 1-888-843-7824.

 

Date of Prospectuses: June 1, 2015

 

Date of Statement of Additional Information:  June 1, 2015

 

1



 

Table of Contents

 

 

Page No.

 

 

General Information

3

 

 

Investment Objectives and Policies

3

 

 

Investment Risks

5

 

 

Disclosure of Portfolio Holdings

31

 

 

Fund Management

33

 

 

Control Persons and Principal Security Holders

43

 

 

Investment Management Arrangements

44

 

 

Portfolio Managers

46

 

 

Portfolio Transactions and Brokerage

49

 

 

Fund Expenses

50

 

 

Distribution Arrangements

51

 

 

Purchase and Redemption of Shares

55

 

 

Account Closings

57

 

 

Determination of Net Asset Value

57

 

 

Capitalization and Voting Rights

58

 

 

Taxes

59

 

 

Principal Underwriter

63

 

 

Custodian

63

 

 

Transfer Agent

64

 

 

Independent Registered Public Accounting Firm

64

 

 

Other Information

64

 

 

Code of Ethics

64

 

 

Financial Statements

64

 

 

Proxy Voting Policies and Procedures

64

 

 

Appendix A

70

 

 

 

2



 

GENERAL INFORMATION

 

This SAI relates to all of the Funds listed on the front cover page. The Hartford Mutual Funds, Inc. was organized as a Maryland corporation on March 21, 1996.

 

The Company issues separate series of shares of stock for each Fund representing a fractional undivided interest in that Fund. Each Fund issues Class A, Class C and Class I shares.

 

Each Fund is offered through a separate prospectus relating to the Fund and its classes.  This SAI relates to Class A, C and I shares.

 

Each Fund is a diversified fund.

 

Hartford Funds Management Company, LLC (“HFMC”) is the investment manager to each Fund.  Hartford Funds Distributors, LLC (“HFD” or the “distributor”) is the principal underwriter to each Fund. HFMC and HFD are indirect subsidiaries of The Hartford Financial Services Group, Inc. (“The Hartford”), a Connecticut-based financial services company. The Hartford may be deemed to control each of HFMC and HFD through the indirect ownership of such entities. In addition, Wellington Management Company LLP (“Wellington Management”) is a sub-adviser to each Fund and provides the day-to-day management of the Funds’ portfolios (the “sub-adviser”).

 

HFMC also serves as the investment adviser to Hartford Series Fund, Inc. and Hartford HLS Series Fund II, Inc., the series of which are primarily used as investment options for variable annuity contracts and variable life insurance contracts issued by Hartford Life Insurance Company (“HLIC”) and its affiliates, for other insurance companies, and for certain retirement plans.

 

Investments in the Funds are not:

 

·                                   Deposits or obligations of any bank;

 

·                                   Guaranteed or endorsed by any bank; or

 

·                                   Federally insured or guaranteed by the Federal Deposit Insurance Corporation, the Federal Reserve Board or any other federal agency.

 

INVESTMENT OBJECTIVES AND POLICIES

 

The investment objectives and principal investment strategies of each Fund are described in each Fund’s prospectus.  Additional information concerning certain of the Funds’ investments, strategies and risks is set forth below.  With respect to percentage restrictions on investments described in this SAI or in any prospectus, except with respect to the limitations on borrowing from banks set forth below under “Fundamental Investment Restrictions of the Funds,” if such percentage restrictions are adhered to at the time of investment, a later increase or decrease in such percentage resulting from a change in the values of securities or loans or amount of net assets or security characteristics is not a violation of any of such restrictions.

 

A.            FUNDAMENTAL INVESTMENT RESTRICTIONS OF THE FUNDS

 

Each Fund has adopted the following fundamental investment restrictions, which may not be changed without approval of a majority of the applicable Fund’s outstanding voting securities as defined in the Investment Company Act of 1940, as amended (the “1940 Act”).  Under the 1940 Act and as used in the prospectuses and this SAI, a “majority of the outstanding voting securities” means the approval of the lesser of (1) the holders of 67% or more of the outstanding shares of a Fund (or a class of the outstanding shares of a Fund) represented at a meeting if the holders of more than 50% of the outstanding shares of the Fund (or class) are present in person or by proxy or (2) the holders of more than 50% of the outstanding shares of the Fund (or of the class).

 

Unless otherwise provided below, all references below to the assets of each Fund are in terms of current market value.

 

Each Fund:

 

1.       will not borrow money or issue any class of senior securities, except to the extent consistent with the 1940 Act, and the rules and regulations thereunder, or as may otherwise be permitted from time to time by regulatory authority;

 

2.       will not purchase the securities or loans of any issuer or borrower (other than securities or loans issued or guaranteed by the U.S. government or any of its agencies or instrumentalities) if, as a result, more than 25% of the Fund’s total assets would be invested in the securities or loans of companies whose principal business activities are in the same industry.  Tax exempt securities are not subject to this limitation unless they are backed by the assets and revenues of non-governmental issuers and this limitation will not apply to tax exempt securities that have been refunded with U.S. government securities;

 

3.       will not make loans, except to the extent consistent with the 1940 Act, and the rules and regulations thereunder, or as may otherwise be permitted from time to time by regulatory authority;

 

4.       will not act as an underwriter of securities of other issuers, except to the extent that, in connection with the disposition of portfolio securities, the Fund may be deemed an underwriter under applicable laws;

 

3



 

5.       will not purchase or sell real estate unless acquired as a result of ownership of securities or other instruments, although it may purchase securities secured by real estate or interests therein, or securities issued by companies which invest in real estate or interests therein; and

 

6.       will not purchase or sell commodities or commodities contracts, except to the extent permitted by applicable law and as set forth in each Fund’s prospectus and SAI.

 

In addition, under normal circumstances, the Funds will each invest at least 80% of the value of its net assets, plus the amount of any borrowings for investment purposes, in municipal securities whose interest is exempt from federal income tax.

 

B.            NON-FUNDAMENTAL INVESTMENT RESTRICTIONS OF THE FUNDS

 

The following restrictions are non-fundamental restrictions and may be changed by the Board of Directors of the respective Company (the “Board”) without shareholder approval.

 

Each Fund may not:

 

1.       Pledge its assets other than to secure permitted borrowings or to secure investments permitted by the Fund’s investment policies as set forth in its prospectus and this SAI, as they may be amended from time to time, and applicable law.

 

2.       Purchase securities on margin except to the extent permitted by applicable law.

 

3.       Purchase securities while outstanding borrowings exceed 5% of a Fund’s total assets, except where the borrowing is for temporary or emergency purposes.  Reverse repurchase agreements, dollar rolls, securities lending, borrowing securities in connection with short sales (where permitted in a Fund’s prospectus and SAI), and other investments or transactions described in the Fund’s prospectus and this SAI, as they may be amended from time to time, are not deemed to be borrowings for purposes of this restriction.

 

4.       Make short sales of securities or maintain a short position, except to the extent permitted by the Fund’s prospectus and SAI, as amended from time to time, and applicable law.

 

5.       Invest more than 15% of the Fund’s net assets in illiquid securities.

 

C.            NON-FUNDAMENTAL TAX RESTRICTIONS OF THE FUNDS

 

Each Fund must:

 

1.       Maintain its assets so that, at the close of each quarter of its taxable year,

 

(a)              at least 50 percent of the fair market value of its total assets is comprised of cash, cash items, U.S. Government securities, securities of other regulated investment companies and other securities (including bank loans), limited in respect of any one issuer to no more than 5 percent of the fair market value of the Fund’s total assets and 10 percent of the outstanding voting securities of such issuer, and

 

(b)              no more than 25 percent of the fair market value of its total assets is invested in the securities (including bank loans) of any one issuer (other than U.S. Government securities and securities of other regulated investment companies), or of two or more issuers controlled by the Fund and engaged in the same, similar, or related trades or businesses, or of one or more qualified publicly traded partnerships.

 

These tax-related limitations are subject to cure provisions under applicable tax laws and may be changed by the Board to the extent appropriate in light of changes to applicable tax law requirements.

 

D.            CLASSIFICATION

 

Each Fund has elected to be classified as a diversified series of an open-end management investment company.  As a diversified fund, at least 75% of the value of each such Fund’s total assets must be represented by cash and cash items (including receivables), U.S. Government securities, securities of other investment companies, and other securities for the purposes of this calculation limited in respect of any one issuer (i) to an amount not greater in value than 5% of the value of the total assets of such Fund and (ii) to not more than 10% of the outstanding voting securities of such issuer.

 

A Fund may not change its classification status from diversified to non-diversified without the prior approval of shareholders but may change its classification status from non-diversified to diversified without such approval.

 

E.            CERTAIN INVESTMENT STRATEGIES, RISKS AND CONSIDERATIONS

 

Set forth below are further descriptions of certain types of investments and investment strategies used by one or more of the Funds.  Please see each Fund’s prospectus and the “Investment Objectives and Policies” section of this SAI for further information on each Fund’s investment policies and risks.

 

Certain descriptions in each Fund’s prospectus and this SAI of a particular investment practice or technique in which the Funds may engage or a financial instrument that the Funds may purchase are meant to describe the spectrum of investments that a Fund’s sub-adviser, in its discretion, might, but is not required to, use in managing the Fund’s portfolio assets in accordance with the Fund’s investment objective, policies and restrictions.  The sub-adviser, in its discretion, may employ any such practice,

 

4



 

technique or instrument for one or more of the Funds, but not for all of the Funds, for which it serves as sub-adviser.  It is possible that certain types of financial instruments or techniques may not be available, permissible or effective for their intended purposes in all markets.

 

Investments in new Funds with limited operating history give rise to additional risks because there can be no assurance that new Funds will grow to or maintain an economically viable size.  To the extent a new Fund fails to grow to and maintain an economically viable size, the Board may decide to liquidate such Fund.  While shareholder interests will be the paramount consideration, the timing of any liquidation may not be favorable to certain individual shareholders.

 

The Funds have currently elected not to register with the Commodity Futures Trading Commission as a commodity pool.  As a result, each Fund will not purchase commodity futures, commodity options contracts, or swaps if, immediately after and as a result of such purchase, (i) the Fund’s aggregate initial margin and premiums posted for its non-bona fide hedging trading in these instruments exceeds 5% of the liquidation value of the Fund’s portfolio (after taking into account unrealized profits and losses and excluding the in the-money amount of an option at the time of purchase) or (ii) the aggregate net notional value of the Fund’s positions in such instruments not used solely for bona fide hedging purposes exceeds 100 percent of the liquidation value of the Fund’s portfolio (after taking into account unrealized profits and losses).  Each Fund may choose to change this election at any time.

 

INVESTMENT RISKS

 

The tables and discussion set forth below provide descriptions of some of the types of investments and investment strategies that one or more of the Funds may use, and the risks and considerations associated with those investments and investment strategies. Please see each Fund’s Prospectus and the “Investment Objectives and Policies” section of this SAI for further information on each Fund’s investment policies and risks.  Information contained in this section about the risks and considerations associated with a Fund’s investments and/or investment strategies applies only to those Funds specifically identified in the tables below as making each type of investment or using each investment strategy (each, a “Covered Fund”).  Information that does not apply to a Covered Fund does not form a part of that Covered Fund’s SAI and should not be relied on by investors in that Covered Fund.  Only information that is clearly identified as applicable to a Covered Fund is considered to form a part of the Covered Fund’s SAI.

 

 

 

Municipal
Income Fund

 

Municipal Short
Duration Fund

Active Trading Risk

 

X

 

X

Asset Coverage

 

X

 

X

Asset-Backed Securities

 

X

 

X

Bond Forwards Risk

 

X

 

X

Borrowing

 

X

 

X

Call Risk

 

X

 

X

Counterparty Risk

 

X

 

X

Credit Risk

 

X

 

X

Depositary Receipts

 

X

 

X

Derivative Instruments

 

X

 

X

Options Contracts

 

X

 

X

Futures Contracts & Options on Futures Contracts

 

X

 

X

Swap Agreements & Swaptions

 

X

 

X

Inflation-Linked Instruments

 

X

 

X

Hybrid Instruments

 

X

 

X

Credit-Linked Securities

 

X

 

X

Index Securities and Structured Notes

 

X

 

X

Event Linked Bonds

 

X

 

X

Foreign Currency Transactions

 

X

 

X

Risk Factors in Derivative Instruments

 

X

 

X

Dollar Rolls

 

X

 

X

Exchange Traded Funds (ETFs)

 

X

 

X

Exchange Traded Notes (ETNS)

 

X

 

X

Event Risk

 

X

 

X

Fixed Income Securities

 

X

 

X

Foreign Investments

 

X

 

X

Government Intervention in Financial Markets

 

X

 

X

Healthcare-Related Securities Risk

 

X

 

X

High Yield Securities (“Junk Bonds”)

 

X

 

X

Illiquid Investments

 

X

 

X

Inflation Protected Debt Securities

 

X

 

X

Initial Public Offerings

 

X

 

X

Interest Rate Risk

 

X

 

X

Inverse Floating Rate Securities

 

X

 

X

Investment Grade Securities

 

X

 

X

Investment Strategy Risk

 

X

 

X

 

5



 

 

 

Municipal
Income Fund

 

Municipal Short
Duration Fund

Lending Portfolio Securities

 

X

 

X

Liquidation of Funds

 

X

 

X

Market Risk

 

X

 

X

Money Market Instruments and Temporary Investment Strategies

 

X

 

X

Mortgage-Related Securities

 

X

 

X

Municipal Securities

 

X

 

X

New Fund Risk

 

X

 

X

Operational Risk

 

X

 

X

Other Capital Securities

 

X

 

X

Other Investment Companies

 

X

 

X

Preferred Stock Risk

 

X

 

X

Real Estate Related Securities Risks

 

X

 

X

Recent Fixed Income Market Events

 

X

 

X

Repurchase and Reverse Repurchase Agreements

 

X

 

X

Restricted Securities

 

X

 

X

Securities Trusts

 

X

 

X

Sovereign Debt

 

X

 

X

Stripped Securities

 

X

 

X

Structured Securities

 

X

 

X

Taxable Income Risk

 

X

 

X

To Be Announced (TBA) Securities Risk

 

X

 

X

Short-Sales of TBA Securities Risk

 

X

 

X

Use as Underlying Fund Risk

 

X

 

X

U.S. Government Securities Risk

 

X

 

X

Volatility Risk

 

X

 

X

Warrants and Rights Risk

 

X

 

X

Zero Coupon Securities

 

X

 

X

 

ACTIVE TRADING RISK.  Active or frequent trading of a Fund’s portfolio securities could increase the Fund’s transaction costs (thus negatively affecting performance) and may increase your taxable distributions.  These effects may also adversely affect Fund performance.

 

ASSET COVERAGE.  To the extent required by the U.S. Securities and Exchange Commission (“SEC”) guidelines, a Fund will only engage in transactions that expose it to an obligation to another party if it owns either (i) an offsetting position for the same type of financial asset or (ii) cash or liquid securities, designated on the Fund’s books or held in a segregated account, with a value sufficient at all times to cover its potential obligations not covered in clause (i).  Assets used as offsetting positions, designated on the Fund’s books or held in a segregated account cannot be sold while the position(s) requiring cover is/are open unless replaced with other appropriate assets.  As a result, the commitment of a large portion of assets to be used as offsetting positions or to be designated or segregated in such a manner could impede portfolio management or the ability to meet redemption requests or other current obligations.

 

ASSET-BACKED SECURITIES.  Asset-backed securities are securities backed by home equity loans, installment sale contracts, credit card receivables or other assets. Asset-backed securities are “pass-through” securities, meaning that principal and interest payments — net of expenses — made by the borrower on the underlying assets (such as credit card receivables) are passed through to a Fund. The value of asset-backed securities, like that of traditional fixed income securities, typically increases when interest rates fall and decreases when interest rates rise. However, asset-backed securities differ from traditional fixed income securities because of their potential for prepayment. The price paid by a Fund for its asset-backed securities, the yield the Fund expects to receive from such securities and the average life of the securities are based on a number of factors, including the anticipated rate of prepayment of the underlying assets. In a period of declining interest rates, borrowers may prepay the underlying assets more quickly than anticipated, thereby reducing the yield to maturity and the average life of the asset-backed securities. Moreover, when a Fund reinvests the proceeds of a prepayment in these circumstances, it will likely receive a rate of interest that is lower than the rate on the security that was prepaid. To the extent that a Fund purchases asset-backed securities at a premium, prepayments may result in a loss to the extent of the premium paid. If a Fund buys such securities at a discount, both scheduled payments and unscheduled prepayments will increase current and total returns and unscheduled prepayments will also accelerate the recognition of income which, when distributed to shareholders, will be taxable as ordinary income. In a period of rising interest rates, prepayments of the underlying assets may occur at a slower than expected rate, creating maturity extension risk. This particular risk may effectively change a security that was considered short- or intermediate-term at the time of purchase into a longer term security. Since the value of longer-term securities generally fluctuates more widely in response to changes in interest rates than does the value of shorter term securities, maturity extension risk could increase the volatility of the Fund. When interest rates decline, the value of an asset-backed security with prepayment features may not increase as much as that of other fixed-income securities, and, as noted above, changes in market rates of interest may accelerate or retard prepayments and thus affect maturities.

 

Asset-backed securities do not always have the benefit of a security interest in the underlying asset.  For example, credit card receivables are generally unsecured, and the debtors are entitled to the protection of a number of state and federal consumer

 

6



 

credit laws, many of which give such debtors the right to set off amounts owed.  The ability of an issuer of asset-backed securities to enforce its security interest in the underlying securities may be limited, and recoveries on repossessed collateral may not, in some cases, be available to support payments on these securities.  If the Funds purchase asset-backed securities that are “subordinated” to other interests in the same asset-backed pool, a Fund as a holder of those securities may only receive payments after the pool’s obligations to other investors have been satisfied. Tax-exempt structured securities, such as tobacco bonds, are not considered asset-backed securities for purposes of the Funds’ investments.

 

A Fund may invest in collateralized debt obligations (“CDOs”), which include collateralized bond obligations (“CBOs”), collateralized loan obligations (“CLOs”) and other similarly structured securities.  CBOs and CLOs are types of asset-backed securities. A CBO is a trust which is often backed by a diversified pool of high risk, below investment grade fixed income securities.  The collateral can be from many different types of fixed income securities such as high yield debt, residential privately issued mortgage-related securities, commercial privately issued mortgage-related securities, trust preferred securities and emerging market debt. A CLO is a trust typically collateralized by a pool of loans, which may include, among others, domestic and foreign senior secured loans, senior unsecured loans, and subordinate corporate loans, including loans that may be rated below investment grade or equivalent unrated loans.  CDOs may charge management fees and administrative expenses.

 

For both CBOs and CLOs, the cash flows from the trust are split into two or more portions, called tranches, varying in risk and yield. The riskiest portion is the “equity” tranche which bears the bulk of defaults from the bonds or loans in the trust and serves to protect the other, more senior tranches from default in all but the most severe circumstances.  Since they are partially protected from defaults, senior tranches from a CBO trust or CLO trust typically have higher ratings and lower yields than their underlying securities, and can be rated investment grade.  Despite the protection from the equity tranche, CBO or CLO tranches can experience substantial losses due to actual defaults, increased sensitivity to defaults due to collateral default and disappearance of protecting tranches, market anticipation of defaults, as well as aversion to CBO or CLO securities as a class.

 

The risks of an investment in a CDO depend largely on the type of the collateral securities and the class of the CDO in which the Fund invests. Normally, CBOs, CLOs and other CDOs are privately offered and sold, and thus, are not registered under the securities laws. As a result, investments in CDOs may be characterized by a Fund as illiquid securities.  However, an active dealer market may exist for CDOs allowing a CDO to qualify for Rule 144A transactions. In addition to the normal risks associated with fixed income securities, CDOs carry additional risks including, but are not limited to: (i) the possibility that distributions from collateral securities will not be adequate to make interest or other payments; (ii) the quality of the collateral may decline in value or default; (iii) a Fund may invest in CDOs that are subordinate to other classes; and (iv) the complex structure of the security may not be fully understood at the time of investment and may produce disputes with the issuer or unexpected investment results.

 

BOND FORWARDS RISK.  A bond forward is a contractual agreement between the Fund and another party to buy or sell an underlying asset at an agreed-upon future price and date.  In a bond forward transaction, no cash premium is paid when the parties enter into the bond forward.  If the transaction is collateralized, an exchange of margin collateral will take place according to an agreed-upon schedule. Otherwise, no asset of any kind changes hands until the bond forward matures (typically in 30 days) or is rolled over for another agreed-upon period.  Generally, the value of the bond forward will change based on changes in the value of the underlying asset.  Bond forwards are subject to market risk (the risk that the market value of the underlying bond may change), non-correlation risk (the risk that the market value of the bond forward might move independently of the market value of the underlying bond) and counterparty credit risk (the risk that a counterparty will be unable to meet its obligation under the contract).  If there is no cash exchanged at the time the Fund enters into the bond forward, counterparty risk may be limited to the loss of any marked-to-market profit on the contract and any delays or limitations on the Fund’s ability to sell or otherwise use the investments used as collateral for the bond forward).

 

In order to reduce the risk associated with leveraging, the Fund may “set aside” liquid assets (often referred to as “asset segregation”), or otherwise “cover” its position in bond forwards in a manner consistent with the 1940 Act or the rules and SEC interpretations thereunder.  The Funds reserve the right to modify its asset segregation policies in the future to comply with any changes in the SEC’s positions regarding asset segregation.

 

BORROWING.  Each Fund may borrow money to the extent set forth under “Investment Objectives and Policies.”  The Funds do not intend to borrow for leverage purposes, except as may be set forth under “Investment Objectives and Policies.” Interest paid on borrowings will decrease the net earnings of a Fund and will not be available for investment.

 

CALL RISK.  Call risk is the risk that an issuer, especially during a period of falling interest rates, may redeem a security by repaying it early, which may reduce a Fund’s income if the proceeds are then reinvested at lower interest rates or in securities with greater credit risks.  Issuers may call outstanding securities prior to their maturity due to a decline in interest rates, change in credit spreads change or improvements in the issuer’s credit quality.

 

COUNTERPARTY RISK.  With respect to certain transactions, such as over-the-counter derivatives contracts or repurchase agreements, a Fund will be exposed to the risk that the counterparty to the transaction may be unable or unwilling to make timely principal, interest or settlement payments, or otherwise to honor its obligations.  In the event of a bankruptcy or insolvency of a counterparty, the Fund could experience delays in liquidating its positions and significant losses, including declines in the value of its investment during the period in which the Fund seeks to enforce its rights, the inability to realize any gains on its investment during such period and any fees and expenses incurred in enforcing its rights.  The Fund also bears the risk of loss of the amount expected to be received under a derivative transaction in the event of the default or bankruptcy of a counterparty.

 

7



 

CREDIT RISK.  Credit risk refers to the possibility that the issuer of a security will not be able to make timely principal and interest payments.  Changes in an issuer’s credit rating or the market’s perception of an issuer’s creditworthiness may also affect the value of the Fund’s investment in that issuer.  The degree of credit risk depends on both the financial condition of the issuer and the terms of the obligation.  Securities issued by the U.S. Treasury historically have presented minimal credit risk.  However, recent events have led to a downgrade in the long-term U.S. credit rating by at least one major rating agency and have introduced greater uncertainty about the ability of the U.S. to repay its obligations.  A further credit rating downgrade or a U.S. credit default could decrease the value and increase the volatility of a Fund’s investments.

 

DEPOSITARY RECEIPTS (ADRs, EDRs and GDRs).  The Funds may invest in securities of foreign issuers in the form of depositary receipts or other securities that are convertible into securities of foreign issuers, including American Depositary Receipts (“ADRs”), European Depositary Receipts (“EDRs”) and Global Depositary Receipts (“GDRs”).  ADRs are receipts typically issued by a U.S. bank or trust company that evidence underlying securities issued by a foreign corporation.  ADRs are traded on U.S. securities exchanges, or in over-the-counter markets, and are denominated in U.S. dollars.  EDRs and GDRs are similar instruments that are issued in Europe (EDRs) or globally (GDRs), traded on foreign securities exchanges and denominated in foreign currencies.  The value of a depositary receipt will fluctuate with the value of the underlying security, reflect changes in exchange rates and otherwise involve the same risks associated with the foreign securities that they evidence or into which they may be converted.  A Fund may also invest in unsponsored depositary receipts.  The issuers of unsponsored depositary receipts are not obligated to disclose information that would be considered material in the United States.  Therefore, there may be less information available regarding these issuers and there may not be a correlation between such information and the market value of the depositary receipts.

 

The Funds may also invest in Global Depositary Notes (“GDN”), a form of depositary receipt. A GDN is a debt instrument created by a bank that evidences ownership of a local currency-denominated debt security. An investment in GDNs, a form of depositary receipt, involves further risks due to certain features of GDNs.  GDNs emulate the terms (interest rate, maturity date, credit quality, etc.) of particular local currency-denominated bonds; however, they trade, settle, and pay interest and principal in U.S. dollars, and are Depository Trust Company/Euroclear/Clearstream eligible. Any distributions paid to the holders of GDNs are usually subject to a fee charged by the depositary. Certain investment restrictions in certain countries may adversely impact the value of GDNs because such restrictions may limit the ability to convert bonds into GDNs and vice versa. Such restrictions may cause bonds of the underlying issuer to trade at a discount or premium to the market price of the GDN. See also “Foreign Investments” below.

 

DERIVATIVE INSTRUMENTS

 

The Funds may use instruments called derivatives or derivative securities.  A derivative is a financial instrument the value of which is derived from the value of one or more underlying securities, commodities, currencies, indices, debt instruments, other derivatives or any other agreed upon pricing index or arrangement (e.g., the movement over time of the Consumer Price Index or freight rates) (each an “Underlying Instrument”).  Derivatives contracts are either physically settled, which means the parties trade the Underlying Instrument itself, or cash settled, which means the parties simply make cash payments based on the value of the Underlying Instrument (and do not actually deliver or receive the Underlying Instrument).  Derivatives may allow a Fund to increase or decrease the level of risk to which the Fund is exposed more quickly and efficiently than transactions in other types of instruments.

 

Many derivative contracts are traded on securities or commodities exchanges, the contract terms are generally standard, and the parties make payments due under the contracts through the exchange.  Most exchanges require the parties to post margin against their obligations under the contracts, and the performance of the parties’ obligations under such contracts is usually guaranteed by the exchange or a related clearing corporation.  Other derivative contracts are traded over-the-counter (“OTC”) in transactions negotiated directly between the counterparties.  OTC derivative contracts do not have standard terms, so they are generally less liquid and more difficult to value than exchange-traded contracts.  OTC derivatives also expose a Fund to additional credit risks to the extent a counterparty defaults on a contract.  See “Additional Risk Factors and Considerations of OTC Transactions” below.

 

Depending on how a Fund uses derivatives and the relationships between the market values of the derivative and the Underlying Instrument, derivatives could increase or decrease a Fund’s exposure to the risks of the Underlying Instrument.  Derivative contracts may also expose the Fund to additional liquidity and leverage risks.  See “Risk Factors in Derivative Instruments” below.

 

Each Fund may use derivatives for hedging purposes.  Each Fund may also use derivatives for cash flow management or, as part of their overall investment strategies, to seek to replicate the performance of a particular index or to enhance returns.  The use of derivatives to enhance returns is considered speculative because the Fund is primarily seeking to achieve gains rather than to offset, or hedge, the risks of other positions.  When a Fund invests in a derivative for speculative purposes, the Fund is fully exposed to the risks of loss of that derivative, which may sometimes be greater than the cost of the derivative itself.  No Fund may use any derivative to gain exposure to an asset or class of assets that it would be prohibited by its investment restrictions from purchasing directly.

 

8



 

Hedging.  Each Fund may use derivative instruments to offset the risks, or to “hedge” the risks, associated with other Fund holdings.  For example, derivatives may be used to hedge against movements in interest rates, currency exchange rates and the equity markets through the use of options, futures transactions and options on futures.  Derivatives may also be used to hedge against duration risk in fixed-income investments.  Losses on one Fund investment may be substantially reduced by gains on a derivative that reacts to the same market movements in an opposite manner.  However, while hedging can reduce losses, it can also reduce or eliminate gains or cause losses if the market moves in a manner different from that anticipated by the Fund or if the cost of the derivative offsets the advantage of the hedge.

 

Among other risks, hedging involves correlation risk, which is the risk that changes in the value of the derivative will not match (i.e., will not offset) changes in the value of the holdings being hedged as expected by a Fund.  In such a case, any losses on the Fund holdings being hedged may not be reduced or may even be increased as a result of the use of the derivative.  The inability to close options and futures positions also could have an adverse impact on a Fund’s ability effectively to hedge its portfolio.

 

There can be no assurance that the use of hedging transactions will be effective.  No Fund is required to engage in hedging transactions, and each Fund may choose not to do so.  A decision as to whether, when and how to hedge involves the exercise of skill and judgment, and even a well-conceived hedge may be unsuccessful to some degree because of market behavior or unexpected interest rate trends.

 

The Funds might not employ any of the derivatives strategies described below, and there can be no assurance that any strategy used will succeed.  A Fund’s success in employing derivatives strategies may depend on the sub-adviser’s correctly forecasting interest rates, market values or other economic factors, and there can be no assurance that the sub-adviser’s forecasts will be accurate.  If the sub-adviser’s forecasts are not accurate, the Fund may end up in a worse position than if derivatives strategies had not been employed at all.  A Fund’s ability to use certain derivative transactions may be limited by tax considerations and certain other legal considerations.  Further, suitable derivative transactions might not be available at all times or in all circumstances.  Described below are certain derivative instruments and trading strategies the Funds may use (either separately or in combination) in seeking to achieve their overall investment objectives.

 

Options Contracts

 

An options contract, or an “option,” is a type of derivative.  An option is an agreement between two parties in which one gives the other the right, but not the obligation, to buy or sell an Underlying Instrument at a set price (the “exercise price” or “strike price”) for a specified period of time.  The buyer of an option pays a premium for the opportunity to decide whether to carry out the transaction (exercise the option) when it is beneficial.  The option seller (writer) receives the initial premium and is obligated to carry out the transaction if and when the buyer exercises the option.  Options can trade on exchanges or in the OTC market and may be bought or sold on a wide variety of Underlying Instruments.  Options that are written on futures contracts, or futures options (discussed below), are subject to margin requirements similar to those applied to futures contracts.  A Fund may engage in options transactions on any security or instrument in which it may invest, on any securities index based on securities in which it may invest or on any aggregates of equity and debt securities consisting of securities in which it may invest (aggregates are composites of equity or debt securities that are not tied to a commonly known index).  The Funds may also enter into options on foreign currencies.  As with futures and swaps (discussed below), the success of any strategy involving options depends on the sub-adviser’s analysis of many economic and mathematical factors, and a Fund’s return may be higher if it does not invest in such instruments at all.  A Fund may only write “covered” options.  The sections below describe certain types of options and related techniques that the Funds may use.

 

Call Options.  A call option gives the holder the right to purchase the Underlying Instrument at the exercise price for a fixed period of time.  A Fund would typically purchase a call option in anticipation of an increase in value of the Underlying Instrument because owning the option allows the Fund to participate in price increases on a more limited risk basis than if the Fund had initially directly purchased the Underlying Instrument.  If, during the option period, the market value of the Underlying Instrument exceeds the exercise price, plus the option premium paid by the Fund and any transaction costs the Fund incurs in purchasing the option, the Fund realizes a gain upon exercise of the option.  Otherwise, the Fund realizes either no gain or a loss on its purchase of the option.

 

The Funds are also permitted to write (i.e., sell) “covered” call options, which obligate a Fund, in return for the option premium, to sell the Underlying Instrument to the option holder for the exercise price if the option is exercised at any time before or on its expiration date.  In order for a call option to be covered, the Fund must have at least one of the following in place with respect to the option and for so long as the option is outstanding:  (i)  the Fund owns the Underlying Instrument subject to the option (or, in the case of an option on an index, owns securities whose price changes are expected to be similar to those of the underlying index), (ii) the Fund has an absolute and immediate right to acquire the Underlying Instrument without additional cash consideration (or for additional cash consideration so long as the Fund segregates such additional cash amount) upon conversion or exchange of other securities in its portfolio, (iii) the Fund enters into an offsetting forward contract and/or purchases an offsetting option or any other option that, by virtue of its exercise price or otherwise, reduces the Fund’s net exposure on its written option position, or (iv) the Fund segregates assets with an aggregate value equal to the exercise price of the option.

 

9



 

A Fund would typically write a call option to generate income from the option premium and/or in anticipation of a decrease, or only a limited increase (i.e., an increase that is less than the option premium received by the Fund in writing the option), in the market value of the Underlying Instrument.  In writing a call option, however, the Fund would not profit if the market value of the Underlying Instrument increases to an amount that exceeds the sum of the exercise price plus the premium received by the Fund.  Also, the Fund cannot sell the Underlying Instrument while the option is in effect unless the Fund enters into a closing purchase transaction.  A closing purchase transaction cancels out the Fund’s position as option writer by means of an offsetting purchase of an identical option prior to the expiration or exercise of the option it has written.

 

Put Options.  A put option gives the holder the right to sell the Underlying Instrument at the exercise price for a fixed period of time.  A Fund would typically purchase a put option in anticipation of a decline in market values of securities.  This limits the Fund’s potential for loss in the event that the market value of the Underlying Instrument falls below the exercise price.

 

Each Fund is also permitted to write covered put options on the securities or instruments in which it may invest.  In order for a put option to be covered, the Fund must have at least one of the following in place with respect to the option and for so long as the option is outstanding:  (i) the Fund enters into an offsetting forward contract and/or purchases an offsetting option or any other option that, by virtue of its exercise price or otherwise, reduces the Fund’s net exposure on its written option position or (ii) the Fund segregates assets or cash with an aggregate value equal to the exercise price of the option.

 

A Fund would typically write a put option on an Underlying Instrument to generate income from premiums and in anticipation of an increase or only a limited decrease in the value of the Underlying Instrument.  However, as writer of the put and in return for the option premium, the Fund takes the risk that it may be required to purchase the Underlying Instrument at a price in excess of its market value at the time of purchase.  Because the purchaser may exercise its right under the option contract at any time during the option period, the Fund has no control over when it may be required to purchase the Underlying Instrument unless it enters into a closing purchase transaction.

 

Collars and Straddles.  The Funds may employ collars, which are options strategies in which a call with an exercise price greater than the price of the Underlying Instrument (an “out-of-the-money call”) is sold and an in-the-money put (where the exercise price is again above the price of the Underlying Instrument) is purchased, to preserve a certain return within a predetermined range of values.  The Funds are also permitted to write covered straddles consisting of a combination of a call and a put written on the same Underlying Instrument.  A straddle is covered when sufficient assets are deposited to meet a Fund’s immediate obligations.  A Fund may use the same liquid assets to cover both the call and put options where the exercise price of the call and put are the same, or the exercise price of the call is higher than that of the put.  In such cases, the Funds will also segregate or designate on their books liquid assets equivalent to the amount, if any, by which the put is “in the money.”

 

Options on Indices.  The Funds are permitted to invest in options on any index made up of securities or other instruments in which a Fund itself may invest.  Options on indices are similar to options on securities except that index options are always cash settled, which means that upon exercise of the option the holder receives cash equal to the difference between the closing price of the index and the exercise price of the option times a specified multiple that determines the total monetary value for each point of such difference.  As with other written options, all index options written by a Fund must be covered.

 

Risks Associated with Options.  There are several risks associated with options transactions.  For example, there are significant differences between the options market and the securities markets that could result in imperfect correlation between the two markets.  Such imperfect correlation could then cause a given transaction to fail to achieve its objectives.  Options are also subject to the risks of an illiquid secondary market, whether those options are traded over-the-counter or on a national securities exchange.  There can be no assurance that a liquid secondary market on an options exchange will exist for any particular exchange-traded option at any particular time.  If a Fund is unable to effect a closing purchase transaction with respect to options it has written, the Fund will not be able to sell the Underlying Instruments or dispose of the segregated assets used to cover the options until the options expire or are exercised.  Similarly, if the Fund is unable to effect a closing sale transaction with respect to options it has purchased, it would have to exercise the options in order to realize any profit and would incur transaction costs upon the purchase or sale of the Underlying Instruments.  Moreover, a Fund’s ability to engage in options transactions may be limited by tax considerations and other legal considerations.

 

The presence of a liquid secondary market on an options exchange may dry up for any or all of the following reasons:  (i) there may be insufficient trading interest in certain options; (ii) the exchange may impose restrictions on opening or closing transactions or both; (iii) the exchange may halt or suspend trading, or impose other restrictions, on particular classes or series of options; (iv) unusual or unforeseen circumstances may interrupt normal exchange operations; (v) the facilities of the exchange or its related clearing corporation may at times be inadequate to handle trading volume; and/or (vi) one or more exchanges could, for economic or other reasons, decide or be compelled at some future date to discontinue the trading of options (or particular classes or series of options), in which event the secondary market on that exchange (or in such classes or series of options) would cease to exist.  However, if the secondary market on an exchange ceases to exist, it would be expected (though it cannot be guaranteed) that outstanding options on that exchange, if any, that had been issued as a result of trades on that exchange would continue to be exercisable in accordance with their terms.

 

10



 

A Fund’s options transactions will also be subject to limitations, established by exchanges, boards of trade or other trading facilities, governing the maximum number of options in each class that may be written or purchased by any single investor or a group in investors acting in concert.  As such, the number of options any single Fund can write or purchase may be affected by options already written or purchased by other Hartford Funds.  An exchange, board of trade or other trading facility may order the liquidation of positions found to be in excess of these limits and/or impose sanctions.  Also, the hours of trading for options may not conform to the hours during which the Underlying Instruments are traded.  To the extent that the options markets close before the markets for the Underlying Instruments, significant price movements can take place in the underlying markets that would not be reflected in the options markets.

 

OTC options implicate additional liquidity and credit risks.  Unlike exchange-listed options, where an intermediary or clearing corporation assures that the options transactions are properly executed, the responsibility for performing OTC options transactions rests solely on the writer and holder of those options.  See “Additional Risk Factors and Considerations of OTC Transactions” below.

 

The writing and purchase of options is a highly specialized activity that involves investment techniques and risks different from those associated with ordinary portfolio securities transactions.  The successful use of options depends on the sub-adviser’s ability to predict correctly future price fluctuations and the degree of correlation between the options and securities markets.  See “Risk Factors in Derivative Instruments” below.

 

Additional Risk Associated with Options on Indices.  The writer’s payment obligation under an index option (which is a cash-settled option) usually equals a multiple of the difference between the exercise price, which was set at initiation of the option, and the closing index level on the date the option is exercised.  As such, index options implicate a “timing risk” that the value of the underlying index will change between the time the option is exercised by the option holder and the time the obligation thereunder is settled in cash by the option writer.

 

Futures Contracts and Options on Futures Contracts

 

A futures contract, which is a type of derivative, is a standardized, exchange-traded contract that obligates the purchaser to take delivery, and the seller to make delivery, of a specified quantity of an Underlying Instrument at a specified price and specified future time.  The Funds are generally permitted to invest in futures contracts and options on futures contracts with respect to, but not limited to, equity and debt securities and foreign currencies, aggregates of equity and debt securities (aggregates are composites of equity or debt securities that are not tied to a commonly known index), interest rates, indices, commodities and other financial instruments.

 

No price is paid upon entering into a futures contract.  Rather, when a Fund purchases or sells a futures contract it is required to post margin (“initial margin”) with the futures commission merchant (“FCM”) executing the transaction.  The margin required for a futures contract is usually less than ten percent of the contract value, but it is set by the exchange on which the contract is traded and may by modified during the term of the contract.  Subsequent payments, known as “variation margin,” to and from the FCM, will then be made daily as the currency, financial instrument or securities index underlying the futures contract fluctuates (a process known as “marking to market”).  If a Fund has insufficient cash available to meet daily variation margin requirements, it might need to sell securities at a time when such sales are disadvantageous.  Futures involve substantial leverage risk.

 

An option on a futures contract (“futures option”) gives the option holder the right (but not the obligation) to buy or sell its position in the underlying futures contract at a specified price on or before a specified expiration date.  As with a futures contract itself, a Fund is required to deposit and maintain margin with respect to futures options it writes.  Such margin deposits will vary depending on the nature of the underlying futures contract (and the related initial margin requirements), the current market value of the option and other futures positions held by the Fund.

 

The sale of a futures contract limits a Fund’s risk of loss, prior to the futures contract’s expiration date, from a decline in the market value of portfolio holdings correlated with the futures contract.  In the event the market values of the portfolio holdings correlated with the futures contract increase rather than decrease, however, a Fund will realize a loss on the futures position and a lower return on the portfolio than would have been realized without the purchase of the futures contract.

 

Positions taken in the futures markets are usually not held to maturity but instead liquidated through offsetting transactions that may result in a profit or loss.  While the Fund’s futures contracts will usually be liquidated in this manner, a Fund may instead make or take delivery of the Underlying Instrument whenever it appears economically advantageous to do so.

 

A Fund is permitted to enter into a variety of futures contracts, including interest rate futures, index futures, currency futures and commodity futures, and options on such futures contracts.  A Fund may also invest in instruments that have characteristics similar to futures contracts, such as debt securities with interest or principal payments determined by reference to the value of a security, an index of securities or a commodity or currency at a future point in time.  The risks of such investments reflect the risks of investing in futures and derivatives generally, including volatility and illiquidity.

 

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Risks Associated with Futures and Futures Options.  The primary risks associated with  the use of futures contracts and options are: (a) imperfect correlation between the change in market value of instruments held by a Fund and the price of the futures contract or option; (b) the possible lack of an active market for a futures contract or option, or the lack of a liquid secondary market for a futures option, and the resulting inability to close the futures contract or option when desired; (c) losses, which are potentially unlimited, caused by unanticipated market movements; (d) the sub-adviser’s failure to predict correctly the direction of securities prices, interest rates, currency exchange rates and other economic factors; and (e) the possibility that the counterparty will default in the performance in its obligations.  Futures contracts and futures options also involve brokerage costs, require margin deposits and, in the case of contracts and options obligating a Fund to purchase securities or currencies, require the fund to segregate assets to cover such contracts and options.  Moreover, futures are inherently volatile, and a Fund’s ability to engage in futures transactions may be limited by tax considerations and other legal considerations.

 

U.S. futures exchanges and some foreign exchanges limit the amount of fluctuation in futures contract prices which may occur in a single business day (generally referred to as “daily price fluctuation limits”). The maximum or minimum price of a contract as a result of these limits is referred to as a “limit price.” If the limit price has been reached in a particular contract, no trades may be made beyond the limit price. Limit prices have the effect of precluding trading in a particular contract or forcing the liquidation of contracts at disadvantageous times or prices.

 

Additional Considerations of Commodity Futures Contracts.  In addition to the risks described above, there are several additional risks associated with transactions in commodity futures contracts.  In particular, the costs to store underlying physical commodities are reflected in the price of a commodity futures contract.  To the extent that storage costs for an underlying commodity change while a Fund is invested in futures contracts on that commodity, the value of the futures contract may change proportionately.  Further, the commodities that underlie commodity futures contracts may be subject to additional economic and non-economic variables, such as drought, floods, weather, livestock disease, embargoes, tariffs and international economic, political and regulatory developments and may be subject to broad price fluctuations.

 

Other Considerations Related to Options and Futures Options.  Each Fund will engage in transactions in futures contracts and related options only to the extent such transactions are consistent with the requirements of the Internal Revenue Code of 1986, as amended, (the “Code”) for maintaining its qualification as a regulated investment company for U.S. federal income tax purposes.

 

Swap Agreements and Swaptions

 

A swap agreement, or a swap, is a type of derivative instrument.  Swap agreements are entered into for periods ranging from a few weeks to more than one year.  In a standard swap, two parties exchange the returns (or differentials in rates of return) earned or realized on an Underlying Instrument.  The gross returns to be exchanged (or “swapped”) between the parties are calculated with respect to a “notional amount,” which is a predetermined dollar principal that represents the hypothetical underlying quantity upon which the parties’ payment obligations are computed.  The notional amount may be, among other things, a specific dollar amount invested, for example, at a particular interest rate, in a particular foreign currency or in a “basket” of securities or commodities that represents a particular index.  The notional amount itself normally is not exchanged between the parties, but rather it serves as a reference amount from which to calculate the parties’ obligations under the swap.

 

A Fund will usually enter into swap agreements on a “net basis,” which means that the two payment streams are netted out with each party receiving or paying, as the case may be, only the net amount of the payments.  A Fund’s obligations under a swap agreement are generally accrued daily (offset against any amounts owing to the Fund), and accrued but unpaid net amounts owed to a counterparty are covered by segregating liquid assets, marked to market daily, to avoid leveraging the Fund’s portfolio.  If a Fund enters into a swap on other than a net basis, the Fund will segregate the full amount of its obligations under such swap.  A Fund may enter into swaps, caps, collars, floors and related instruments with member banks of the Federal Reserve System, members of the New York Stock Exchange or other entities determined by the sub-adviser to be creditworthy.  If a default occurs by the other party to such transaction, a Fund will have contractual remedies under the transaction documents, but such remedies may be subject to bankruptcy and insolvency laws that could affect the Fund’s rights as a creditor.

 

A Fund may engage in a wide variety of swap transactions, including, but not limited to, credit- and event-linked swaps, interest rate swaps, swaps on specific securities or indices, swaps on rates (such as mortgage prepayment rates) and other types of swaps, such as caps, collars, and floors.  In addition, to the extent a Fund is permitted to invest in foreign currency-denominated securities, it may invest in currency swaps.  A Fund may also enter into options on swap agreements (“swaptions”).  Depending on how they are used, swap agreements may increase or decrease the overall volatility of a Fund’s investments and its share price and yield.  The sections below describe certain swap arrangements and related techniques that the Funds may use.

 

Interest Rate Swaps, Caps, Floors and Collars.  An interest rate swap is an OTC contract in which the parties exchange interest rate exposures (e.g., exchange floating rate payments for fixed rate payments or vice versa).  For example, a $10 million LIBOR swap requires one party to pay the equivalent of the London Interbank Offered Rate of Interest (which fluctuates) on the $10 million principal amount in exchange for the right to receive from the other party the equivalent of a stated fixed rate of interest on the $10 million principal amount.

 

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Among other techniques, a Fund may use interest rate swaps to hedge interest rate and duration risk on fixed-income securities or portfolios, which can be particularly sensitive to interest rate changes.  Duration measures the sensitivity in prices of fixed-income securities to changes in interest rates; the duration of a portfolio or basket of bonds is the weighted average of the individual component durations.  Longer maturity bonds typically have a longer duration than shorter maturity bonds and, therefore, higher sensitivity to interest rate changes.  In an environment where interest rates are expected to rise, a Fund may use interest rate swaps to hedge interest rate and duration risk across a portfolio at particular duration points (such as two-, five- and 10- year duration points).

 

A Fund may also purchase or sell interest rate caps or floors.  In a typical interest rate cap, the buyer receives payments from the seller to the extent that a specified interest rate exceeds a predetermined level.  In a typical interest rate floor, the buyer receives payments from the seller to the extent that a specified interest rate falls below a predetermined level.  An interest rate collar combines elements of purchasing a cap and selling a floor and is usually employed to preserve a certain return within a predetermined range of values.

 

Commodity Swaps.  A commodity swap agreement is a contract in which one party agrees to make periodic payments to another party based on the change in market value of a commodity-based Underlying Instrument (such as a specific commodity or commodity index) in return for periodic payments based on a fixed or variable interest rate or the total return from another commodity-based Underlying Instrument.  In a total return commodity swap, a Fund receives the price appreciation of a commodity index, a portion of a commodity index or a single commodity in exchange for paying an agreed-upon fee.  As with other types of swap agreements, if the commodity swap lasts for a finite period of time, the swap may be structured such that the Fund pays a single fixed fee established at the outset of the swap.  However, if the term of the commodity swap is ongoing, with interim swap payments, the Fund may pay a variable or “floating” fee.  Such a variable fee may be pegged to a base rate, such as LIBOR, and is adjusted at specific intervals.  As such, if interest rates increase over the term of the swap contract, the Fund may be required to pay a higher fee at each swap reset date.  See “LIBOR Risk” above.

 

Currency Swaps.  A currency swap agreement is a contract in which two parties exchange one currency (e.g., U.S. dollars) for another currency (e.g., Japanese yen) on a specified schedule.  The currency exchange obligations under currency swaps could be either interest payments calculated on the notional amount or payments of the entire notional amount (or a combination of both).  Funds may engage in currency swap agreements as a tool to protect against uncertainty and fluctuations in foreign exchange rates in the purchase and sale of securities.  However, the use of currency swap agreements does not eliminate, or even always mitigate, potential losses arising from fluctuations in exchange rates.  In the case of currency swaps that involve the delivery of the entire notional amount of currency in exchange for another currency, the entire notional principal of the currency swap is subject to the risk that the counterparty will default on its contractual delivery obligations.

 

Credit Default Swaps.  A credit default swap (“CDS”) is an agreement between two parties whereby one party (the “protection buyer”) makes an up-front payment or a stream of periodic payments over the term of the CDS to the other party (the “protection seller”), provided generally that no event of default or other credit-related event (a “credit event”) with respect to an Underlying Instrument occurs.  In return, the protection seller agrees to make a payment to the protection buyer if a credit event does occur with respect to the Underlying Instrument.  The CDS market allows a Fund to manage credit risk through buying and selling credit protection on a specific issuer, asset or basket of assets.  Credit default swaps typically last between six months and three years, provided that no credit event occurs.  Credit default swaps may be physically settled or cash settled.

 

A Fund may be either the protection buyer or the protection seller in a CDS.  A Fund generally will not buy protection on issuers that are not currently held by that particular Fund.  However, a Fund may engage in credit default swap trades on single names, indices and baskets to manage asset class exposure and to capitalize on spread differentials in instances where there is not complete overlap between such Fund’s holdings or exposures and the reference entities in the credit default swap.  If the Fund is the protection buyer and no credit event occurs, the Fund loses its entire investment in the CDS (i.e., an amount equal to the aggregate amount of payments made by the Fund to the protection seller over the term of the CDS).  However, if a credit event does occur, the Fund (as protection buyer), will deliver the Underlying Instrument to the protection seller and is entitled to a payment from the protection seller equal to the full notional value of the Underlying Instrument, even though the Underlying Instrument at that time may have little or no value.  If the Fund is the protection seller and no credit event occurs, the Fund receives a fixed income throughout the term of the CDS (or an up-front payment at the beginning of the term of the CDS) in the form of payments from the protection buyer.  However, if the Fund is the protection seller and a credit event occurs, the Fund is obligated to pay the protection buyer the full notional value of the Underlying Instrument in return for the Underlying Instrument (which may at that time be of little or no value).

 

A Fund may also invest in the Dow Jones CDX (“CDX”), which is a family of indices that track credit derivative indices in various countries around the world.  The CDX provides investors with exposure to specific reference baskets of issuers of bonds or loans in certain segments, such as North American investment grade credit derivatives or emerging markets.  CDX reference baskets are generally priced daily and rebalanced every six months in conjunction with leading market makers in the credit industry.  While investing in CDXs increases the universe of bonds and loans to which a Fund is exposed, such investments entail risks that are not typically associated with investments in other debt instruments (rather, they entail risks more associated with

 

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derivative instruments).  The liquidity of the market for CDXs is also subject to liquidity in the secured loan and credit derivatives markets.

 

Total return swaps, asset swaps, inflation swaps and similar instruments.  A Fund may enter into total return swaps, assets swaps, inflation swaps and other types of swap agreements.  In a total return swap, the parties exchange the total return (i.e., interest payments plus any capital gains or losses) of an Underlying Instrument (or basket of such instruments) for the proceeds of another Underlying Instrument (or basket of such instruments).  Asset swaps combine an interest rate swap with a bond and are generally used to alter the cash flow characteristics of the Underlying Instrument.  For example, the parties may exchange a fixed investment, such as a bond with guaranteed coupon payments, for a floating investment like an index.  Inflation swaps are generally used to transfer inflation risk.  See “Inflation-Linked Instruments” herein.

 

Swaptions.  A Fund may also enter into swap options, or “swaptions.”  A swaption is a contract that gives one party the right (but not the obligation), in return for payment of the option premium, to enter into a new swap agreement or to shorten, extend, cancel or otherwise modify an existing swap agreement at some designated future time and on specified terms.  A Fund may write (sell) and purchase put and call swaptions.  Depending on the terms of the particular option agreement, a Fund will generally incur a greater degree of risk when it writes a swaption than it will incur when it purchases a swaption.  When a Fund purchases a swaption, it risks losing only the option premium it paid should it decide not to exercise the option.  When a Fund writes a swaption, however, it is obligated according to the terms of the underlying agreement if the option holder exercises the option.

 

Asset Segregation.  As investment companies registered with the SEC, the Funds may “set aside” (often referred to as “asset segregation”) liquid assets, or otherwise “cover” their positions in a manner consistent with the 1940 Act or the rules and SEC interpretations thereunder.  Each Fund reserves the right to modify its asset segregation policies in the future to comply with any changes in the SEC’s positions regarding asset segregation.

 

Risks Associated with Swaps and Swaptions.  Investing in swaps and swaptions, and utilizing these and related techniques in managing a Fund portfolio, are highly specialized activities that involve investment techniques and risks different from those associated with ordinary portfolio transactions.  These investments involve significant risk of loss.  Whether a Fund’s use of swaps will be successful in furthering its investment objective will depend on the sub-adviser’s ability to predict correctly whether certain types of investments are likely to produce greater returns than other investments.  If the sub-adviser is incorrect in its forecast of market values, the sub-adviser’s utilization of swap arrangements and related techniques could negatively impact the Fund’s performance.

 

The swaps market is largely unregulated.  It is possible that developments in the swaps market, including potential government regulation, could adversely affect a Fund’s ability to terminate existing swap agreements or to realize amounts to be received under such agreements.  Also, certain restrictions imposed by the Code may limit the Fund’s ability to use swap agreements.

 

If the creditworthiness of a Fund’s swap counterparty declines, it becomes more likely that the counterparty will fail to meet its obligations under the contract, and consequently the Fund will suffer losses.  Although there can be no assurance that a Fund will be able to do so, a Fund may be able to reduce or eliminate its exposure under a swap agreement either by assignment or other disposition, or by entering into an offsetting swap agreement with the same party or another creditworthy party.  However, a Fund may have limited ability to eliminate its exposure under a credit default swap if the credit of the reference entity or underlying asset has declined.  There can be no assurance that a Fund will be able to enter into swap transactions at prices or on terms the sub-adviser believes are advantageous to such Fund.  In addition, although the terms of swaps, caps, collars and floors may provide for termination, there can be no assurance that a Fund will be able to terminate a swap or to sell or offset caps, collars or floors that it has purchased.  Investing in swaps and related techniques involves the risks associated with investments in derivative instruments.  Please see “Risk Factors in Derivative Instruments” and “Additional Risk Factors and Considerations in OTC Transactions” below.

 

Inflation-Linked Instruments

 

The Funds are permitted to invest in a variety of inflation-linked instruments, such as inflation-indexed securities and inflation-linked derivatives, to manage inflation risk or to obtain inflation exposure.  Inflation — a general rise in the prices of goods and services — is measured by inflation indices like the Consumer Price Index (CPI), which is calculated monthly by the U.S. Bureau of Labor Statistics, and the Retail Prices Index (RPI), which is calculated by U.K. Office for National Statistics.  The CPI is a measurement of changes in the cost of living, made up of components such as housing, food, transportation and energy.

 

Inflation-linked derivatives are derivative instruments that tie payments to an inflation index.  Currently, most inflation derivatives are in the form of inflation swaps, such as CPI swaps.  A CPI swap is a fixed-maturity, over-the-counter derivative where one party pays a fixed rate in exchange for payments tied to the CPI.  The fixed rate, which is set by the parties at the initiation of the swap, is often referred to as the “breakeven inflation” rate and generally represents the current difference between Treasury yields and Treasury inflation protected securities (“TIPS”) yields of similar maturities at the initiation of the swap agreement.  CPI swaps are typically designated as “zero coupon,” where all cash flows are exchanged at maturity.  The value of a CPI swap is expected to fluctuate in response to changes in the relationship between nominal interest rates and the rate of inflation, as

 

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measured by the CPI.  A CPI swap can lose value if the realized rate of inflation over the life of the swap is less than the fixed market implied inflation rate (the breakeven inflation rate) the investor agreed to pay at the initiation of the swap.

 

Other types of inflation derivatives include inflation options and futures.  There can be no assurance that the CPI, or any foreign inflation index, will accurately measure the rate of inflation in the prices of consumer goods and services.  Further, there can be no assurance that the rate of inflation in a foreign country will be correlated to the rate of inflation in the United States.  Moreover, inflation-linked instruments are subject to the risks inherent in derivative transactions generally.  See “Risk Factors in Derivative Instruments” herein.  The market for inflation-linked instruments is still developing.  The sub-adviser reserves the right to use the instruments discussed above and similar instruments that may be available in the future.

 

Hybrid Instruments

 

A hybrid instrument is an interest in an issuer that combines the characteristics of an equity security, a debt security, a commodity and/or a derivative.  For example, an oil company might issue a commodity-linked bond that pays a fixed level of interest plus additional interest that accrues in correlation with the extent to which oil prices exceed a certain predetermined level.  This is a hybrid instrument combining a bond with an option on oil.

 

Depending on the types and terms of hybrid instruments, they present risks that may be similar to, different from or greater than those associated with traditional investments with similar characteristics.  Hybrid instruments are potentially more volatile than traditional investments and, depending on the structure of the particular hybrid, may expose the Fund to additional leverage and liquidity risks.  Moreover, the purchase of hybrids exposes a Fund to the credit risk of the issuers of the hybrids.  Described below are certain hybrid instruments the Funds may use in seeking to achieve their investment objectives.  The sub-adviser reserves the right to use the instruments mentioned below and similar instruments that may be available in the future.

 

Credit-Linked Securities.  Credit-linked securities are issued by a limited purpose trust or other vehicle that, in turn, invests in a basket of derivative instruments, such as credit default swaps, interest rate swaps and other securities.  Investments in credit-linked securities normally consist of the right to receive periodic payments during the term and payment of principal at the end of the term.  However, these payments depend on the issuer’s own investments in derivative instruments and are, accordingly, subject to the risks associated with derivative instruments, which include volatility, illiquidity and counterparty risk.

 

Indexed Securities and Structured Notes.  Indexed securities are derivative securities the interest rate or principal of which is determined by an unrelated indicator (e.g., a currency, security, commodity or index).  Structured notes are debt indexed securities.  Indexed securities implicate a high degree of leverage, which magnifies the potential for gain and the risk of loss, when they include a multiplier that multiplies the indexed element by a specific factor.

 

Structured notes and indexed securities can be very volatile investments because, depending on how they are structured, their value may either increase or decrease in response to the value of the Underlying Instruments.  The terms of these securities may also provide that in some instances no principal is due at maturity, which may result in a loss of invested capital.  These instruments also may entail a greater degree of market risk than other types of securities because the investor bears the risk not only of the instrument but also of the unrelated indicator.  Indexed securities may involve significant credit risk and liquidity risk and, as with other sophisticated strategies, a Fund’s use of these instruments may not work as intended.

 

Event-Linked Bonds.  The Funds may invest in “event-linked bonds” (or “catastrophe bonds”).  The event-linked bond market is a growing sector of the global fixed income market that provides investors with high return potentials in exchange for taking on “event risk,” such as the risk of a major hurricane, earthquake or pandemic.  If such trigger event occurs, a Fund may lose a portion or its entire principal invested in the bond.  Some event-linked bonds provide for an extension of maturity to process and audit loss claims if a trigger has, or possibly has, occurred.  Such extension may increase volatility.  Event-linked bonds may also expose a fund to other unanticipated risks including credit risk, counterparty risk, liquidity risk, adverse regulatory or jurisdictional interpretations and adverse tax consequences.  Event-linked bonds are subject to the risks inherent in derivative transactions.  See “Derivative Instruments — Risk Factors in Derivative Instruments” below.

 

Foreign Currency Transactions

 

All Funds that are permitted to invest in foreign currency-denominated securities also may purchase and sell foreign currency options and foreign currency futures contracts and futures options, and they may engage in foreign currency transactions either on a spot (cash) basis at prevailing currency exchange rates or through forward currency contracts.  The Funds may engage in these transactions to hedge, directly or indirectly, against currency fluctuations, for other investment purposes and, with respect to the Funds, to seek to enhance returns.  A Fund may enter into currency transactions only with counterparties that the sub-adviser deems to be creditworthy.  Certain of the foreign currency transactions the Funds may use are described below.

 

Forward Currency Contracts.  The Funds may enter into forward currency contracts (“forwards”) in connection with settling purchases or sales of securities, to hedge the currency exposure associated with some or all of the Fund’s investments or as part of its investment strategy.  Forwards are OTC contracts to purchase or sell a specified amount of a specified currency or multinational currency unit at a set price on a future date.  The market value of a forward fluctuates with changes in foreign currency exchange

 

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rates.  Forwards are marked to market daily based upon foreign currency exchange rates from an independent pricing service, and the change in value is recorded as unrealized appreciation or depreciation.  A Fund will record a realized gain or loss when the forward is closed.  Forwards are highly volatile, involve substantial currency risk and may also involve credit and liquidity risks.

 

A Fund may use a forward in a “settlement hedge,” or “transaction hedge,” to lock in the U.S. dollar price on the purchase or sale of securities denominated in a foreign currency between the time when the security is purchased or sold and the time at which payment is received.  Forward contracts on foreign currency may also be used by a Fund in anticipation generally of the Fund’s making investments denominated in a foreign currency, even if the specific investments have not yet been selected by the sub-adviser.

 

In a “position hedge,” the Fund uses a forward to hedge against a decline in the value of existing investments denominated in foreign currency.  For example, a Fund may enter into a forward contract to sell Japanese yen in return for U.S. dollars in order to hedge against a possible decline in the yen’s value.  Position hedges tend to offset both positive and negative currency fluctuations.  Alternately, the Fund could hedge its position by selling another currency expected to perform similarly to the Japanese yen.  This is called a “proxy hedge” and may offer advantages in terms of cost, yield or efficiency.  However, proxy hedges may result in losses if the currency used to hedge does not move in tandem with the currency in which the hedged securities are denominated.

 

The Funds may also engage in cross-hedging by entering into forward contracts in one currency against a different currency.  Cross-hedging may be used to limit or increase exposure to a particular currency or to establish active exposure to the exchange rate between the two currencies.

 

Forward Rate Agreements.  The Funds may also enter into forward rate agreements.  Under a forward rate agreement, the buyer locks in an interest rate at a future settlement date. If the interest rate on the settlement date exceeds the lock rate, the buyer pays the seller the difference between the two rates. If the lock rate exceeds the interest rate on the settlement date, the seller pays the buyer the difference between the two rates. Any such gain received by the Fund would be taxable.  These instruments are traded in the OTC market.  These transactions involve risks, including counterparty risk.  See “Risk Factors in Derivative Instruments” below.

 

Currency Swaps, Options and Futures.  In order to protect against currency fluctuations and for other investment purposes, the Funds may enter into currency swaps, options and futures.  See “Swap Agreements and Swaptions — Currency Swaps,” “Options Contracts,” and “Futures Contracts and Options on Futures Contracts” herein.

 

Additional Risks Associated with Foreign Currency Transactions.

 

It is extremely difficult to forecast currency market movements, and whether any hedging or other investment strategy will be successful is highly uncertain.  Further, it is impossible to forecast with precision the market value of portfolio securities at the expiration of a foreign currency forward.  Therefore, a Fund may be required to buy or sell additional currency on the spot market (and bear the expense of such transaction) if the sub-adviser’s predictions regarding the movement of foreign currency or securities markets prove inaccurate.  To the extent a Fund hedges against anticipated currency movements that do not occur, the Fund may realize losses and decrease its total return as a result of its hedging transactions.  It is impossible to hedge fully or perfectly against the effects of currency fluctuations on the value of non-U.S. securities because currency movements impact the value of different securities in differing degrees.

 

A Fund may buy or sell foreign currency options either on exchanges or in the OTC market.  Foreign currency transactions on foreign exchanges may not be regulated to the same extent as similar transactions in the United States, may not involve a clearing mechanism and related guarantees and are subject to the risk of governmental actions affecting trading in, or the prices of, foreign securities.  The value of such positions also could be adversely affected by (i) other complex foreign political, legal and economic factors, (ii) lesser availability than in the United States of data on which to make trading decisions, (iii) delays in a Fund’s ability to act upon economic events occurring in foreign markets during non-business hours in the United States, (iv) the imposition of different exercise and settlement terms and procedures and margin requirements than in the United States and (v) lesser trading volume.  Foreign currency transactions are also subject to the risks inherent in investments in foreign markets.  Please see “Foreign Investments” below.

 

Risk Factors in Derivative Instruments

 

Derivatives are volatile and involve significant risks, including:

 

Correlation Risk — the risk that changes in the value of a derivative instrument will not match the changes in the value of the Fund holdings that are being hedged.

 

Counterparty Risk — the risk that the counterparty to an OTC derivatives contract or a borrower of a Fund’s securities may be unable or unwilling to make timely principal, interest or settlement payments, or otherwise to honor its obligations.

 

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Credit Risk — the risk that the issuer of a security will not be able to make timely principal and interest payments.  Changes in an issuer’s credit rating or the market’s perception of an issuer’s creditworthiness may affect the value of a Fund’s investment in and/or exposure to that issuer.  The degree of credit risk depends on both the financial condition of the issuer and the terms of the obligation.

 

Currency Risk — the risk that changes in the exchange rate between currencies will adversely affect the value (in U.S. dollar terms) of an investment.

 

Index Risk — in respect of index-linked derivatives, the risks associated with changes in the underlying indices.  If an underlying index changes, a Fund may receive lower interest payments or experience a reduction in the value of the derivative to below what the Fund paid.  Certain indexed securities, including inverse securities (which move in an opposite direction from the reference index), may create leverage to the extent that they increase or decrease in value at a rate that is a multiple of the changes in the applicable index.

 

Interest Rate Risk — the risk that the value of an investment may decrease when interest rates rise because when interest rates rise, the prices of bonds and fixed rate loans fall.  Generally, the longer the maturity of a bond or fixed rate loan, the more sensitive it is to this risk (interest rate risk is commonly measured by a fixed income investment’s duration).  Falling interest rates also create the potential for a decline in a Fund’s income.

 

Leverage Risk — the risk associated with certain types of investments or trading strategies (for example, borrowing money to increase the amount being invested) that relatively small market movements may result in large changes in the value of an investment.  Certain investments or trading strategies that involve leverage can result in losses that substantially exceed the amount originally invested.

 

Liquidity Risk — the risk that certain securities may be difficult or impossible to sell at the time that the seller would like to sell them or at the price the seller believes the security is currently worth.

 

The potential loss on derivative instruments may be substantial relative to the initial investment therein.  A Fund incurs transaction costs in opening and closing positions in derivative instruments.  There can be no assurance that the use of derivative instruments will be advantageous.

 

Regulatory Aspects of Derivatives and Hedging Instruments.

 

As a result of amendments to rules under the Commodity Exchange Act (“CEA”) by the Commodity Futures Trading Commission (“CFTC”), HFMC must either operate within certain guidelines and restrictions with respect to a Fund’s use of futures, options on such futures, commodity options and certain swaps, or be subject to registration with the CFTC as a “commodity pool operator” (“CPO”) with respect to the Fund and be required to operate the Fund in compliance with certain disclosure, reporting, and recordkeeping requirements.

 

Previously, the CFTC permitted unlimited futures transactions and options thereon, so long as a fund had claimed an exclusion from registration as a CPO, and swap contracts were not formerly regulated by the CFTC.   Under the amended rules, the investment adviser of a registered investment company may claim an exemption from registration as a CPO only if the registered investment company that it advises uses futures contracts, options on such futures, commodity options and certain swaps solely for “bona fide hedging purposes,” or limits its use of such instruments for non-bona fide hedging purposes to certain de minimis amounts.

 

Consistent with the Funds’ investment strategies, HFMC intends to maintain the flexibility to utilize futures contracts, options on such futures, commodity options and certain swaps for non-bona fide hedging purposes beyond the de minimis amounts provided under the CFTC rules. As such, HFMC is subject to registration and regulation as a CPO under the CEA with respect to its service as investment adviser to these Funds.

 

Additional Risk Factors and Considerations of OTC Transactions

 

Certain derivatives traded in OTC markets, including swaps, OTC options and indexed securities, involve substantial liquidity risk.  This risk may be increased in times of financial stress if the trading market for OTC derivatives contracts or otherwise becomes restricted.  The absence of liquidity may make it difficult or impossible for a Fund to ascertain a market value for such instruments and/or to sell them promptly and at an acceptable price.

 

Because derivatives traded in OTC markets are not guaranteed by an exchange or clearing corporation and generally do not require payment of margin, to the extent that a Fund has unrealized gains in such instruments or has deposited collateral with its counterparty, the Fund is at risk that its counterparty will become bankrupt or otherwise fail to honor its obligations.  The counterparty’s failure to honor its obligations would result in the loss of any premium paid by a Fund as well as the loss of any expected benefit of the transaction.  In addition, closing transactions can be made for OTC options only by negotiating directly with the counterparty or effecting a transaction in the secondary market (if any such market exists).  There can be no assurance that a Fund will in fact be able to close out an OTC option position at a favorable price prior to expiration.  In the event of insolvency of the counterparty, a Fund might be unable to close out an OTC option at any time prior to its expiration, if at all.

 

DOLLAR ROLLS.  In connection with their ability to purchase securities on a when-issued or forward commitment basis, the Funds may enter into “dollar rolls” in which a Fund sells securities for delivery in the current month and simultaneously contracts

 

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with the same counterparty to repurchase similar (same type, coupon and maturity) but not identical securities on a specified future date.  The Funds give up the right to receive principal and interest paid on the securities sold.  However, a Fund would benefit to the extent of any difference between the price received for the securities sold and the lower forward price for the future purchase plus any fee income received.  Unless such benefits exceed the income and capital appreciation that would have been realized on the securities sold as part of the dollar roll, the use of this technique will diminish the investment performance of the Fund compared with what such performance would have been without the use of dollar rolls.  The benefits derived from the use of dollar rolls may depend, among other things, upon the ability of the sub-adviser, as appropriate, to predict interest rates correctly.  There is no assurance that dollar rolls can be successfully employed.  In addition, the use of dollar rolls by a Fund while remaining substantially fully invested increases the amount of a Fund’s assets that are subject to market risk to an amount that is greater than such Fund’s net asset value, which could result in increased volatility of the price of such Fund’s shares.  Further, entering into dollar rolls involves potential risks that are different from those related to the securities underlying the transactions.  For example, if the counterparty becomes insolvent, a Fund’s right to purchase from the counterparty may be restricted.  Also, the value of the underlying security may change adversely before a Fund is able to purchase it, or a Fund may be required to purchase securities in connection with a dollar roll at a higher price than may be otherwise available on the open market.  Further, because the counterparty may deliver a similar, but not identical, security, a Fund may be required to buy a security under the dollar roll that may be of less value than an identical security would have been.

 

ETFs.  ETFs are registered investment companies that trade their shares on stock exchanges (such as the NYSE MKT LLC and the New York Stock Exchange) at market prices (rather than net asset value) and only are redeemable from the fund itself in large increments or in exchange for baskets of securities.  As an exchange traded security, an ETF’s shares are priced continuously and trade throughout the day.  ETFs may track a securities index, a particular market sector, a particular segment of a securities index or market sector, or they may be actively managed.  An investment in an ETF generally implicates the following risks:  (i) the same primary risks as an investment in a fund that is not exchange-traded that has the same investment objectives, strategies and polices of the ETF; (ii) the risk that the ETF may fail to accurately track the market segment or index that underlies its investment objective; (iii) price fluctuation, resulting in a loss to the Fund; (iv) the risk that an ETF may trade at a price that is lower than its net asset value; and (v) the risk that an active market for the ETF’s shares may not develop or be maintained.  Also, a Fund will indirectly pay a proportional share of the asset-based fees of the ETFs in which it invests.  ETFs are also subject to specific risks depending on the nature of the ETF, such as liquidity risk, sector risk and foreign and emerging market risk, as well as risks associated with fixed income securities, real estate investments and commodities.  An investment in an ETF presents the risk that the ETF may no longer meet the listing requirements of any applicable exchanges on which the ETF is listed.  Further, trading in an ETF may be halted if the trading in one or more of the securities held by an ETF is halted.  Although expense ratios for ETFs are generally low, frequent trading of ETFs by a Fund can generate brokerage expenses.

 

Generally, a Fund will not purchase securities of an investment company (which would include an ETF) if, as a result:  (1) more than 10% of the Fund’s total assets would be invested in securities of other investment companies; (2) such purchase would result in more than 3% of the total outstanding voting securities of any such investment company being held by the Fund; or (3) more than 5% of the Fund’s total assets would be invested in any one such investment company.  Many ETFs have obtained exemptive relief from the SEC to permit unaffiliated funds sponsored by other fund families to invest in the ETF’s shares beyond the above statutory limitations, subject to certain conditions and pursuant to a contractual arrangement between the ETFs and the investing fund.  The Funds may rely on these exemptive orders to invest in ETFs.

 

ETNs.  ETNs are a type of unsecured, unsubordinated debt security that have characteristics and risks similar to those of fixed-income securities and trade on a major exchange similar to shares of ETFs. Unlike other types of fixed income securities, however, the performance of ETNs is based upon that of a market index or other reference asset minus fees and expenses, no coupon payments are made and no principal protection exists.  The value of an ETN may be affected by time to maturity, level of supply and demand for the ETN, volatility and lack of liquidity in underlying commodities or securities markets, changes in the applicable interest rates, changes in the issuer’s credit rating and economic, legal, political or geographic events that affect the referenced commodity or security. A Fund’s ability to sell its ETN holdings also may be limited by the availability of a secondary market and a Fund may have to sell such holdings at a discount. ETNs also are subject to counterparty credit risk, fixed-income risk and tracking error risk (where the ETN’s performance may not match or correlate to that of its market index). ETNs also incur certain expenses not incurred by their applicable index.

 

EVENT RISK.  Event risk is the risk that corporate issuers may undergo restructurings, such as mergers, leveraged buyouts, takeovers or similar events financed by the issuer’s taking on additional debt.  As a result of the added debt, the credit quality and market value of a company’s bonds and/or other debt securities may decline significantly.

 

FIXED INCOME SECURITIES.  The Funds are permitted to invest in fixed income securities including, but not limited to:  (1) securities issued or guaranteed as to principal or interest by the U.S. Government, its agencies or instrumentalities; (2) non-convertible debt securities issued or guaranteed by U.S. corporations or other issuers (including foreign issuers); (3) asset-backed securities; (4) mortgage-related securities, including collateralized mortgage obligations (“CMOs”); (5) securities issued or guaranteed as to principal or interest by a foreign issuer, including supranational entities such as development banks, non-U.S. corporations, banks or bank holding companies or other foreign issuers; (6) commercial mortgage-backed securities; and (7) other capital securities issued or guaranteed by U.S. corporations or other issuers (including foreign issuers).

 

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FOREIGN INVESTMENTS

 

The Funds may invest in foreign issuers and borrowers, which include:  (1) companies organized outside of the United States, including in emerging market countries; (2) foreign sovereign governments and their agencies, authorities, instrumentalities and political subdivisions, including foreign states, provinces or municipalities; and (3) issuers and borrowers whose economic fortunes and risks are primarily linked with markets outside the United States.  These securities may be denominated or quoted in, or pay income in, U.S. dollars or in a foreign currency. Certain companies organized outside the United States may not be deemed to be foreign issuers or borrowers if the issuer’s or borrower’s economic fortunes and risks are primarily linked with U.S. markets.

 

Investing in securities of foreign issuers and loans to foreign borrowers involves considerations and potential risks not typically associated with investing in obligations issued by U.S. entities.  Less information may be available about foreign entities compared with U.S. entities.  For example, foreign issuers and borrowers generally are not subject to uniform accounting, auditing and financial reporting standards or to other regulatory practices and requirements comparable to those applicable to U.S. issuers and borrowers.  In addition, prices of foreign securities may fluctuate more than prices of securities traded in the United States.  Other potential foreign market risks include difficulties in pricing securities, defaults on foreign government securities, difficulties in enforcing favorable legal judgments in foreign courts and political and social conditions, such as diplomatic relations, confiscatory taxation, expropriation, limitation on the removal of funds or assets or imposition of (or change in) exchange control regulations.  Legal remedies available to investors in certain foreign countries may be less extensive than those available to investors in the United States or other foreign countries.  In addition, changes in government administrations or economic or monetary policies in the United States or abroad could result in appreciation or depreciation of portfolio securities.  Any of these actions could severely affect security prices, impair a Fund’s ability to purchase or sell foreign securities or transfer the Fund’s assets or income back into the United States, or otherwise adversely affect a Fund’s operations.

 

Currency Risk and Exchange Risk.  Because foreign securities generally are denominated and pay dividends or interest in foreign currencies, the value of a Fund that invests in foreign securities as measured in U.S. dollars will be affected by changes in exchange rates.  Generally, when the U.S. dollar rises in value against a foreign currency, a security denominated in that currency loses value because the currency is worth fewer U.S. dollars.  Conversely, when the U.S. dollar decreases in value against a foreign currency, a security denominated in that currency gains value because the currency is worth more U.S. dollars.  This risk, generally known as “currency risk,” means that a stronger U.S. dollar will reduce returns for U.S. investors while a weak U.S. dollar will increase those returns.  Moreover, transaction costs are incurred in connection with conversions between currencies.

 

Linked Notes.  A Fund may invest in debt exchangeable for common stock, debt, currency or equity linked notes and similar linked securities (e.g., zero-strike warrants) (“LNs”), which are derivative securities, typically issued by a financial institution or special purpose entity, the performance of which depends on the performance of a corresponding foreign security or index.  Upon redemption or maturity, the principal amount or redemption amount is payable based on the price level of the linked security or index at the time of redemption or maturity, or is exchanged for corresponding shares of common stock.  LNs are generally subject to the same risks as direct holdings of securities of foreign issuers and non-dollar securities, including currency risk and the risk that the amount payable at maturity or redemption will be less than the principal amount of a note because the price of the linked security or index has declined.  LNs are also subject to counterparty risk, which is the risk that the company issuing the LN may fail to pay the full amount due at maturity or redemption.  A Fund may also have difficulty disposing of LNs because there may be restrictions on redemptions and there may be no market or only a thin trading market in such securities.

 

Settlement Risk.  Settlement and clearance procedures in certain foreign markets differ significantly from those in the United States.  Foreign settlement procedures and trade regulations may involve certain risks (such as delays in payment for or delivery of securities) not typically generated in the settlement of U.S. investments.  Settlements in certain foreign countries at times have not kept pace with the number of securities transactions being undertaken; these problems may make it difficult for a Fund to carry out transactions.  If a Fund cannot settle or is delayed in settling a purchase of securities, it may miss attractive investment opportunities and certain of its assets may remain uninvested with no return earned thereon for some period.  There may also be the danger that, because of uncertainties in the operation of settlement systems in individual markets, competing claims may arise in respect of securities held by or to be transferred to a Fund.  Further, compensation schemes may be non-existent, limited or inadequate to meet a Fund’s claims in any of these events.  In connection with any of these events, and other similar circumstances, a Fund may experience losses because of failures of or defects in settlement systems.

 

GOVERNMENT INTERVENTION IN FINANCIAL MARKETS.  During the recent global financial crisis, instability in the financial markets led the U.S. Government to take a number of unprecedented actions designed to support certain financial institutions and segments of the financial markets that experienced extreme volatility and, in some cases, a lack of liquidity.  Federal, state, and other governments, their regulatory agencies or self regulatory organizations may in the future take actions that affect the regulation of the instruments in which a Fund invests, or the issuers of such instruments, in ways that are unforeseeable.  Legislation or regulation may also change the way in which the Funds themselves are regulated.  In particular, the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank Act”) provides for widespread regulation of financial institutions, consumer financial products and services, broker-dealers, over-the-counter derivatives, investment advisers, credit rating agencies and mortgage lending, which expands federal oversight in the financial sector and may affect the investment management industry as a whole.  The Dodd-Frank Act leaves many issues to be resolved by regulatory studies and rulemakings, and in some cases further remedial legislation, by deferring their resolution to a future date.  This legislation, as well as additional legislation and

 

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regulatory changes that may be enacted in the future, could change the fund industry as a whole and limit or preclude a Fund’s ability to achieve its investment objective.

 

Governments or their agencies may also acquire distressed assets from financial institutions and acquire ownership interests in those institutions.  The implications of government ownership and disposition of these assets are unclear, and such programs may have positive or negative effects on the liquidity, valuation and performance of a Fund’s portfolio holdings.  Furthermore, volatile financial markets can expose the Funds to greater market and liquidity risk and potential difficulty in valuing portfolio instruments held by the Funds.  The Funds have established procedures to assess the liquidity of portfolio holdings and to value instruments for which market prices may not be readily available.  HFMC and the sub-adviser will monitor developments and seek to manage the Funds in a manner consistent with achieving each Fund’s investment objective, but there can be no assurance that they will be successful in doing so.

 

HEALTHCARE-RELATED SECURITIES RISK.  Many healthcare-related companies are smaller and less seasoned than companies in other sectors.  Healthcare-related companies may also be strongly affected by scientific or technological developments, and their products may quickly become obsolete.  Further, many healthcare-related companies offer products and services that are subject to governmental regulation and may be adversely affected by changes in governmental policies or laws.  A number of legislative proposals concerning healthcare have been introduced, considered or adopted by the U.S. Congress in recent years.  These span a wide range of topics, including cost control, national health insurance, incentives for compensation in the provision of health care services, tax incentives and penalties related to health care insurance premiums, and the promotion of prepaid healthcare plans.  A Fund cannot predict what proposals will be enacted or what effect they may have on healthcare-related companies.

 

HIGH YIELD SECURITIES (“JUNK BONDS”).  Any security or loan with a long-term credit rating of “Ba” or lower by Moody’s, “BB” or lower by S&P or “BB” or lower by Fitch, as well as any security or loan that is unrated but determined by the sub-adviser to be of comparable quality, is below investment grade.

 

Securities and bank loans rated below investment grade are commonly referred to as “high yield-high risk debt securities,” “junk bonds,” “leveraged loans” or “emerging market debt,” as the case may be.  Each rating category has within it different gradations or sub-categories.  For instance the “Ba” rating for Moody’s includes “Ba3”, “Ba2” and “Ba1”.  Likewise the S&P and Fitch rating category of “BB” includes “BB+”, “BB” and “BB-”.  If a Fund is authorized to invest in a certain rating category, the Fund is also permitted to invest in any of the sub-categories or gradations within that rating category.  Descriptions of the debt securities and bank loans ratings system, including the speculative characteristics attributable to each ratings category, are set forth in Appendix A to this SAI.

 

Although junk bonds generally pay higher rates of interest than investment grade bonds, junk bonds are high risk investments that may cause income and principal losses for a Fund.  Junk bonds may be issued by less creditworthy issuers.  Issuers of junk bonds may have a larger amount of outstanding debt relative to their assets than issuers of investment grade bonds.  In the event of an issuer’s bankruptcy, claims of other creditors may have priority over the claims of junk bond holders, leaving few or no assets available to repay junk bond holders.  Junk bonds are also subject to extreme price fluctuations.  Adverse changes in an issuer’s industry and general economic conditions may have a greater impact on the prices of junk bonds than on other higher rated fixed income securities.  Further, issuers of junk bonds may be unable to meet their interest or principal payment obligations because of an economic downturn, specific issuer developments or the unavailability of additional financing.

 

In addition, junk bonds frequently have redemption features that permit an issuer to repurchase the security before it matures.  If an issuer redeems junk bonds owned by a Fund, the Fund may have to invest the proceeds in bonds with lower yields and may lose income.  Junk bonds may also be less liquid than higher rated fixed income securities, even under normal economic conditions.  Moreover, there are relatively few dealers in the junk bond market, and there may be significant differences among these dealers’ price quotes.  Because they are less liquid, judgment may play a greater role in valuing these securities than is the case with securities that trade in a more liquid market.

 

A Fund may incur expenses to the extent necessary to seek recovery upon default or to negotiate new terms with a defaulting issuer.  The credit rating of a junk bond does not necessarily take into account its market value risk.  Ratings and market value may change from time to time, positively or negatively, to reflect new developments regarding the issuer.  These securities and bank loans generally entail greater risk (including the possibility of default or bankruptcy of the issuer), involve greater volatility of price and risk to principal and income and may be less liquid than securities and bank loans in higher rating categories.  Securities and bank loans in the highest category below investment grade are considered to be of poor standing and predominantly speculative with respect to the issuer’s capacity to pay interest and repay principal in accordance with the terms of the obligations.  As such, these investments often have reduced values that, in turn, negatively impact the value of the Fund’s shares.  If a security or bank loan is downgraded to a rating category that does not qualify for investment, the sub-adviser will use its discretion on whether to hold or sell based upon its opinion on the best method to maximize value for shareholders over the long term.

 

ILLIQUID INVESTMENTS.  Each Fund is permitted to invest in illiquid securities or other illiquid investments in an amount up to 15% of its net assets (10% for Inflation Plus Fund).  Illiquid investments are ones that may not be sold or disposed of in the ordinary course of business within seven days at approximately the price used for such investments in the determination of a Fund’s net asset value.  A Fund may not be able to sell illiquid securities or other investments when the sub-adviser considers it desirable to do so or may have to sell such securities or other investments at a price that is lower than the price that could be

 

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obtained if the securities or other investments were more liquid.  Illiquid securities also may be more difficult to value due to the lack of reliable market quotations for such securities or investments, and investments in them may have an adverse impact on a Fund’s net asset value.

 

Securities and other investments purchased by a Fund that are liquid at the time of purchase may subsequently become illiquid due to events relating to the issuer of the security, market events, economic conditions or investor perceptions.  Domestic and foreign markets are becoming more and more complex and interrelated such that events in one sector of the market or the economy, or in one geographical region, can reverberate and have negative consequences for other market, economic or regional sectors in a manner that may not be reasonably foreseen.  With respect to over-the-counter (“OTC”) securities, the continued viability of any OTC secondary market depends on the continued willingness of dealers and other participants to purchase the securities.

 

If one or more instruments in a Fund’s portfolio become illiquid, the Fund may exceed its limit on illiquid instruments.  If this occurs, the Fund must take steps to bring the aggregate amount of illiquid instruments back within the prescribed limitations as soon as reasonably practicable.  However, this requirement will not force a Fund to liquidate any portfolio instrument where the Fund would suffer a loss on the sale of that instrument.

 

Where no clear indication of the value of a particular investment is available, the investment will be valued at its fair value according to the valuation procedures approved by the Board of Directors.  These cases include, among others, situations where the secondary markets on which a security has previously been traded are no longer viable for lack of liquidity.  The value of illiquid securities may reflect a discount, which may be significant, from the market price of comparable securities for which a liquid market exists and thus negatively affect a Fund’s net asset value.

 

Under interpretations of the SEC Staff, the following types of investments in which a Fund may invest are considered illiquid:  (i) repurchase agreements maturing in more than seven days; (ii) certain restricted securities (securities whose public resale is subject to legal or contractual restrictions); (iii) option contracts with respect to specific securities, that are not traded on a national securities exchange and not readily marketable; and (iv) any other securities or investments in which a Fund may invest that are not readily marketable.

 

INFLATION PROTECTED DEBT SECURITIES. The Funds may invest in inflation-protected debt securities, which are fixed income securities whose principal value is periodically adjusted according to the rate of inflation.  Two structures are common.  The U.S. Treasury and some other issuers use a structure that accrues inflation into the principal value of the security.  Most other issuers pay out the inflation accruals as part of a semiannual coupon.

 

The value of inflation protected securities generally fluctuates in response to changes in real interest rates, which are in turn tied to the relationship between nominal (or stated) interest rates and the rate of inflation.  Therefore, if inflation were to rise at a faster rate than nominal interest rates, real interest rates might decline, leading to an increase in the price of an inflation-protected debt security.  In contrast, if nominal interest rates increased at a faster rate than inflation, real interest rates might rise, leading to a decrease in the price of an inflation protected debt security.

 

Interest payments on inflation protected debt securities will fluctuate as the principal and/or interest is adjusted for inflation and can be unpredictable.  The U.S. Treasury only began issuing TIPS in 1997, and corporations began issuing corporate inflation protected securities (“CIPS”) even more recently.  As a result, the market for such securities may be less developed or liquid, and more volatile, than certain other securities markets.  Although corporate inflation protected securities with different maturities may be issued in the future, the U.S. Treasury currently issues TIPS in five-year, ten-year and twenty-year maturities, and CIPS are currently issued in five-year, seven-year and ten-year maturities.  Repayment of the original security principal upon maturity (as adjusted for inflation) is generally guaranteed in the case of TIPS, even during a period of deflation.  However, the current market value of the securities is not guaranteed and will fluctuate.  Other inflation related securities, such as CIPS, may not provide a similar guarantee.  If a guarantee of principal is not provided, the adjusted principal value of the security repaid at maturity may be less than the original principal.

 

While these securities are expected to be protected from long-term inflationary trends, short-term increases in inflation may lead to declines in value.  If interest rates rise due to reasons other than inflation (for example, due to changes in currency exchange rates), investors in these securities may not be protected to the extent that the increase is not reflected in the security’s inflation measure.

 

The periodic adjustment of U.S. inflation-protected debt securities is tied to the Consumer Price Index for Urban Consumers (“CPI-U”), which is calculated monthly by the U.S. Bureau of Labor Statistics.  The CPI-U is an index of changes in the cost of living, made up of components such as housing, food, transportation and energy.  Inflation-protected debt securities issued by a foreign government are generally adjusted to reflect a comparable inflation index calculated by that government.  There can be no assurance that the CPI-U or any foreign inflation index will accurately measure the real rate of inflation in the prices of goods and services.  Moreover, there can be no assurance that the rate of inflation in a foreign country will be correlated to the rate of inflation in the United States.

 

Any increase in the principal amount of an inflation-protected debt security will be considered taxable ordinary income, even though investors do not receive their principal until maturity.

 

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INITIAL PUBLIC OFFERINGS.  The prices of securities purchased in initial public offerings (“IPOs”) can be very volatile and/or decline shortly after the IPO.  Securities issued in IPOs have no trading history, and information about the issuing companies may be available for only very limited periods.  The effect of IPOs on a Fund’s performance depends on a variety of factors, including the number of IPOs the Fund invests in relative to the size of the Fund and whether and to what extent a security purchased in an IPO appreciates and depreciates in value.

 

INTEREST RATE RISK.  Interest rate risk is the possibility an investment may go down in value when interest rates rise because when interest rates rise, the prices of bonds and fixed rate loans fall.  Generally, the longer the maturity of a bond or fixed rate loan, the more sensitive it is to this risk.  A variety of factors can cause interest rates to rise, including central bank monetary policies and inflation rates.  Falling interest rates also create the potential for a decline in a Fund’s income.  Interest rates in the United States have recently been at, or near, historic lows.  This may increase a Fund’s exposure to risks associated with rising rates, which may be particularly relevant for a Fund under current economic conditions, especially if the Federal Reserve Board continues its policy of tapering quantitative easing. Moreover, rising interest rates may lead to decreased liquidity in the bond markets, making it more difficult for a Fund to value or sell some or all of its bond holdings at any given time.

 

INVERSE FLOATING RATE SECURITIES.  Inverse floating rate securities, also called inverse floaters or residual interest bonds, are variable-rate securities whose coupon changes in a direction opposite from that of a specified interest rate.  Generally, income on inverse floaters decreases when interest rates rise and increases when interest rates fall.  Inverse floaters can have the effect of providing a degree of investment leverage because they may increase or decrease in value in response to changes (e.g., changes in market interest rates) at a rate that is a multiple of the rate at which fixed-rate securities increase or decrease in response to the same changes.  Therefore, the market values of such securities are generally more volatile than the market values of fixed-rate securities (especially during periods when interest rates are fluctuating).  A Fund could lose money and its net asset value could decline if movements in interest rates are incorrectly anticipated.  Moreover, the markets for this type of security may be less developed and less liquid than the markets for traditional municipal securities.

 

The Funds may invest in municipal inverse floaters, which are a type of inverse floater in which a municipal bond is deposited with a special purpose vehicle (SPV), which issues, in return, the municipal inverse floater (which is comprised of a residual interest in the cash flows and assets of the SPV) plus proceeds from the issuance by the SPV of floating rate certificates to third parties.  This type of municipal inverse floater generally includes the right to “unwind” the transaction by (1) causing the holders of the floating rate certificates to tender their certificates at par and (2) returning the municipal inverse floater to the SPV in exchange for the original municipal bond.  If the holder of the inverse floater exercises this right, it would pay the par amount due on the floating rate certificates and exchange the municipal inverse floater for the underlying municipal bond.  The SPV may also be terminated for other reasons (as defined in its operative documents), such as a downgrade in the credit rating of the underlying municipal bond, a payment failure by or the bankruptcy of the issuer of the underlying municipal bond, the inability to remarket floating rate certificates or the SPV’s failure to obtain renewal of the liquidity agreement relating to the floating rate certificates.  In the event of such a termination, an investor, such as a Fund, shall have the option but not the obligation to effect the economic equivalent of an “unwind” of the transaction.  The holder of a municipal inverse floater generally bears all of the investment risk associated with the underlying bond.

 

Inverse floating rate securities are subject to the risks inherent in derivative instruments.  See “Derivative Instruments” herein.

 

INVESTMENT GRADE SECURITIES. The Funds are permitted to invest in debt securities rated within the four highest rating categories (e.g., “Aaa”, “Aa”, “A” or “Baa” by Moody’s Investors Service, Inc. (“Moody’s”), “AAA”, “AA”, “A” or “BBB” by Standard and Poor’s Corporation (“S&P”) or “AAA”, “AA”, “A” or “BBB” by Fitch, Inc. (“Fitch”)) (or, if unrated, securities of comparable quality as determined by the sub-adviser) (see Appendix A to this SAI for a description of applicable securities ratings).  These securities are generally referred to as “investment grade securities.” Each rating category has within it different gradations or sub-categories.  If a Fund is authorized to invest in a certain rating category, the Fund is also permitted to invest in any of the sub-categories or gradations within that rating category.  If a security is downgraded to a rating category that does not qualify for investment, the sub-adviser will use its discretion on whether to hold or sell based upon its opinion on the best method to maximize value for shareholders over the long term.  Debt securities carrying the fourth highest rating (e.g., “Baa” by Moody’s, “BBB” by S&P and “BBB” by Fitch) and unrated securities of comparable quality (as determined by the sub-adviser) are considered to have speculative characteristics with respect to the issuer’s continuing ability to meet principal and interest payments, involve a higher degree of risk and are more sensitive to economic change than higher rated securities.

 

INVESTMENT STRATEGY RISK.  Investment strategy risk is the risk that, if the sub-adviser’s investment strategy does not perform as expected, a Fund could underperform its peers or lose money.  There is no guarantee that a Fund’s investment objective will be achieved.

 

LENDING PORTFOLIO SECURITIES.  Subject to its investment restrictions set forth under “Investment Objectives and Policies”, and subject to the Board’s approval, each Fund may from time to time lend portfolio securities to broker-dealers and other institutions as a means of earning additional income.  If a Fund security is on loan, under the lending agreement, the borrower is required to deposit cash or liquid securities as collateral at least equal to 100% of the market value of the loaned securities; cash collateral is invested for the benefit of the Fund by the Fund’s lending agent pursuant to collateral investment

 

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guidelines, which must be approved by the Board.  The borrower is also required to pay the Fund any dividends or distributions accruing on the loaned securities.

 

A Fund does not have the right to vote proxies for securities that are on loan, but in order to vote the proxies it may recall loaned securities.  The Board has in the past and may in the future approve guidelines that define circumstances (generally, those that may have a material effect on the Fund’s investment) under which a Fund security should be restricted from lending (or recalled from lending) so that its proxies can be voted.  The Fund’s right to recall loaned securities for purposes of voting proxies may not be exercised if, for example, the Board-approved guidelines did not require the security to be restricted from lending or recalled, or if it is determined to be in the best interests of the Fund not to restrict or recall the security in order instead to earn additional income on the loan.  For more information about proxy voting policies and instances in which a Fund’s sub-adviser may choose not to vote proxies, see “Proxy Voting Policies and Procedures” below.

 

A Fund is subject to certain risks while its securities are on loan, including the following:  (i) the risk that the borrower defaults on the loan and the collateral is inadequate to cover the Fund’s loss; (ii) the risk that the earnings on the collateral invested are not sufficient to pay fees incurred in connection with the loan; (iii) the risk that the principal value of the collateral invested may decline;  (iv) the risk that the borrower may use the loaned securities to cover a short sale, which may in turn place downward pressure on the market prices of the loaned securities; (v) the risk that return of loaned securities could be delayed and interfere with portfolio management decisions; and (vi) the risk that any efforts to recall the securities for purposes of voting may not be effective.

 

LIQUIDATION OF FUNDS.  The Board may determine to close and liquidate a Fund at any time.  In the event of the liquidation of a Fund, shareholders will receive a liquidating distribution in cash or in-kind equal to their proportionate interest in the Fund.  A liquidating distribution will generally be a taxable event for shareholders and, depending on a shareholder’s basis in his or her Fund shares, may result in the recognition of a gain or loss for tax purposes.

 

MARKET RISK.  Market risk is the risk that one or more markets in which a Fund invests will go down in value, including the possibility that such markets will go down sharply and unpredictably.  Securities may decline in value due to the activities and financial prospects of individual companies or to general market and economic movements and trends, including adverse changes to credit markets.

 

MONEY MARKET INSTRUMENTS AND TEMPORARY INVESTMENT STRATEGIES. Each Fund may hold cash and invest in money market instruments at any time. Each Fund may invest some or all of its assets in cash, high quality money market instruments and shares of money market investment companies for temporary defensive purposes in response to adverse market, economic or political conditions when its sub-adviser, subject to the overall supervision of HFMC, deems it appropriate or in the case of the Checks and Balances Fund and the Growth Allocation Fund, HFMC deems it appropriate.

 

Money market instruments include, but are not limited to: (1) banker’s acceptances; (2) obligations of governments (whether U.S. or foreign) and their agencies and instrumentalities; (3) short-term corporate obligations, including commercial paper, notes, and bonds; (4) other short-term debt obligations; (5) obligations of U.S. banks, foreign branches of U.S. banks (Eurodollars), U.S. branches and agencies of foreign banks (Yankee dollars) and foreign branches of foreign banks; (6) asset-backed securities; and (7) repurchase agreements.  Each Fund may also invest in registered money market funds that invest in money market instruments, as permitted by regulations adopted under the 1940 Act.  A Fund’s ability to redeem shares of a money market fund may be impacted by recent regulatory changes relating to money market funds which permit the potential imposition of liquidity fees and redemption gates under certain circumstances.

 

MORTGAGE-RELATED SECURITIES.  The mortgage-related securities in which the Funds may invest include interests in pools of mortgage loans made by lenders such as savings and loan institutions, mortgage bankers, commercial banks, various governmental, government-related and private organizations and others.  The Funds may also invest in similar mortgage-related securities that provide funds for multi-family residences or commercial real estate properties.

 

Mortgage-related securities are subject to certain unique risks.  Generally, rising interest rates tend to extend the duration of fixed rate mortgage-backed securities, making them more sensitive to changes in interest rates.  As a result, in a period of rising interest rates, if a Fund holds mortgage-backed securities, it may exhibit additional volatility.  This is known as “extension risk.”  In addition, adjustable and fixed rate mortgage-backed securities are subject to “prepayment risk.”  When interest rates decline, borrowers may pay off their mortgages sooner than expected.  This can reduce the returns of a Fund because the Fund may have to reinvest that money at lower prevailing interest rates.  Mortgage-related securities are also subject to the risk that the underlying loans may not be repaid.  The value of mortgage-related securities can also be significantly affected by the market’s perception of the issuers and the creditworthiness of the parties involved.

 

The yield characteristics of mortgage securities differ from those of traditional debt securities.  Among the major differences are that interest and principal payments are made more frequently on mortgage securities, usually monthly, and that principal may be prepaid at any time.  The risks associated with prepayment and the rate at which prepayment may occur are influenced by a variety of economic, geographic, demographic, social and other factors including interest rate levels, changes in housing needs, net equity built by mortgagors in the mortgaged properties, job transfers and unemployment rates.

 

Mortgage securities differ from conventional bonds in that principal is paid back over the life of the mortgage securities rather than at maturity.  As a result, the holder of the mortgage securities (e.g., a Fund) receives monthly scheduled payments of

 

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principal and interest, and may receive unscheduled principal payments representing prepayments on the underlying mortgages.  When the holder reinvests the payments and any unscheduled prepayments of principal it receives, it may receive a rate of interest which is lower than the rate on the existing mortgage securities.  For this reason, mortgage securities are less effective than other types of U.S. Government securities as a means of “locking in” long-term interest rates.

 

Mortgage-related securities may be composed of one or more classes and may be structured either as pass-through securities or collateralized debt obligations.  Multiple-class mortgage-related securities are referred to herein as “CMOs.” Some CMOs are directly supported by other CMOs, which in turn are supported by mortgage pools.  Investors typically receive payments out of the interest and principal on the underlying mortgages, which payments and the priority thereof are determined by the specific terms of the CMO class.  CMOs involve special risks, and evaluating them requires special knowledge.

 

CMO classes may be specially structured in a manner that provides any of a wide variety of investment characteristics, such as yield, effective maturity and interest rate sensitivity.  As market conditions change, however, and particularly during periods of rapid or unanticipated changes in market interest rates, any given CMO structure may react differently from the way anticipated and thus affect the Fund’s portfolio in different, and possibly negative, ways.  Market changes may also result in increased volatility in market values and reduced liquidity.

 

Certain classes of CMOs and other mortgage-related securities are structured in a manner that makes them extremely sensitive to changes in prepayment rates, such as interest-only (“IO”) and principal-only (“PO”) classes.  IOs are entitled to receive all or a portion of the interest, but none (or only a nominal amount) of the principal payments, from the underlying mortgage assets.  If the mortgage assets underlying an IO experience greater than anticipated principal prepayments, then the total amount of interest payments allocable to the IO class, and therefore the yield to investors, generally will be reduced.  In some instances, an investor in an IO may fail to recoup all of his or her initial investment, even if the security is government issued or guaranteed or rated AAA or the equivalent.  Conversely, PO classes are entitled to receive all or a portion of the principal payments, but none of the interest, from the underlying mortgage assets.  PO classes are purchased at substantial discounts from par, and the yield to investors will be reduced if principal payments are slower than expected. Inverse floating rate CMOs, which pay interest at a rate that decreases when a specified index of market rates increases (and vice versa), also may be extremely volatile.  If the Funds purchase mortgage-backed securities that are “subordinated” to other interests in the same mortgage pool, the Fund may only receive payments after the pool’s obligations to other investors have been satisfied.  For example, an unexpectedly high rate of defaults on the mortgages held by a mortgage pool may limit substantially the pool’s ability to make payments of principal or interest to holders of the securities, which would thus reduce the values of the securities or in some cases render them worthless. The Funds may invest in mortgage-backed securities issued by the U.S. Government.  See “U.S. Government Securities Risk” below.  To the extent a Fund invests in mortgage-backed securities offered by non-governmental issuers, such as commercial banks, savings and loan institutions, private mortgage insurance companies, mortgage bankers and other secondary market issuers, the Fund may be subject to additional risks.  Timely payment of interest and principal of non-governmental issuers are supported by various forms of private insurance or guarantees, including individual loan, title, pool and hazard insurance purchased by the issuer.  There can be no assurance that the private insurers can meet their obligations under the policies.  An unexpectedly high rate of defaults on the mortgages held by a mortgage pool may adversely affect the value of a mortgage-backed security and could result in losses to a Fund.  The risk of such defaults is generally higher in the case of mortgage pools that include subprime mortgages.  Subprime mortgages refer to loans made to borrowers with weakened credit histories or with a lower capacity to make timely payments on their mortgages.

 

MUNICIPAL SECURITIES. Municipal securities primarily include debt obligations of the states and their agencies, universities, boards, authorities and political subdivisions (e.g., cities, towns, counties, school districts, authorities and commissions), which are issued to obtain funds for public purposes, including the construction or improvement of a range of public facilities such as airports, bridges, highways, hospitals, housing, jails, mass transportation, nursing homes, parks, public buildings, recreational facilities, school facilities, streets and water and sewer works.  Municipal securities may also be issued for other public purposes such as  the refunding of outstanding obligations, the anticipation of taxes or state aids, the payment of judgments, the funding of student loans, community redevelopment, district heating, the purchase of street maintenance and firefighting equipment or any authorized corporate purpose of the issuer, except for the payment of current expenses.  Certain types of industrial development (or private activity) bonds may be issued by or on behalf of public corporations to finance privately operated housing facilities, air or water pollution control facilities and certain local facilities for water supply, gas, electricity or sewage or solid waste disposal.  In addition, structured securities, such as tobacco bonds, may be issued by municipal entities to securitize future payment streams.  Such obligations are included within the term municipal securities if the interest payable thereon is, in the opinion of bond counsel, exempt from federal income taxation (but, note that municipal securities may include securities that pay interest income subject to the Alternative Minimum Tax).

 

The two principal classifications of municipal securities are general obligation bonds and limited obligation (or revenue) bonds.  General obligation bonds are obligations payable from the issuer’s general unrestricted revenues and not from any particular fund or revenue source.  The characteristics and methods of enforcement of general obligation bonds vary according to the laws applicable to the particular issuer.  Limited obligation bonds are payable only from the revenues derived from a particular facility or class of facilities or, in some cases, from the proceeds of a specific revenue source, such as the user of the facility.  Industrial development bonds are in most cases limited obligation bonds payable solely from specific revenues, pledged to payment of the bonds, of the project to be financed.  The credit quality of industrial development bonds is usually directly related to the credit standing of the user of the facilities (or the credit standing of a third-party guarantor or other credit enhancement

 

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participant, if any).  There are, of course, variations in the quality of municipal securities, both within a particular classification and between classifications, depending on various factors (see Appendix A of this SAI).  The yields on municipal securities are dependent on a variety of factors, including general money market conditions, the financial condition of the issuer, general conditions of the municipal securities market, the size of the particular offering, the maturity of the obligation and the rating of the issue.  The ratings of the various rating agencies represent their opinions as to the quality of the municipal securities which they undertake to rate.  However, the ratings are general, not absolute, standards of quality.  Consequently, municipal securities of the same maturity, interest rate and rating may have different yields, while municipal securities of the same maturity and interest rate with different ratings may have the same yield.

 

Municipal securities risks include the ability of the issuer to repay the obligation, the relative lack of information about certain issuers of municipal securities and the possibility of future legislative changes that could affect the market for and value of municipal securities.  These risks also include:

 

General Obligation Bonds Risk — The full faith, credit and taxing power of the municipality that issues a general obligation bond secures payment of interest and repayment of principal.  Timely payments depend on the issuer’s credit quality, ability to raise tax revenues and ability to maintain an adequate tax base.

 

Revenue (or Limited Obligation) Bonds Risk — Payments of interest and principal on revenue bonds are made only from the revenues generated by a particular facility, class of facilities or the proceeds of a special tax or other revenue source.  These payments depend on the money earned by the particular facility or class of facilities, or the amount of revenues derived from another source.

 

Private Activity (or Industrial Development) Bonds Risk — Municipalities and other public authorities issue private activity bonds to finance development of industrial facilities for use by a private enterprise.  The private enterprise pays the principal and interest on the bond, and the issuer does not pledge its full faith, credit and taxing power for repayment.  If the private enterprise defaults on its payments, the Fund may not receive any income or get its money back from the investment.

 

Moral Obligation Bonds Risk — Moral obligation bonds are generally issued by special purpose public authorities of a state or municipality.  If the issuer is unable to meet its obligations, repayment of these bonds becomes a moral commitment, but not a legal obligation, of the state or municipality.

 

Municipal Notes Risk — Municipal notes are shorter term municipal debt obligations.  They may provide interim financing in anticipation of, and are secured by, tax collection, bond sales or revenue receipts.  If there is a shortfall in the anticipated proceeds, the notes may not be fully repaid and a Fund may lose money.

 

Municipal Bankruptcy Risk — The City of Detroit filed for federal bankruptcy protection on July 18, 2013. The bankruptcy of large cities such as Detroit is relatively rare, making the consequences of such bankruptcy filings difficult to predict. Accordingly, it is unclear what impact a large city’s bankruptcy filing would have on the city’s outstanding obligations or on the obligations of other municipal issuers in that state. It is possible that the city could default on, restructure or otherwise avoid some or all of these obligations, which may negatively affect the marketability, liquidity and value of securities issued by the city and other municipalities in that state. For Funds that may hold securities that are affected by a city’s bankruptcy filing, a Fund’s investments in those securities may lose value, which could cause the Fund’s performance to decline.

 

Municipal Lease Obligations Risks — In a municipal lease obligation, the issuer agrees to make payments when due on the lease obligation.  The issuer will generally appropriate municipal funds for that purpose, but is not obligated to do so.  Although the issuer does not pledge its unlimited taxing power for payment of the lease obligation, the lease obligation is secured by the leased property.  However, if the issuer does not fulfill its payment obligation it may be difficult to sell the property and the proceeds of a sale may not cover a Fund’s loss.

 

As a fundamental policy, the Funds will not invest more than 25% of their total assets in limited obligation bonds payable only from revenues derived from facilities or projects within a single industry.  For purposes of this restriction, utility companies, gas, electric, water and telephone companies will be considered separate industries.  Also, municipal bonds refunded with U.S. Government securities will be treated as investments in U.S. Government securities, and are not subject to this 25% fundamental policy or the 5% diversification requirement of the 1940 Act.

 

For the purpose of diversification under the 1940 Act, identifying the issuer of a municipal security depends on the terms of the security.  If a state or a political subdivision of such state pledges its full faith and credit to payment of a security, the state or the political subdivision will be deemed the sole issuer of the security.  If the security is backed only by the assets and revenues of an agency, authority or instrumentality of the state or a political subdivision, but not by the state or political subdivision itself, such agency, authority or instrumentality will be deemed to be the sole issuer.  Similarly, if the security is backed only by revenues of an enterprise or specific projects of the state, a political subdivision or agency, authority or instrumentality (e.g., utility revenue bonds), and the full faith and credit of the governmental unit is not pledged to the payment thereof, such enterprise or projects will be deemed the sole issuer.  In the case of an industrial development bond, if the bond is backed only by certain revenues to be received from the non-governmental user of the project financed by the bond, such non-governmental user will be deemed to be the sole issuer.  If, however, in any of the above cases, the state, the political subdivision or some other entity guarantees a security, and the value of all securities issued or guaranteed by the guarantor and owned by a Fund exceeds 10% of the value of the Fund’s total assets, the guarantee will be considered a separate security and will be treated as an issue of the guarantor.

 

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Municipal bonds are traded in the “over-the-counter” market among dealers and other large institutional investors, which, together with the broader fixed-income markets, began in the latter months of 2008 to experience increased volatility and decreased liquidity in response to challenging economic conditions and credit tightening.  If market liquidity decreases, a Fund may not be able to sell bonds readily at prices reflecting the values at which the bonds are carried on the Fund’s books.

 

NEW FUND RISK.  There can be no assurance that a new Fund will grow to an economically viable size, in which case the Fund may cease operations. In such an event, investors may be required to liquidate or transfer their investments at an inopportune time.

 

OPERATIONAL RISKS.  An investment in a Fund, like any fund, can involve operational risks arising from factors such as processing errors, inadequate or failed processes, failure in systems and technology, changes in personnel and errors caused by third-party service providers.  While the Funds seek to minimize such events through controls and oversight, there may still be failures that could causes losses to a Fund.  In addition, as the use of technology increases, a Fund may be more susceptible to operational risks through breaches in cyber security.  A breach in cyber security refers to both intentional and unintentional events that may cause a Fund to lose proprietary information, suffer data corruption, or operational capacity.  As a result, a Fund may incur regulatory penalties, reputational damage, additional compliance costs associated with corrected measures and/or financial loss.  In addition, cyber security breaches of a Fund’s third party service providers or issuers in which a Fund invests may also subject a Fund to many of the same risks associated with direct cyber security breaches.

 

OTHER CAPITAL SECURITIES.  Other capital securities encompass a group of instruments referred to in capital markets as “Hybrids,” “Tier I and Tier 2” and “TRUPS.” These securities give issuers flexibility in managing their capital structure.  The features associated with these securities are predominately debt like in that they have coupons, pay interest and in most cases have a final stated maturity.  There are certain features that give the companies flexibility not commonly found in fixed income securities, which include, but are not limited to, deferral of interest payments under certain conditions and subordination to debt securities in the event of default.  The deferral of interest payments, even for an extended period of time, is generally not an event of default, and the ability of the holders of such instruments to accelerate payment is generally more limited than with other debt securities.

 

OTHER INVESTMENT COMPANIES.  The Funds are permitted to invest in other Hartford Funds and/or investment companies sponsored by other fund families (including investment companies that may not be registered under the 1940 Act) such as holding company depository receipts (“HOLDRs”) and ETFs.  Securities in certain countries are currently accessible to the Funds only through such investments.  Investment in other investment companies is limited in amount by the 1940 Act, and will involve the indirect payment by the Funds of a portion of the expenses, including advisory fees, of such other investment companies.

 

These investments are subject to limitations prescribed by the 1940 Act, the rules thereunder and applicable SEC staff interpretations thereof, or applicable exemptive relief granted by the SEC.  Generally, a Fund will not purchase securities of an investment company if, as a result:  (1) more than 10% of the Fund’s total assets would be invested in securities of other investment companies; (2) such purchase would result in more than 3% of the total outstanding voting securities of any such investment company being held by the Fund; or (3) more than 5% of the Fund’s total assets would be invested in any one such investment company.

 

PREFERRED STOCK RISK.  The prices and yields of nonconvertible preferred stocks generally move with changes in interest rates and the issuer’s credit quality, similar to debt securities.  The value of convertible preferred stocks varies in response to many factors, including, for example, the value of the underlying equity securities, general market and economic conditions and convertible market valuations, as well as changes in interest rates, credit spreads and the credit quality of the issuer.

 

REAL ESTATE RELATED SECURITIES RISKS.  The main risk of real estate related securities is that the value of the underlying real estate may go down.  Many factors may affect real estate values, including the general and local economies, the amount of new construction in a particular area, the laws and regulations (including zoning and tax laws) affecting real estate and the costs of owning, maintaining and improving real estate.  The availability of mortgages and changes in interest rates may also affect real estate values.  Further, the real estate industry is particularly sensitive to economic downturns.  If a Fund’s real estate related investments are concentrated in one geographic area or in one property type, the Fund will be particularly subject to the risks associated with that area or property type.

 

In addition to the risks surrounding real estate related securities, such as a decline in property values due to increasing vacancies, a decline in rents resulting from unanticipated economic, legal or technological developments or a decline in the price of securities of real estate companies due to a failure of borrowers to pay their loans or poor management, investments in real estate investment trusts (“REITs”) involve unique risks.  REITs are pooled investment vehicles that invest primarily in income-producing real estate or real estate related loans or interests.  Like registered investment companies such as the Funds, REITs are not taxed on income distributed to shareholders so long as they comply with several requirements of the Code.  Investing in REITs involves certain risks.  REITS may have limited financial resources, may trade less frequently and in limited volume and may be more volatile than other securities.  REITs are also subject to additional risks, such as poor performance by the manager of the REIT, adverse changes to the tax laws or failure by the REIT to qualify for tax-free pass-through of income under the Code, the risks of financing projects, heavy cash flow dependency, default by borrowers, and self-liquidation.  In addition, some REITs have limited diversification because they invest in a limited number of properties, a narrow geographic area or a single type of property.  A REIT may be affected by changes in the value of the underlying property owned by such REIT or by the quality of any credit extended by the REIT.  Also, the organizational documents of a REIT may contain provisions that make changes in control of the REIT difficult

 

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and time-consuming.  Because REITs are pooled investment vehicles that have expenses of their own, the Fund will indirectly bear its proportionate share of those expenses.  REITS are also subject to interest rate risks.

 

RECENT FIXED INCOME MARKET EVENTS.  The fixed income markets have experienced a period of extreme volatility that has negatively impacted a broad range of mortgage- and asset-backed and other fixed income securities, including those rated investment grade, the U.S. and international credit and interbank money markets generally, and a wide range of financial institutions and markets, asset classes and sectors.  As a result, fixed income instruments are experiencing reduced liquidity, increased price volatility, credit downgrades and increased likelihood of default.  Domestic and international equity markets have also been experiencing heightened volatility and turmoil that has particularly affected issuers with exposure to the real estate, mortgage and credit markets.  During times of market turmoil, investors tend to look to the safety of securities issued or backed by the U.S. Treasury, causing the prices of these securities to rise, and their yields to decline.  These events as well as continuing market upheavals may have an adverse effect on the Funds and may result in increased shareholder redemptions.

 

In 2008, the Federal Housing Finance Agency (“FHFA”) placed Federal National Mortgage Association (“FNMA”) and Federal Home Loan Mortgage Corporation (“FHLMC”) into conservatorship.  As the conservator, FHFA succeeded to all rights, titles, powers and privileges of FNMA and FHLMC and of any stockholder, officer or director of FNMA and FHLMC with respect to FNMA and FHLMC and the assets of FNMA and FHLMC.  FHFA selected a new chief executive officer and chairman of the board of directors for each of FNMA and FHLMC.  In connection with the conservatorship, the U.S. Treasury entered into a Senior Preferred Stock Purchase Agreement with each of FNMA and FHLMC pursuant to which the U.S. Treasury would purchase up to an aggregate of $100 billion of each of FNMA and FHLMC to maintain a positive net worth in each enterprise.  While the Federal Reserve’s purchases have terminated, the U.S. Treasury announced in 2009 that it would continue its support for the entities’ capital as necessary to prevent a negative net worth through the end of 2012.  In 2012, the Senior Preferred Stock Purchase Agreement was further amended to, among other things, accelerate the wind-down of the retained portfolio, terminate the requirement that FNMA and FHLMC each pay a 10% dividend annually on all amounts received under the funding commitment, and require the submission of an annual risk management plan to the U.S. Treasury.  FNMA and FHLMC are continuing to operate as going concerns while in conservatorship and each remain liable for all of its obligations, including its guaranty obligations, associated with its mortgage-backed securities.  The Senior Preferred Stock Purchase Agreement is intended to enhance each of FNMA’s and FHLMC’s ability to meet its obligations. The FHFA has indicated that the conservatorship of each enterprise will end when the director of FHFA determines that FHFA’s plan to restore the enterprise to a safe and solvent condition has been completed.

 

Under the Federal Housing Finance Regulatory Reform Act of 2008 (the “Reform Act”), which was included as part of the Housing and Economic Recovery Act of 2008, FHFA, as conservator or receiver, has broad authority to promote the orderly administration of FNMA’s and FHLMC’s affairs, including the power to repudiate any contract entered into by FNMA or FHLMC prior to FHFA’s appointment as conservator or receiver, as applicable, and the right to transfer or sell any asset or liability of FNMA or FHLMC without any approval, assignment or consent.  Although FHFA has indicated that it has no present intention to repudiate or to transfer any guaranty obligations, holders of FNMA or FHLMC mortgage-backed securities would be adversely affected in the event that the FHFA exercised either of these powers granted to it under the Reform Act.  In addition, certain rights provided to holders of mortgage-backed securities issued by FNMA and FHLMC under the operative documents related to such securities may not be enforced against FHFA, or enforcement of such rights may be delayed, during the conservatorship or any future receivership.  The operative documents for FNMA and FHLMC mortgage-backed securities may provide (or with respect to securities issued prior to the date of the appointment of the conservator may have provided) that upon the occurrence of an event of default on the part of FNMA or FHLMC, in its capacity as guarantor, which includes the appointment of a conservator or receiver, holders of such mortgage-backed securities have the right to  replace FNMA or FHLMC as trustee if the requisite percentage of mortgage-backed securities holders consent.  The Reform Act prevents mortgage-backed security holders from enforcing such rights if the event of default arises solely because a conservator or receiver has been appointed.

 

In addition, following the recent global financial crisis, the Federal Reserve has attempted to stabilize the economy and support the economic recovery by keeping the federal funds rate (the interest rate at which depository institutions lend reserve balances to other depository institutions overnight) at or near zero percent. In addition, as part of its monetary stimulus program known as quantitative easing, the Federal Reserve has purchased on the open market large quantities of securities issued or guaranteed by the U.S. government, its agencies or instrumentalities. As the Federal Reserve “tapers” or reduces the amount of securities it purchases pursuant to quantitative easing, and/or if the Federal Reserve raises the federal funds rate, there is a risk that interest rates will rise. A general rise in interest rates has the potential to cause investors to move out of fixed-income securities on a large scale, which may increase redemptions from mutual funds that hold large amounts of fixed-income securities.

 

REPURCHASE AND REVERSE REPURCHASE AGREEMENTS.  A repurchase agreement is an agreement between two parties whereby one party sells the other a security at a specified price with a commitment to repurchase the security later at an agreed-upon price, date and interest payment.  A reverse repurchase agreement is a term used to describe the opposite side of a repurchase transaction.  The party that purchases and later resells a security is said to perform a repurchase; the other party, that sells and later repurchases a security is said to perform a reverse repurchase.  Each Fund is permitted to enter into fully collateralized repurchase agreements.  The Company’s Board of Directors has delegated to the sub-adviser the responsibility of evaluating the creditworthiness of the banks and securities dealers with which the Funds will engage in repurchase agreements.  The sub-adviser will monitor such transactions to ensure that the value of underlying collateral will be at least equal to the total amount of the repurchase obligation as required by the valuation provision of the repurchase agreement, including the accrued interest.  Repurchase agreements carry the risk that the market value of the securities declines below the repurchase price.  A

 

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Fund could also lose money if it is unable to recover the securities and the value of the collateral held by the Fund is less than the value of the securities.  In the event the borrower commences bankruptcy proceedings, a court may characterize the transaction as a loan.  If a Fund has not perfected a security interest in the underlying collateral, the Fund may be required to return the underlying collateral to the borrower’s estate and be treated as an unsecured creditor.  As an unsecured creditor, the Fund could lose some or all of the principal and interest involved in the transaction.  Reverse repurchase agreements are a type of borrowing that may increase the possibility of fluctuation in a Fund’s net asset value.

 

RESTRICTED SECURITIES.  A Fund may invest in securities that are not registered under the Securities Act (“restricted securities”). Restricted securities may be sold in private placement transactions between issuers and their purchasers and may be neither listed on an exchange nor traded in other established markets. In many cases, privately placed securities may not be freely transferable under the laws of the applicable jurisdiction or due to contractual restrictions on resale. As a result of the absence of a public trading market, privately placed securities may be less liquid and more difficult to value than publicly traded securities. To the extent that privately placed securities may be resold in privately negotiated transactions, the prices realized from the sales, due to illiquidity, could be less than those originally paid by the Fund or less than their fair market value. In addition, issuers whose securities are not publicly traded may not be subject to the disclosure and other investor protection requirements that may be applicable if their securities were publicly traded. If any privately placed securities held by a Fund are required to be registered under the securities laws of one or more jurisdictions before being resold, the Fund may be required to bear the expenses of registration. Certain of the Funds’ investments in private placements may consist of direct investments and may include investments in smaller, less seasoned issuers, which may involve greater risks. These issuers may have limited product lines, markets or financial resources, or they may be dependent on a limited management group. In making investments in such securities, a Fund may obtain access to material nonpublic information, which may restrict the Fund’s ability to conduct portfolio transactions in such securities.

 

Some of these securities are new and complex, and trade only among institutions; the markets for these securities are still developing, and may not function as efficiently as established markets. Owning a large percentage of restricted securities could hamper a Fund’s ability to raise cash to meet redemptions. Also, because there may not be an established market price for these securities, the Fund may have to estimate their value, which means that their valuation (and, to a much smaller extent, the valuation of the Fund) may have a subjective element. Transactions in restricted securities may entail registration expense and other transaction costs that are higher than those for transactions in unrestricted securities. Where registration is required for restricted securities a considerable time period may elapse between the time the Fund decides to sell the security and the time it is actually permitted to sell the security under an effective registration statement. If during such period, adverse market conditions were to develop, the Fund might obtain less favorable pricing terms that when it decided to sell the security.  A Fund may purchase securities that may have restrictions on transfer or resale (including Rule 144A securities and Regulation S securities).  Depending upon the circumstances, a Fund may only be able to sell these securities in the United States if an exemption from registration under the federal and state securities laws is available or may only be able to sell these securities outside of the United States (such as on a foreign exchange).  These securities may either be determined to be liquid or illiquid pursuant to policies and guidelines established by the respective Company’s Board of Directors.

 

SECURITIES TRUSTS.  The Funds may invest in securities trusts, which are investment trust vehicles that maintain portfolios comprised of underlying debt securities that are generally unsecured.  These instruments are purchased in the cash markets and vary as to the type of underlying security, but include such underlying securities as corporate investment grade and high yield bonds and credit default swaps.  Examples include TRAINS, TRACERS, CORE and funded CDX.  Holders of interests in these structured notes receive income from the trusts in respect of principal or interest paid on the underlying securities.  By investing in such notes, a Fund will indirectly bear its proportionate share of any expenses paid by such notes in addition to the expenses of such Fund.

 

Investments in these structured products are subject to the same risks that would be associated with direct investments in the underlying securities of the structured notes.  These risks include substantial market price volatility resulting from changes in prevailing interest rates; default or bankruptcy of issuers of the underlying securities; subordination to the prior claims of banks and other senior lenders in the case of default; and early repayment by issuers during periods of declining interest rates because of mandatory call or redemption provisions.  In addition, structured note products may have difficulty disposing of the underlying securities because of thin trading markets.

 

SOVEREIGN DEBT.  Investments in sovereign debt involve special risks.  The issuer of the debt or the governmental authorities that control the repayment of the debt may be unable or unwilling to repay principal or interest when due in accordance with the terms of such debt, and a Fund may have limited legal recourse in the event of default.  Countries such as those in which a Fund may invest have historically experienced, and may continue to experience, high rates of inflation, high interest rates, exchange rate trade difficulties and unemployment.  Some of these countries are also characterized by political uncertainty or instability.  Additional factors that may influence the ability or willingness to service debt include, but are not limited to, a country’s cash flow situation, the availability of sufficient foreign exchange on the date a payment is due, the relative size of its debt service burden to the economy as a whole and its government’s policy towards the International Monetary Fund, the World Bank and other international agencies.  If a government entity defaults, it may ask for more time in which to pay or for further loans.  There is no legal process for collecting sovereign debt that a government does not pay, and there are no bankruptcy proceedings through which all or part of the sovereign debt that a governmental entity has not repaid may be collected.  Additionally, the financial markets have recently seen an increase in volatility and adverse trends due to uncertainty surrounding the level and sustainability of sovereign debt of certain countries that are part of the European Union, including Greece, Spain, Ireland, Italy and Portugal.  This

 

28



 

has adversely affected the exchange rate of the euro and may continue to significantly affect every country in Europe.  Outside of the European Union, Iceland has also experienced adverse trends due to high debt levels and excessive lending.

 

A Fund may have difficulty disposing of certain sovereign debt obligations because there may be a limited trading market for such securities.  Because there is no liquid secondary market for many of these securities, the Funds anticipate that such securities could be sold only to a limited number of dealers or institutional investors.  The lack of a liquid secondary market may have an adverse impact on the market price of such securities and a Fund’s ability to dispose of particular issues when necessary to meet its liquidity needs or in response to a specific economic event, such as deterioration in the creditworthiness of the issuer.  The lack of a liquid secondary market for certain securities also may make it more difficult for a Fund to obtain accurate market quotations for purposes of valuing its portfolio and calculating its net asset value.  See also “Foreign Investments” above.

 

STRIPPED SECURITIES RISK.  Stripped securities are created when the issuer separates the interest and principal components of an instrument and sells them as separate securities. In general, one security is entitled to receive the interest payments on the underlying assets (the interest only or “IO” security) and the other to receive the principal payments (the principal only or “PO” security). Some stripped securities may receive a combination of interest and principal payments. The yields to maturity on IOs and POs are sensitive to the expected or anticipated rate of principal payments (including prepayments) on the related underlying assets, and principal payments may have a material effect on yield to maturity. If the underlying assets experience greater than anticipated prepayments of principal, a Fund may not fully recoup its initial investment in IOs. Conversely, if the underlying assets experience less than anticipated prepayments of principal, the yield on POs could be adversely affected. Stripped securities may be highly sensitive to changes in interest rates and rates of prepayment.

 

STRUCTURED SECURITIES.  Because structured securities of the types in which a Fund may invest typically involve no credit enhancement, their credit risk is generally equivalent to that of the underlying instruments.  The Funds are permitted to invest in classes of structured securities that are either subordinated or unsubordinated with respect to the right to payment of another class.  Subordinated structured securities typically have higher yields and present greater risks than unsubordinated structured securities.  Structured securities are typically sold in private placement transactions, and there currently is no active trading market for structured securities.  Certain issuers of such securities may be deemed to be “investment companies” as defined in the 1940 Act. Therefore, a Fund’s investment in structured securities may be limited by certain investment restrictions contained therein.

 

TAXABLE INCOME RISK.  Taxable income risk is the risk that a Fund may invest in securities or other instruments that produce income subject to income tax, including the Alternative Minimum Tax.

 

TO BE ANNOUNCED (TBA) SECURITIES RISK.  TBA securities include when-issued and delayed delivery securities and forward commitments.  A Fund is permitted to purchase or sell securities on a when-issued or delayed-delivery basis.  When-issued or delayed-delivery transactions arise when securities are purchased or sold with payment and delivery taking place in the future in order to secure what is considered to be an advantageous price and yield at the time of entering into the transaction.  A Fund may sell the securities before the settlement date if the sub-adviser deems it advisable.  Distributions attributable to any gains realized on such a sale are taxable to shareholders.  When-issued and delayed delivery securities and forward commitments involve the risk that the security a Fund buys will lose value prior to its delivery.  There are also the risks that the security will never be issued or that the other party to the transaction will not meet its obligation.  If this occurs, a Fund loses both the investment opportunity for the assets it set aside to pay for the security and any gain in the security’s price.

 

Short Sales of TBA Securities Risk.  Each Fund may also engage in shorting of TBAs. When a Fund enters into a short sale of a TBA security it effectively agrees to sell a security it does not own at a future price and date.  Although most TBA short sales transactions are closed prior to any requirement to deliver the security sold short, if a Fund does not close the position, such Fund may have to purchase the securities needed to settle the short sale at a higher price than anticipated, which would cause the Fund to lose money.  A Fund may not always be able to purchase securities to close out the short position at a particular time or at an attractive price.  A Fund may incur increased transaction costs associated with selling TBA securities short. In addition, taking short positions in TBA securities may result in a form of leverage which could increase the volatility of the Fund’s returns.  A Fund may also engage in short sales of TBA securities when it contemporaneously owns or has the right to obtain, at no added cost, securities identical to those sold short. If a Fund sells securities in this manner, it may protect itself from loss if the price of the securities declines in the future, but will lose the opportunity to profit on such securities if the price rises.  If a Fund effects a short sale of securities at a time when it has an unrealized gain on the securities, it may be required to recognize that gain as if it had actually sold the securities (as a “constructive sale”) on the date it effects the short sale.

 

USE AS UNDERLYING FUND RISK. A Fund may be an investment (an “Underlying Fund”) of a mutual fund that pursues its investment goal by investing primarily in other mutual funds (“fund of funds structure”).  A fund of funds structure could increase or decrease gains and could affect the timing, amount and character of distributions to you from the Underlying Fund for investments you make directly in the Underlying Fund.  An Underlying Fund may experience relatively large redemptions or investments as the fund that utilizes a fund of funds structure periodically reallocates or rebalances its assets. These transactions may cause the Underlying Fund to sell portfolio securities to meet such redemptions, or to invest cash from such investments, at times it would not otherwise do so, and may as a result increase transaction costs and adversely affect underlying fund performance.

 

U.S. GOVERNMENT SECURITIES RISK.  Treasury obligations may differ in their interest rates, maturities, times of issuance and other characteristics.  Obligations of U.S. Government agencies and authorities are supported by varying degrees of credit but generally are not backed by the full faith and credit of the U.S. Government.  No assurance can be given that the U.S. Government

 

29



 

will provide financial support to its agencies and authorities if it is not obligated by law to do so.  The maximum potential liability of the issuers of some U.S. Government securities held by the Fund may greatly exceed their current resources, including their legal right to support from the U.S. Treasury.  It is possible that these issuers will not have the funds to meet their payment obligations in the future.

 

VOLATILITY RISK.  Share price, yield and total return may fluctuate more than with funds that use a different investment strategy.

 

WARRANTS AND RIGHTS RISK.  Warrants are instruments giving holders the right, but not the obligation, to buy equity or fixed income securities of a company at a given price during a specified period.  Rights are similar to warrants but normally have a short life span to expiration.  The purchase of rights or warrants involves the risk that a Fund could lose the purchase value of a right or warrant if the right to subscribe to additional shares is not exercised prior to the right’s or warrant’s expiration.  Also, the purchase of rights and/or warrants involves the risk that the effective price paid for the right and/or warrant added to the subscription price of the related security may exceed the value of the subscribed security’s market price such as when there is no movement in the level of the underlying security.  Buying a warrant does not make the Fund a shareholder of the underlying stock. The warrant holder has no voting or dividend rights with respect to the underlying stock. A warrant does not carry any right to assets of the issuer, and for this reason investment in warrants may be more speculative than other equity-based investments.

 

ZERO COUPON SECURITIES.  A zero coupon security is a security that makes no interest payments but is instead sold at a deep discount from its face value.  While interest payments are not made on such securities, holders of such securities are deemed to have received income (“phantom income”) annually, notwithstanding that cash may not be received currently.  As with other fixed income securities, zero coupon bonds are subject to interest rate and credit risk.  Some of these securities may be subject to substantially greater price fluctuations during periods of changing market rates than comparable securities that pay interest currently.  Longer term zero coupon bonds have greater interest rate risk than shorter term zero coupon bonds.

 

30



 

DISCLOSURE OF PORTFOLIO HOLDINGS

 

Each Fund will publicly disclose its complete month-end portfolio holdings, except certain de minimis or short-term investments, on the Funds’ web site at www.hartfordfunds.com no earlier than 25 calendar days after the end of each month. Each Fund also will publicly disclose on its web site its largest ten issuers in which it invests (and the percentage invested in each) no earlier than 15 calendar days after the end of each month.

 

Each Fund, the Fund’s investment manager, the Fund’s distributor (collectively, “Hartford”) or the Fund’s investment sub-adviser also may confidentially or publicly disclose portfolio holdings on a more frequent basis if approved by the Fund’s Chief Compliance Officer (“CCO”) and at least one other Fund officer in accordance with the Fund’s disclosure policy.

 

Portfolio holdings are disclosed to the Funds’ custodian, independent registered public accounting firm, pricing service vendors and other persons who provide systems or software support in connection with Fund operations, including accounting, compliance support and pricing, to the extent they require access to such information in order to fulfill their contractual obligations to the Funds.  Portfolio holdings may also be disclosed to persons assisting a Fund or its investment sub-adviser in the voting of proxies and to the Fund’s bank lenders.  In connection with managing a Fund, such Fund’s investment manager or sub-adviser may disclose the Fund’s portfolio holdings to third-party vendors that provide analytical systems services to the Fund’s investment manager or sub-adviser on behalf of the Fund and to certain third party industry information vendors, institutional investment consultants, and asset allocation service providers.  With respect to each of these entities, portfolio holdings information will be released only in accordance with the above requirements.  From time to time, a Fund may disclose portfolio holdings to other parties to the extent necessary in connection with actual or threatened litigation.

 

The “Hartford Funds” consist of The Hartford Alternative Strategies Fund and series of The Hartford Mutual Funds, Inc., The Hartford Mutual Funds II, Inc., Hartford Series Fund, Inc. and Hartford HLS Series Fund II, Inc.  One or more of the Hartford Funds have entered into ongoing arrangements to disclose portfolio holdings to the following entities:

 

Brown Brothers Harriman & Co.

Class Action Claims Management

Cognizant Technology Solutions

Confluence Technologies

Ernst & Young LLP (each Fund’s Independent Registered Public Accounting Firm)

FactSet Research Systems Inc.

Glass, Lewis & Co.

Interactive Data Corporation

Investment Technology Group, Inc.

J.P. Morgan Chase

J.P. Morgan Securities, Inc.

Lipper Inc.

Markit WSO Corporation

Merrill Lynch, Pierce, Fenner & Smith Incorporated

State Street Bank and Trust Company

State Street Investment Management Solutions

SunGard Expert Solutions

Synthesis Technology

TerraNua U.S. Corp.

Wolters Kluwer Financial Services

 

Portfolio holdings are disclosed at various times to Lipper Inc. (on a monthly basis with a lag time of two days) in order to fulfill its obligations to the Hartford Funds.  Portfolio holdings are disclosed on a daily basis to Brown Brothers Harriman & Co., FactSet Research Systems Inc., Glass Lewis & Co., Investment Technology Group, Inc. (for certain Hartford Funds), J.P. Morgan Chase, Markit WSO Corporation (for certain Hartford Funds), State Street Bank and Trust Company, State Street Investment Management Solutions, SunGard Expert Solutions and TerraNua U.S. Corp.  Portfolio holdings are disclosed to J.P. Morgan Securities, Class Action Claims Management, Synthesis Technology and Wolters Kluwer Financial Services on a monthly basis, with lag times of one day, two days, five days, and two days, respectively.  Portfolio holdings are disclosed to Confluence Technologies, Interactive Data Corporation, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Synthesis Technology on a quarterly basis, with lag times of three, three, two and twelve business days, respectively. Portfolio holdings are disclosed to Cognizant Technology Solutions as needed, with no delay.  Portfolio holdings are disclosed to the Hartford Funds’ independent registered public accounting firm at least annually and otherwise upon request as necessary to enable the Hartford Funds’ independent registered public accounting firm to provide services to the Hartford Funds, with no lag time.  Additionally, when purchasing and selling its portfolio securities through broker-dealers, requesting bids on securities, or obtaining price quotations on securities, the Hartford Funds may disclose one or more of their portfolio securities to the party effecting the transaction or providing the information.

 

Additionally, Hartford or the sub-adviser may provide oral or written information (“portfolio commentary”) about a Fund, including, but not limited to, how the Fund’s investments are divided among (i) various sectors, industries and countries, (ii) value and growth stocks and small, mid and large-cap stocks, (iii) stocks, bonds, currencies and cash and, as applicable, (iv) types of

 

31



 

bonds, bond maturities, bond coupons and bond credit quality ratings.  This portfolio commentary may also include information on factors that contributed to Fund performance, including these relative weightings.  Hartford or the sub-adviser may also provide oral or written information (“statistical information”) about various financial characteristics of a Fund or its underlying portfolio securities including, but not limited to, beta, duration, maturity, Sharpe ratio, earnings growth, payout ratio, price/book value, projected earnings growth, return on equity, tracking error, weighted average quality, market capitalization, percent debt to equity, dividend yield or growth, default rate, portfolio turnover, risk and style characteristics or other similar information.  This portfolio commentary and statistical information about a Fund may be based on the Fund’s most recent quarter-end portfolio, month-end or on some other interim period.  Portfolio commentary and statistical information may be available on the Hartford Funds’ website or may be provided to members of the press, financial intermediaries, fiduciaries of a 401(k) plan or a trust and their advisers, or current or potential shareholders in a Fund or their representatives.  The content and nature of the information provided to each of these persons may differ.

 

Hartford and the sub-adviser have implemented procedures reasonably designed to ensure that (1) any disclosure of a Fund’s portfolio securities is made pursuant to a practice or arrangement approved in accordance with the Fund’s policy; (2) personnel who are in a position to disclose Fund portfolio holdings are appropriately trained to comply with the Funds’ policies regarding the disclosure of portfolio holdings and (3) each approved disclosure arrangement or practice is documented by the Funds’ CCO or his/her designee.

 

In no event will Hartford or the sub-adviser or any affiliate thereof be permitted to receive compensation or other consideration in connection with the disclosure of Fund portfolio holdings.

 

The Funds’ CCO is responsible for addressing conflicts of interest between the interests of Fund shareholders, on the one hand, and the interests of the Funds’ investment manager, investment sub-adviser, principal underwriter, or any affiliated person of a Fund, its investment manager, investment sub-adviser, or its principal underwriter, on the other.  Every violation of the portfolio holdings disclosure policy must be reported to the Funds’ CCO.

 

The Board of Directors reviews and approves the Funds’ policy on disclosure of portfolio holdings.  The CCO for the Funds’ investment manager will provide summaries of all newly approved arrangements and report exceptions to and material violations of this policy to the Board of Directors.  There can be no assurance, however, that the Funds’ portfolio holdings disclosure policy will prevent the misuse of such information by individuals or firms that receive such information.

 

32



 

FUND MANAGEMENT

 

The Board of Directors and officers of the Company, their business addresses, principal occupations for at least the past five years and years of birth are listed in the tables below.  The Company’s Board of Directors (i) provides broad supervision over the affairs of the Company and the Funds and (ii) elects officers who are responsible for the day-to-day operations of the Funds and the execution of policies formulated by the Board of Directors.  The first table below provides information about those directors who are deemed not to be “interested persons” of the Company, as that term is defined in the 1940 Act (i.e., “non-interested directors”), and the second table below provides information about the Company’s “interested” directors and the Company’s officers.

 

NON-INTERESTED DIRECTORS

 

NAME, YEAR OF BIRTH AND
ADDRESS

 

POSITION
HELD WITH
THE COMPANY

 

TERM OF
OFFICE* AND
LENGTH OF
TIME SERVED

 

PRINCIPAL OCCUPATION(S) DURING
 PAST 5 YEARS

 

NUMBER OF
PORTFOLIOS
IN FUND
COMPLEX
OVERSEEN BY
DIRECTOR

 

OTHER DIRECTORSHIPS
FOR PUBLIC COMPANIES
AND OTHER
REGISTERED
INVESTMENT
COMPANIES HELD BY
DIRECTOR

 

 

 

 

 

 

 

 

 

 

 

HILARY E. ACKERMANN

(1956)

c/o Hartford Funds

5 Radnor Corporate

Center, 100 Matsonford

Road, Suite 300, Radnor,

Pennsylvania 19087

 

Director

 

Since 2014

 

Ms. Ackermann served as Chief Risk Officer at Goldman Sachs Bank USA from October 2008 to November 2011 and serves as a Director of Dynegy, Inc. (an independent power company) from October 2012 to present.

 

68

 

Ms. Ackermann serves as a Director of Dynegy, Inc. (a power company) (October 2012 to present).

 

 

 

 

 

 

 

 

 

 

 

LYNN S. BIRDSONG

(1946)

c/o Hartford Funds

5 Radnor Corporate

Center, 100 Matsonford

Road, Suite 300, Radnor,

Pennsylvania 19087

 

 

Director

 

Since 2003

 

Mr. Birdsong currently serves as a Director of Aberdeen Global and Aberdeen Global II (investment funds) (September 2014 to present). Mr. Birdsong served as an Independent Director of Nomura Partners Funds, Inc. (formerly, The Japan Fund) (April 2003 to February 2015) and as a Director of the Sovereign High Yield Investment Company (April 2010 to June 2014). From 2003 to March 2005, Mr. Birdsong was an Independent Director of the Atlantic Whitehall Funds. From 1979 to 2002, Mr. Birdsong was a Managing Director of Zurich Scudder Investments, an investment management firm. During his employment with Scudder, Mr. Birdsong was an Interested Director of The Japan Fund. From January 1981 through December 2013, Mr. Birdsong was a partner in Birdsong Company, an advertising specialty firm.

 

68

 

None

 

 

 

 

 

 

 

 

 

 

 

ROBERT M. GAVIN

(1940)

c/o Hartford Funds

5 Radnor Corporate

Center, 100 Matsonford

Road, Suite 300, Radnor,

Pennsylvania 19087

 

 

Director and

Chairman of

the Board

 

Director since 2002, Chairman of the Board for the Company since 2004

 

Dr. Gavin is an educational consultant. Prior to September 1, 2001, he was President of Cranbrook Education Community and prior to July 1996, he was President of Macalester College, St. Paul, Minnesota.

 

68

 

None

 

33



 

NAME, YEAR OF BIRTH AND
ADDRESS

 

POSITION
HELD WITH
THE COMPANY

 

TERM OF
OFFICE* AND
LENGTH OF
TIME SERVED

 

PRINCIPAL OCCUPATION(S) DURING
 PAST 5 YEARS

 

NUMBER OF
PORTFOLIOS
IN FUND
COMPLEX
OVERSEEN BY
DIRECTOR

 

OTHER DIRECTORSHIPS
FOR PUBLIC COMPANIES
AND OTHER
REGISTERED
INVESTMENT
COMPANIES HELD BY
DIRECTOR

 

 

 

 

 

 

 

 

 

 

 

DUANE E. HILL

(1945)

c/o Hartford Funds

5 Radnor Corporate

Center, 100 Matsonford

Road, Suite 300, Radnor,

Pennsylvania 19087

 

Director

 

Since 2001

 

Mr. Hill is a Partner of TSG Ventures L.P., a private equity investment company. Mr. Hill is a former partner of TSG Capital Group, a private equity investment firm that served as sponsor and lead investor in leveraged buyouts of middle market companies.

 

68

 

None

 

 

 

 

 

 

 

 

 

 

 

SANDRA S. JAFFEE

(1941)

c/o Hartford Funds

5 Radnor Corporate

Center, 100 Matsonford

Road, Suite 300, Radnor,

Pennsylvania 19087

 

 

Director

 

Since 2005

 

Ms. Jaffee is the founder and Chief Executive Officer of a private company, Homeworks Concierge, LLC, which provides residential property management services in Westchester County, New York (January 2012 to present). Ms. Jaffee served as Chairman (2008 to 2009) and Chief Executive Officer of Fortent (formerly Searchspace Group), a leading provider of compliance/regulatory technology to financial institutions from August 2005 to August 2009. From August 2004 to August 2005, Ms. Jaffee served as an Entrepreneur in Residence with Warburg Pincus, a private equity firm. Prior to joining Warburg Pincus, Ms. Jaffee served as Executive Vice President at Citigroup, from September 1995 to July 2004, where she was President and Chief Executive Officer of Citibank’s Global Securities Services (1995 to 2003). Ms. Jaffee served as a member of the Board of Directors of Broadridge Financial Solutions (November 2010 to November 2014). Ms. Jaffee currently serves as a member of the Board of Directors of Global Corps Africa (a non-profit organization) (January 2015 to present) as well as a Trustee of Muhlenberg College (September 2007 to present).

 

68

 

None

 

34



 

NAME, YEAR OF BIRTH AND
ADDRESS

 

POSITION
HELD WITH
THE COMPANY

 

TERM OF
OFFICE* AND
LENGTH OF
TIME SERVED

 

PRINCIPAL OCCUPATION(S) DURING
 PAST 5 YEARS

 

NUMBER OF
PORTFOLIOS
IN FUND
COMPLEX
OVERSEEN BY
DIRECTOR

 

OTHER DIRECTORSHIPS
FOR PUBLIC COMPANIES
AND OTHER
REGISTERED
INVESTMENT
COMPANIES HELD BY
DIRECTOR

 

 

 

 

 

 

 

 

 

 

 

WILLIAM P. JOHNSTON

(1944)

c/o Hartford Funds

5 Radnor Corporate

Center, 100 Matsonford

Road, Suite 300, Radnor,

Pennsylvania 19087

 

Director

 

Since 2005

 

In June 2006, Mr. Johnston was appointed as Senior Advisor to The Carlyle Group, a global private equity and other alternative asset investment firm and currently serves as an Operating Executive. In July 2006, Mr. Johnston was elected to the Board of Directors of MultiPlan, Inc. and served as a Director (July 2006 to August 2010). In August 2007, Mr. Johnston was elected to the Board of Directors of LifeCare Holdings, Inc. and served as a Director (August 2007 to June 2013). In February 2008, Mr. Johnston was elected to the Board of Directors of HCR-ManorCare, Inc. In May 2006, Mr. Johnston was elected to the Supervisory Board of Fresenius Medical Care AG & Co. KGaA, after its acquisition of Renal Care Group, Inc. in March 2006. Mr. Johnston joined Renal Care Group in November 2002 as a member of the Board of Directors and served as Chairman of the Board from March 2003 through March 2006. From 2002 through 2013, Mr. Johnston served as a Board member of the Georgia O’Keefe Museum. From September 1987 to December 2002, Mr. Johnston was with Equitable Securities Corporation (and its successors, SunTrust Equitable Securities and SunTrust Robinson Humphrey) serving in various investment banking and managerial positions, including Managing Director and Head of Investment Banking, Chief Executive Officer and Vice Chairman.

 

68

 

None

 

 

 

 

 

 

 

 

 

 

 

PHILLIP O. PETERSON

(1944)

c/o Hartford Funds

5 Radnor Corporate

Center, 100 Matsonford

Road, Suite 300, Radnor,

Pennsylvania 19087

 

 

Director

 

Since 2002

 

Mr. Peterson is a mutual fund industry consultant. He was a partner of KPMG LLP (an accounting firm) until July 1999. Mr. Peterson joined William Blair Funds in February 2007 as a member of the Board of Trustees. From February 2012 to February 2014, Mr. Peterson served as a Trustee of Symetra Variable Mutual Funds. From January 2004 to April 2005, Mr. Peterson served as Independent President of the Strong Mutual Funds.

 

68

 

Mr. Peterson is a

Trustee of the

William Blair Funds (February 2007 to current) (26 funds overseen).

 

35



 

NAME, YEAR OF BIRTH AND
ADDRESS

 

POSITION
HELD WITH
THE COMPANY

 

TERM OF
OFFICE* AND
LENGTH OF
TIME SERVED

 

PRINCIPAL OCCUPATION(S) DURING
 PAST 5 YEARS

 

NUMBER OF
PORTFOLIOS
IN FUND
COMPLEX
OVERSEEN BY
DIRECTOR

 

OTHER DIRECTORSHIPS
FOR PUBLIC COMPANIES
AND OTHER
REGISTERED
INVESTMENT
COMPANIES HELD BY
DIRECTOR

 

 

 

 

 

 

 

 

 

 

 

LEMMA W. SENBET

(1946)

c/o Hartford Funds

5 Radnor Corporate

Center, 100 Matsonford

Road, Suite 300, Radnor,

Pennsylvania 19087

 

Director

 

Since 2005

 

Dr. Senbet is the William E. Mayer Chair Professor of Finance and Founding Director, Center for Financial Policy, at the University of Maryland, Robert H. Smith School of Business. He was chair of the Finance Department of the University of Maryland, Robert H. Smith School of Business from 1998 to 2006. Since June 2013, he has been on leave from the University to serve as Executive Director of African Economic Research Consortium which focuses on economic policy research and training. Previously, he was a chaired professor of finance at the University of Wisconsin-Madison. Also, he was a Director of the Fortis Funds from March 2000 to July 2002. Dr. Senbet served as Director of the American Finance Association and President of the Western Finance Association. In 2006, Dr. Senbet was inducted Fellow of Financial Management Association International for his career-long distinguished scholarship and professional service.

 

68

 

None

 


*                   Term of Office: Each director may serve until his or her successor is elected and qualifies.

 

36



 

OFFICERS AND INTERESTED DIRECTORS

 

NAME, YEAR OF BIRTH AND
ADDRESS

 

POSITION
HELD WITH
THE COMPANY

 

TERM OF
OFFICE* AND
LENGTH OF
TIME SERVED

 

PRINCIPAL OCCUPATION(S) DURING
PAST 5 YEARS

 

NUMBER OF
PORTFOLIOS
IN FUND
COMPLEX
OVERSEEN BY
DIRECTOR

 

OTHER DIRECTORSHIPS
HELD BY DIRECTOR

 

 

 

 

 

 

 

 

 

 

 

JAMES E. DAVEY**

(1964)

c/o Hartford Funds

5 Radnor Corporate Center,

100 Matsonford Road,

Suite 300, Radnor,

Pennsylvania 19087

 

Director, President and Chief Executive Officer

 

President and Chief Executive Officer since 2010; Director since 2012

 

Mr. Davey serves as Executive Vice President of Hartford Life Insurance Company (“HLIC”) and The Hartford Financial Services Group, Inc. Additionally, Mr. Davey serves as Chairman of the Board, Manager and Senior Managing Director of Hartford Funds Distributors, LLC (“HFD”). He also currently serves as Director, Chairman of the Board, President and Senior Managing Director of Hartford Administrative Services Company (“HASCO”). Mr. Davey also serves as Manager, Chairman of the Board and Senior Managing Director for Hartford Funds Management Company, LLC (“HFMC”) and Director, Chairman of the Board and Senior Managing Director for Hartford Funds Management Group, Inc. (“HFMG”). Mr. Davey has served in various positions within The Hartford and its subsidiaries in connection with the operation of the Hartford Funds. Mr. Davey joined The Hartford in 2002.

 

68

 

N/A

 

 

 

 

 

 

 

 

 

 

 

ANDREW S. DECKER

(1963)

c/o Hartford Funds

5 Radnor Corporate Center,

Suite 300

100 Matsonford Road

Radnor, PA 19087

 

AML Compliance Officer

 

Since 2015

 

Mr. Decker currently serves as Chief Compliance Officer and AML Compliance Officer of HASCO and as AML Officer of HFD. Prior to joining The Hartford, Mr. Decker served as Vice President and AML Officer at Janney Montgomery Scott (a broker dealer) from April 2011 to January 2015. Mr. Decker served as AML Compliance and Sanctions Enforcement Officer at SEI Investments from December 2007 to April 2011.

 

N/A

 

N/A

 

 

 

 

 

 

 

 

 

 

 

MICHAEL FLOOK

(1965)

c/o Hartford Funds

5 Radnor Corporate Center,

Suite 300

100 Matsonford Road

Radnor, PA 19087

 

Vice President, Treasurer and Controller

 

Since 2015

 

Mr. Flook currently serves as the Treasurer of HFMG. Mr. Flook served as Assistant Treasurer for each Company, The Hartford Alternative Strategies Fund and the Retail Funds from February 2015 to March 2015. Mr. Flook joined The Hartford in 2014. Prior to joining The Hartford, Mr. Flook served as Director, Vice President and Assistant Treasurer at UBS Global Asset Management from May 2006 to November 2014.

 

N/A

 

N/A

 

37



 

NAME, YEAR OF BIRTH AND
ADDRESS

 

POSITION
HELD WITH
THE COMPANY

 

TERM OF
OFFICE* AND
LENGTH OF
TIME SERVED

 

PRINCIPAL OCCUPATION(S) DURING
PAST 5 YEARS

 

NUMBER OF
PORTFOLIOS
IN FUND
COMPLEX
OVERSEEN BY
DIRECTOR

 

OTHER DIRECTORSHIPS
HELD BY DIRECTOR

 

 

 

 

 

 

 

 

 

 

 

EDWARD P. MACDONALD

(1967)

c/o Hartford Funds

5 Radnor Corporate Center,

100 Matsonford Road,

Suite 300, Radnor,

Pennsylvania 19087

 

Vice President,

Secretary

and Chief

Legal Officer

 

Since 2005

 

Mr. Macdonald currently serves as Assistant Secretary, Executive Vice President and Deputy General Counsel of HFD, HASCO, HFMC and HFMG. He also serves as Vice President of HLIC. Mr. Macdonald has served in various positions within The Hartford and its subsidiaries in connection with the operation of the Hartford Funds. Mr. Macdonald joined The Hartford in 2005.

 

N/A

 

N/A

 

 

 

 

 

 

 

 

 

 

 

JOSEPH G. MELCHER

(1973)

c/o Hartford Funds

5 Radnor Corporate Center,

100 Matsonford Road,

Suite 300, Radnor,

Pennsylvania 19087

 

Vice President and Chief Compliance Officer

 

Since 2013

 

Mr. Melcher currently serves as Executive Vice President of HFD, HFMG and HASCO. Mr. Melcher also currently serves as Executive Vice President and Chief Compliance Officer of HFMC. Mr. Melcher has served in various positions within The Hartford and its subsidiaries in connection with the operation of the Hartford Funds since joining The Hartford in 2012. Prior to joining The Hartford, Mr. Melcher worked at Touchstone Investments, a member of the Western & Southern Financial Group, where he held the position of Vice President and Chief Compliance Officer from 2010 through 2012 and Assistant Vice President, Compliance from 2005 to 2010.

 

N/A

 

N/A

 

 

 

 

 

 

 

 

 

 

 

VERNON J. MEYER

(1964)

c/o Hartford Funds

5 Radnor Corporate Center,

100 Matsonford Road,

Suite 300, Radnor,

Pennsylvania 19087

 

Vice President

 

Since 2006

 

Mr. Meyer currently serves as Senior Vice President of HLIC. He also currently serves as Managing Director and Chief Investment Officer of HFMC and Managing Director of HFMG. Mr. Meyer has served in various positions within The Hartford and its subsidiaries in connection with the operation of the Hartford Funds. Mr. Meyer joined The Hartford in 2004.

 

N/A

 

N/A

 

 

 

 

 

 

 

 

 

 

 

LAURA S. QUADE

(1969)

c/o Hartford Funds

5 Radnor Corporate Center,

100 Matsonford Road,

Suite 300, Radnor,

Pennsylvania 19087

 

Vice President

 

Since 2012

 

Ms. Quade currently serves as Vice President of HASCO, HFD and HFMG. She is the Head of Operations of HASCO and formerly served as Director, Enterprise Operations of HLIC. Ms. Quade has served in various positions within The Hartford and its subsidiaries in connection with the operation of the Hartford Funds. Ms. Quade joined The Hartford in 2001.

 

N/A

 

N/A

 


*                   Term of Office: Each officer and Director may serve until his or her successor is elected and qualifies.

**              “Interested person,” as defined in the 1940 Act, of the Company because of the person’s affiliation with, or equity ownership of, HFMC, HFD or affiliated companies.

 

38



 

All directors and officers of The Hartford Mutual Funds, Inc. also hold corresponding positions with The Hartford Mutual Funds II, Inc., Hartford Series Fund, Inc., Hartford HLS Series Fund II, Inc. and The Hartford Alternative Strategies Fund.

 

BOARD OF DIRECTORS.  The Company has a Board of Directors. The Board is responsible for oversight of the Funds.  The Board elects officers who are responsible for the day to day operations of the Funds.  The Board oversees the investment manager and the other principal service providers of the Funds.  The Board currently holds six regularly scheduled meetings throughout each year. In addition, the Board may hold special meetings at other times either in person or by telephone. As described in more detail below, the Board has established five standing committees that assist the Board in fulfilling its oversight responsibilities: the Audit Committee, Compliance Committee, Contracts Committee, Investment Committee and Nominating and Governance Committee (collectively, the “Committees”).

 

The Board is chaired by an Independent Director. The Independent Chairman (i) presides at Board meetings and participates in the preparation of agendas for the meetings, (ii) acts as a liaison with the Funds’ officers, investment manager and other directors between meetings and (iii) coordinates Board activities and functions with the Chairmen of the Committees.  The Independent Chairman may also perform such other functions as may be requested by the Board from time to time.  The Board has determined that the Board’s leadership and committee structure is appropriate because it provides structure for the Board to work effectively with management and service providers and facilitates the exercise of the Board’s independent judgment.  In addition, the committee structure permits an efficient allocation of responsibility among the Directors.

 

The Board oversees risk as part of its general oversight of the Funds and risk is addressed as part of various Board and Committee activities.  The Funds are subject to a number of risks, including investment, compliance, financial, operational and valuation risks.  The Funds’ officers and service providers, which are responsible for the day to day operations of the Funds, implement risk management in their activities.  The Board recognizes that it is not possible to identify all of the risks that may affect the Funds, and that it is not possible to develop processes and controls to eliminate all risks and their possible effects.  The Audit Committee plays a lead role in receiving reports from management regarding risk assessment and management.  In particular, the investment manager has established an internal committee focused on risk assessment and risk management related to the operations of the Funds and the investment manager, and the chairperson of that committee reports to the Audit Committee on a semi-annual basis (or more frequently if appropriate).  Other committees also review matters relating to risk.  The Compliance Committee assists the Board in overseeing the activities of the Funds’ CCO, and the CCO provides an annual report to the Compliance Committee and the Board regarding material compliance matters.  The Compliance Committee and the Board receive and consider other reports from the CCO throughout the year.  The Investment Committee assists the Board in overseeing investment matters.  The Investment Committee receives reports from the investment manager relating to investment performance, including information regarding investment risk.  The Audit Committee assists the Board in reviewing financial matters, including matters relating to financial reporting risks and valuation risks.  The Board may, at any time and in its discretion, change the manner in which it conducts its risk oversight role.

 

STANDING COMMITTEES. Each Board of Directors has established an Audit Committee, a Compliance Committee, a Contracts Committee, an Investment Committee and a Nominating and Governance Committee (formerly known as the Nominating Committee).

 

The Audit Committee currently consists of the following non-interested directors: Hilary E. Ackermann, Sandra S. Jaffee, William P. Johnston and Phillip O. Peterson.  The Audit Committee (i) oversees the Funds’ accounting and financial reporting policies and practices, their internal controls and, as appropriate, the internal controls of certain service providers, (ii) assists the Board of Directors in its oversight of the qualifications, independence and performance of the Funds’ independent registered public accounting firm; the quality, objectivity and integrity of the Funds’ financial statements and the independent audit thereof; and the performance of the Fund’s internal audit function, and (iii) acts as a liaison between the Funds’ independent registered public accounting firm and the respective full board.  The Funds’ independent registered accounting firm reports directly to the Audit Committee, and the Audit Committee regularly reports to its Board of Directors.

 

The Compliance Committee currently consists of Hilary E. Ackermann, Sandra S. Jaffee, William P. Johnston and Phillip O. Peterson.  The Compliance Committee assists the Board in its oversight of the implementation by the Funds of policies and procedures that are reasonably designed to prevent the Funds from violating the Federal securities laws.

 

The Contracts Committee currently consists of all non-interested directors of the Funds:  Hilary E. Ackermann, Lynn S. Birdsong, Robert M. Gavin, Duane E. Hill, Sandra S. Jaffee, William P. Johnston, Phillip O. Peterson and Lemma W. Senbet.  The Contracts Committee assists the Board in its consideration and review of fund contracts and the consideration of strategy-related matters.

 

The Investment Committee currently consists of Lynn S. Birdsong, Robert M. Gavin, Duane E. Hill and Lemma W. Senbet.  The Investment Committee assists the Board in its oversight of the Funds’ investment performance and related matters.

 

The Nominating and Governance Committee currently consists of all non-interested directors of the Funds:  Hilary E. Ackermann, Lynn S. Birdsong, Robert M. Gavin, Duane E. Hill, Sandra S. Jaffee, William P. Johnston, Phillip O. Peterson and Lemma W. Senbet.  The Nominating and Governance Committee (i) screens and selects candidates to the Board of Directors, and (ii) periodically reviews and evaluates the compensation of the non-interested directors and makes recommendations to the Board of

 

39



 

Directors regarding the compensation of, and expense reimbursement policies with respect to, non-interested directors.  The Nominating and Governance Committee will consider nominees recommended by shareholders for non-interested director positions if a vacancy among the non-interested directors occurs and if the nominee meets the Committee’s criteria.

 

During the fiscal year ended October 31, 2014, the above referenced committees of the Company met the following number of times:  Audit Committee — 5 times, Investment Committee —  5 times, Nominating Committee — 3 times,   Contracts Committee — 1 time and Compliance Committee — 4 times.

 

All Directors and officers of the Company are also directors and officers of three other registered investment companies in the fund complex, which is comprised of those investment companies for which HFMC serves as investment adviser.

 

DIRECTOR QUALIFICATIONS.  The governing documents for the Company do not set forth any specific qualifications to serve as a Director.  The Charter for the Nominating and Governance Committee also does not set forth any specific qualifications, but it does set forth criteria that the Committee should consider as a minimum requirement for consideration as an independent director, including: 15 years of business or academic experience in a management, administrative or other oversight capacity; a college degree or business experience equivalent to a college degree; an ability to invest in the Funds; a person of high ethical standards; and a person able to think through and discuss complicated regulatory and financial issues and arrive at reasonable decisions on these issues on behalf of Fund shareholders.

 

The Board has concluded, based on each director’s experience, qualifications, attributes or skills, on an individual basis and in combination with those of other directors, that each director is qualified to serve as a director for the Funds.  Among the attributes and skills common to all directors are the ability to review, evaluate and discuss information and proposals provided to them regarding the Funds, the ability to interact effectively with management and service providers, and the ability to exercise independent business judgment.  The Board has considered the actual service of each director in concluding that the director should continue to serve.  Each director’s ability to perform his or her duties effectively has been attained through the director’s education and work experience, as well as service as a director for the Funds and/or other entities.  Set forth below is a brief description of the specific experience of each director.  Additional details regarding the background of each director is included in the chart earlier in this section.

 

Hilary E. Ackermann.  Ms. Ackermann has served as a director of the Hartford Funds since September 2014.  Ms. Ackermann has over twenty-five years of credit, financial and risk management experience, including serving as Chief Risk Officer at Goldman Sachs Bank USA.

 

Lynn S. Birdsong.  Mr. Birdsong has served as a director of the Hartford Funds since 2003.  He has served as Co-Chairman of the Investment Committee since 2005 and Chairman of the Investment Committee since September 2014.  Mr. Birdsong served in senior executive and portfolio management positions for investment management firms for more than twenty-five years.  He has served as a director of other mutual funds for more than ten years.

 

Robert M. Gavin.  Dr. Gavin has served as a director of the Hartford Funds (and their predecessors) since 1986.  He has served as Chairman of the Board of Directors of the Hartford Funds since 2004.  Dr. Gavin has more than twenty-two years of experience in leadership positions in higher education, including serving as president of Macalester College, St. Paul, Minnesota.

 

Duane E. Hill.  Mr. Hill has served as a director of the Hartford Funds since 2001.  He has served as the Chairman of the Nominating and Governance Committee since 2003.  Mr. Hill has more than thirty-five years experience in senior executive positions in the banking, venture capital and private equity industries.

 

Sandra S. Jaffee.  Ms. Jaffee has served as a director of the Hartford Funds since 2005.  Ms. Jaffee has more than thirty-five years of experience as a senior executive in the financial services and technology area, including serving as chairman and CEO of a leading provider of compliance/regulatory technology to financial institutions and as president and CEO of the global securities services division of a major financial services company.

 

William P. Johnston.  Mr. Johnston has served as a director of the Hartford Funds since 2005.  He has served as Chairman of the Compliance Committee since 2005.  Mr. Johnston has more than forty years of experience in senior leadership positions in the health care, investment banking and legal professions.  He currently serves as an operating executive to a global private equity and other alternative asset investment firm and serves on other boards.  He previously served as managing director and head of investment banking, CEO and vice chairman for an investment bank.

 

Phillip O. Peterson.  Mr. Peterson has served as a director of the Hartford Funds (and their predecessors) since 2000.  He has served as the Chairman of the Audit Committee since 2002.  Mr. Peterson was a partner of a major accounting firm, providing services to the investment management industry.  He has served as an independent president of a mutual fund complex, and he serves on another mutual fund board.

 

Lemma W. Senbet.  Dr. Senbet has served as a director of the Hartford Funds (and their predecessors) since 2000.  For more than thirty years, Dr. Senbet has served as a professor of finance, including serving as the Director of Center for Financial Policy and as the chair of the finance department at a major university.  He has served the finance profession in various capacities, including as a director or officer of finance associations.

 

40



 

James E. Davey.  Mr. Davey has served as a director of the Hartford Funds since 2012 and President and Chief Executive Officer of the Hartford Funds since 2010.  Mr. Davey serves as Executive Vice President of HLIC and The Hartford Financial Services Group, Inc. Additionally, Mr. Davey serves as Senior Managing Director, Manager and Chairman of the Board of HFD.  Mr. Davey also serves as Senior Managing Director, Chairman of the Board and Manager for HFMC.  Mr. Davey joined The Hartford in 2002.

 

The following table discloses the dollar range of equity securities beneficially owned by each director as of December 31, 2014 (i) in each Hartford Fund and (ii) on an aggregate basis in any registered investment companies overseen by the director within the same family of investment companies.

 

NON-INTERESTED DIRECTORS

 

NAME OF DIRECTOR

 

DOLLAR RANGE OF EQUITY
SECURITIES
IN THE FUNDS*

 

AGGREGATE DOLLAR RANGE
OF EQUITY SECURITIES IN
ALL REGISTERED INVESTMENT
COMPANIES OVERSEEN
BY DIRECTOR IN FAMILY OF
INVESTMENT COMPANIES

Hilary E. Ackermann

 

N/A

 

None

 

 

 

 

 

Lynn S. Birdsong

 

N/A

 

Over $100,000

 

 

 

 

 

Dr. Robert M. Gavin

 

N/A

 

Over $100,000

 

 

 

 

 

Duane E. Hill

 

N/A

 

Over $100,000

 

 

 

 

 

Sandra S. Jaffee

 

N/A

 

$50,001 - $100,000

 

 

 

 

 

William P. Johnston

 

N/A

 

Over $100,000

 

 

 

 

 

Phillip O. Peterson

 

N/A

 

Over $100,000

 

 

 

 

 

Lemma W. Senbet

 

N/A

 

Over $100,000

 

INTERESTED DIRECTORS

 

NAME OF DIRECTOR

 

DOLLAR RANGE OF EQUITY
SECURITIES
IN THE FUNDS

 

AGGREGATE DOLLAR RANGE
OF EQUITY SECURITIES IN
ALL REGISTERED INVESTMENT
COMPANIES OVERSEEN
BY DIRECTOR IN FAMILY OF
INVESTMENT COMPANIES

James E. Davey

 

N/A

 

Over $100,000

 


* The Funds had not commenced operations as of December 31, 2014.

 

COMPENSATION OF OFFICERS AND DIRECTORS.  The Funds pay a portion of the chief compliance officer’s compensation, but otherwise do not pay salaries or compensation to any of their officers or directors who are employed by The Hartford.  The chart below sets forth the compensation paid by the Company to the following directors for the fiscal year ended October 31, 2014 and certain other information.

 

41



 

Name of Person,
Position

 

Aggregate
Compensation From
The Hartford Mutual
Funds, Inc.

 

Pension Or
Retirement
Benefits
Accrued As
Part of Fund
Expenses

 

Estimated Annual
Benefits Upon
Retirement

 

Total Compensation From the
Fund
Complex Paid To Directors*

 

Hilary E. Ackermann, Director**

 

$

13,681

 

$

0

 

$

0

 

$

22,043

 

Lynn S. Birdsong, Director

 

$

153,295

 

$

0

 

$

0

 

$

247,000

 

Dr. Robert M. Gavin, Director

 

$

220,325

 

$

0

 

$

0

 

$

355,000

 

Duane E. Hill, Director

 

$

157,021

 

$

0

 

$

0

 

$

253,000

 

Sandra S. Jaffee, Director

 

$

151,434

 

$

0

 

$

0

 

$

244,000

 

William P. Johnston, Director

 

$

157,021

 

$

0

 

$

0

 

$

253,000

 

Phillip O. Peterson, Director

 

$

160,433

 

$

0

 

$

0

 

$

258,500

 

Lemma W. Senbet, Director

 

$

129,092

 

$

0

 

$

0

 

$

208,000

 

 


* As of October 31, 2014, five registered investment companies in the fund complex paid compensation to the Directors.

** Ms. Ackermann began serving as a Director effective September 23, 2014.

 

The sales load for Class A shares of the Funds is waived for present and former officers, directors and employees of the Company, The Hartford, the sub-adviser, the transfer agent and their affiliates.  Such waiver is designed to provide an incentive for individuals that are involved and affiliated with the Funds and their operations to invest in the Funds.

 

The Company’s Articles of Incorporation provide that the Company to the full extent permitted by Maryland General Corporate Law and the federal securities laws shall indemnify the directors and officers of the Company.  The Articles of Incorporation do not authorize the Company to indemnify any director or officer against any liability to which he or she would otherwise be subject by reason of or for willful misfeasance, bad faith, gross negligence or reckless disregard of such person’s duties.

 

42



 

CONTROL PERSONS AND PRINCIPAL SECURITY HOLDERS

 

As of May 4, 2015, the Funds had not commenced operations, and therefore, the officers and directors of the Company as a group beneficially owned no shares of any class of the Funds and, as of that date, no person held an interest in the Funds equal to 5% or more of outstanding shares of a class.

 

Control is defined by the 1940 Act as the beneficial ownership, either directly or through one or more controlled companies, of more than 25% of the voting securities of a fund.  A control person may be able to take actions regarding a fund it controls without the consent or approval of other shareholders.  As of May 4, 2015, the Funds had not commenced operations, and, therefore, there were no control persons of the Funds.

 

43



 

INVESTMENT MANAGEMENT ARRANGEMENTS

 

The Company, on behalf of each Fund, has entered into an investment management agreement with HFMC.  The investment management agreement provides that HFMC, subject to the supervision and approval of the Company’s Board of Directors, is responsible for the management of each Fund.  In addition, HFMC or its affiliate(s) provides administrative services to the Company, including personnel, services, equipment and facilities and office space for proper operation of the Company.  Although HFMC, or its affiliates, have agreed to arrange for the provision of additional services necessary for the proper operation of the Company, each Fund pays for these services directly.

 

With respect to each Fund, HFMC has entered into an investment sub-advisory agreement with Wellington Management.  Under the investment sub-advisory agreements, Wellington Management subject to the general supervision of the Company’s Board of Directors and HFMC, is responsible for (among other things) the day-to-day investment and reinvestment of the assets of such Funds and furnishing each such Fund with advice and recommendations with respect to investments and the purchase and sale of appropriate securities for each Fund.

 

As provided by the investment management agreements, each Fund pays HFMC an investment management fee which is accrued daily and paid monthly, equal on an annual basis to a stated percentage of each Fund’s average daily net assets.  With respect to each Fund, HFMC (not the Fund) pays the sub-advisory fees to the sub-adviser.

 

MANAGEMENT FEES

 

Each Fund pays a monthly management fee to HFMC based on a stated percentage of the Fund’s average daily net asset value as follows:

 

Municipal Short Duration Fund

 

AVERAGE DAILY NET ASSETS

 

ANNUAL RATE

 

First $500 million

 

0.350

%

Next $500 million

 

0.300

%

Next $1.5 billion

 

0.290

%

Next $2.5 billion

 

0.285

%

Amount Over $5 billion

 

0.280

%

 

Municipal Income Fund

 

AVERAGE DAILY NET ASSETS

 

ANNUAL RATE

 

First $500 million

 

0.350

%

Next $500 million

 

0.300

%

Next $1.5 billion

 

0.290

%

Next $2.5 billion

 

0.285

%

Amount Over $5 billion

 

0.280

%

 

ADVISORY FEE PAYMENT HISTORY

 

Because the Funds had not commenced operations as of the date of this SAI, there is no advisory fee or sub-advisory fee payment information available for the Funds.

 

HFMC has contractually agreed to limit the expenses of certain classes of the Funds by reimbursing expenses (exclusive of taxes, interest expenses, brokerage commissions, dividend and interest expenses on short sales and extradordinary expenses) to the extent necessary to maintain total annual fund operating expenses as follows:

 

Fund

 

Class A

 

Class C

 

Class I

 

Municipal Income Fund

 

0.69

%

1.44

%

0.44

%

Municipal Short Duration Fund

 

0.69

%

1.44

%

0.44

%

 

Each contractual arrangement will remain in effect until February 28, 2017, and shall renew automatically for one-year terms unless HFMC provides written notice of termination prior to the start of the next term or upon approval of the Board of Directors of the Fund.

 

Pursuant to the investment management agreements and investment sub-advisory agreements, neither HFMC nor the sub-adviser is liable to the Funds or their shareholders for an error of judgment or mistake of law or for a loss suffered by the Funds in connection with the matters to which their respective agreements relate, except a loss resulting from willful misfeasance, bad faith or gross negligence on the part of HFMC or the sub-adviser in the performance of their duties or from their reckless disregard of the obligations and duties under the applicable agreement.  The sub-adviser has agreed to indemnify HFMC to the fullest extent permitted by law against any and all loss, damage, judgment, fines, or awards paid in settlement and attorneys’ fees incurred by HFMC, which result in whole or in part from the sub-adviser’s willful misfeasance, bad faith, gross negligence or reckless disregard of its duties as specifically set forth in the sub-advisory agreements.

 

44



 

HFMC, whose business address is 5 Radnor Corporate Center, 100 Matsonford Road, Suite 300, Radnor, Pennsylvania 19087, was organized in 2012.  Excluding affiliated fund of funds, as of December 31, 2014, the Investment Manager had approximately $93.9 billion (or $73.3 billion additionally excluding certain annuity products) in discretionary and non-discretionary assets under management.

 

Wellington Management is a Delaware limited liability partnership with principal offices at 280 Congress Street, Boston, MA 02210.  Wellington Management is a professional investment counseling firm which provides investment services to investment companies, employee benefit plans, endowments, foundations and other institutions.  Wellington Management and its predecessor organizations have provided investment advisory services for over 80 years.  Wellington Management is owned by the partners of Wellington Management Group LLP, a Massachusetts limited liability partnership.  As of December 31, 2014, Wellington Management had investment management authority with respect to approximately $914 billion in assets.

 

HFMC also provides the Funds with accounting services pursuant to a fund accounting agreement by and between the Company, on behalf of their respective Funds, and HFMC.  Such fund accounting services include, but are not limited to: (i) daily pricing of portfolio securities; (ii) computation of the net asset value and the net income of the Funds in accordance with the Funds’ prospectuses and statement of additional information; (iii) calculation of dividend and capital gain distributions, if any; (iv) calculation of yields on all applicable Funds and all classes thereof; (v) preparation of various reports; and (vi) such other similar services with respect to a Fund as may be reasonably requested by the Funds. HFMC has delegated certain accounting and administrative service functions to State Street Bank and Trust Company. The costs and expenses of such delegation are paid by HFMC, not by the Funds.

 

In consideration of services rendered and expenses assumed pursuant to this agreement, the Funds pay HFMC a fee calculated at the following annual rate based on its aggregate net assets shown below.

 

Average Daily Net Assets

 

Annual Fee

 

First $5 billion

 

0.018

%

Next $5 billion

 

0.014

%

Amount Over $10 billion

 

0.010

%

 

45



 

PORTFOLIO MANAGERS

 

OTHER ACCOUNTS SUB-ADVISED OR MANAGED BY WELLINGTON MANAGEMENT PORTFOLIO MANAGERS

 

The following table lists the number and types of other accounts sub-advised or managed by Wellington Management managers and assets under management in those accounts as of March 31, 2015:

 

PORTFOLIO MANAGER

 

REGISTERED
INVESTMENT
COMPANY
ACCOUNTS

 

ASSETS
MANAGED
(in millions)

 

OTHER
POOLED
INVESTMENT
VEHICLES

 

ASSETS
MANAGED
(in millions)

 

OTHER
ACCOUNTS

 

ASSETS
MANAGED
(in millions)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Brad W. Libby

 

2

 

$

611.5

 

1

 

$

22.4

 

2

 

$

249.4

 

Timothy D. Haney

 

2

 

$

611.5

 

1

 

$

22.4

 

119

 

$

24,829.7

 

 

CONFLICTS OF INTEREST BETWEEN THE FUNDS SUB-ADVISED BY WELLINGTON MANAGEMENT PORTFOLIO MANAGERS AND OTHER ACCOUNTS

 

Individual investment professionals at Wellington Management manage multiple accounts for multiple clients. These accounts may include mutual funds, separate accounts (assets managed on behalf of institutions, such as pension funds, insurance companies, foundations, or separately managed account programs sponsored by financial intermediaries), bank common trust accounts, and hedge funds. Each Fund’s managers listed in the prospectuses who are primarily responsible for the day-to-day management of the Funds (“Investment Professionals”) generally manage accounts in several different investment styles. These accounts may have investment objectives, strategies, time horizons, tax considerations and risk profiles that differ from those of the relevant Fund. The Investment Professionals make investment decisions for each account, including the relevant Fund, based on the investment objectives, policies, practices, benchmarks, cash flows, tax and other relevant investment considerations applicable to that account. Consequently, the Investment Professionals may purchase or sell securities, including IPOs, for one account and not another account, and the performance of securities purchased for one account may vary from the performance of securities purchased for other accounts. Alternatively, these accounts may be managed in a similar fashion to the relevant Fund and thus the accounts may have similar, and in some cases nearly identical, objectives, strategies and/or holdings to that of the relevant Fund.

 

An Investment Professional or other investment professionals at Wellington Management may place transactions on behalf of other accounts that are directly or indirectly contrary to investment decisions made on behalf of the relevant Fund, or make investment decisions that are similar to those made for the relevant Fund, both of which have the potential to adversely impact the relevant Fund depending on market conditions. For example, an investment professional may purchase a security in one account while appropriately selling that same security in another account. Similarly, an Investment Professional may purchase the same security for the relevant Fund and one or more other accounts at or about the same time.  In those instances the other accounts will have access to their respective holdings prior to the public disclosure of the relevant Fund’s holdings. In addition, some of these accounts have fee structures, including performance fees, which are or have the potential to be higher, in some cases significantly higher, than the fees Wellington Management receives for managing the Funds. The Investment Professionals may also manage accounts which pay performance allocations to Wellington Management or its affiliates (as indicated in the notes to the chart above entitled “Other Accounts Sub-Advised or Managed by Wellington Management Portfolio Managers). Because incentive payments paid by Wellington Management to the Investment Professionals are tied to revenues earned by Wellington Management, and, where noted, to the performance achieved by the manager in each account, the incentives associated with any given account may be significantly higher or lower than those associated with other accounts managed by a given Investment Professional. Finally, the Investment Professionals may hold shares or investments in the other pooled investment vehicles and/or other accounts identified above.

 

Wellington Management’s goal is to meet its fiduciary obligation to treat all clients fairly and provide high quality investment services to all of its clients. Wellington Management has adopted and implemented policies and procedures, including brokerage and trade allocation policies and procedures, which it believes address the conflicts associated with managing multiple accounts for multiple clients. In addition, Wellington Management monitors a variety of areas, including compliance with primary account guidelines, the allocation of IPOs, and compliance with the firm’s Code of Ethics, and places additional investment restrictions on investment professionals who manage hedge funds and certain other accounts. Furthermore, senior investment and business personnel at Wellington Management periodically review the performance of Wellington Management’s investment professionals. Although Wellington Management does not track the time an investment professional spends on a single account, Wellington Management does periodically assess whether an investment professional has adequate time and resources to effectively manage the investment professional’s various client mandates.

 

46



 

COMPENSATION OF WELLINGTON MANAGEMENT PORTFOLIO MANAGERS

 

Wellington Management receives a fee based on the assets under management of each Fund as set forth in the Investment Sub-Advisory Agreement between Wellington Management and HFMC on behalf of each Fund. Wellington Management pays its investment professionals out of its total revenues, including the advisory fees earned with respect to each Fund. The following information is as of March 31, 2015.

 

Wellington Management’s compensation structure is designed to attract and retain high-caliber investment professionals necessary to deliver high quality investment management services to its clients. Wellington Management’s compensation of each Fund’s managers listed in the prospectuses who are primarily responsible for the day-to-day management of the Funds (“Investment Professionals”) includes a base salary and incentive components.  The base salary for each Investment Professional who is a partner (“Partner”) of Wellington Management Group LLP, the ultimate holding company of Wellington Management, is generally a fixed amount that is determined by the managing partners of Wellington Management Group LLP. The base salaries for the other Investment Professionals are determined by the Investment Professionals’ experience and performance in their roles as Investment Professionals. Base salaries for Wellington Management’s employees are reviewed annually and may be adjusted based on the recommendation of an Investment Professional’s manager, using guidelines established by Wellington Management’s Compensation Committee, which has final oversight responsibility for base salaries of employees of the firm.  Each Investment Professional managing a Hartford Fund, with the exception of Wendy Cromwell, Cheryl Duckworth, Mark Mandel, Richard Meagher, Kent Stahl and Gregg Thomas, is eligible to receive an incentive payment based on the revenues earned by Wellington Management from the relevant Fund managed by the Investment Professional and generally each other account managed by such Investment Professional. Most Investment Professionals’ incentive payment relating to the relevant Fund is linked to the gross pre-tax performance of the portion of the Fund managed by the Investment Professional compared to the benchmark index and/or peer group identified below over one and three year periods, with an emphasis on three year results. In 2012, Wellington Management began placing increased emphasis on long-term performance and is phasing in a five-year performance comparison period, which will be fully implemented by December 31, 2016.  Wellington Management applies similar incentive compensation structures (although the benchmarks or peer groups, time periods and rates may differ) to other accounts managed by these Investment Professionals, including accounts with performance fees. The incentive paid to Scott I. St. John and Lucius T. Hill, which has no performance-related component, is based on the revenues earned by Wellington Management.

 

Portfolio-based incentives across all accounts managed by an investment professional can, and typically do, represent a significant portion of an investment professional’s overall compensation; incentive compensation varies significantly by individual and can vary significantly from year to year. The Investment Professionals may also be eligible for bonus payments based on their overall contribution to Wellington Management’s business operations. Senior management at Wellington Management may reward individuals as it deems appropriate based on other factors. Each Partner is eligible to participate in a Partner-funded tax qualified retirement plan, the contributions to which are made pursuant to an actuarial formula.  The following individuals are Partners as of March 31, 2015:

 

Kenneth L. Abrams

Christopher A. Jones

Mario E. Abularach

John C. Keogh

Steven C. Angeli

Donald J. Kilbride

Matthew G. Baker

Ian R. Link

Jean-Marc Berteaux

Mark T. Lynch

Frank J. Boggan

Dan Maguire

John A. Boselli

Joseph F. Marvan

Edward P. Bousa

Kirk J. Mayer

Michael T. Carmen

James N. Mordy

Frank D. Catrickes

Stephen Mortimer

Mammen Chally

Tieu-Bich Nguyen

David Chang

David Palmer

Nicolas M. Choumenkovitch

Saul J. Pannell

Andrew Corry

W. Michael Reckmeyer, III

Wendy M. Cromwell

Jamie A. Rome

Robert L. Deresiewicz

Philip W. Ruedi

Cheryl M. Duckworth

John R. Ryan

Scott M. Elliott

James H. Shakin

Robert L. Evans

Timothy E. Smith

Ann C. Gallo

John Soukas

Michael Garrett

Scott I. St. John

Brian M. Garvey

Michael E. Stack

Campe Goodman

Kent M. Stahl

Stephen A. Gorman

Tara Connolly Stilwell

Karen H. Grimes

Mark H. Sullivan

Timothy D. Haney

Gregg R. Thomas

Peter I. Higgins

Simon H. Thomas

Lucius T. Hill

Donald S. Tunnell

Jean M. Hynes

James W. Valone

 

47



 

Wellington Management’s incentive payments to the following Investment Professionals are based on comparisons of each Investment Professional’s performance relative to the following benchmark and/or relevant peer group as of March 31, 2015, which are used to measure one, three and five year performance, except where noted:

 

FUND

 

BENCHMARK(S) / PEER GROUPS FOR INCENTIVE PERIOD

Municipal Income Fund

 

 

Barclays Municipal Bond Index (80%); Barclays High Yield Municipal Bond Index (20%)

Morningstar National Long

Lipper General Municipal Debt

Municipal Short Duration Fund

 

Barclays Municipal Bond Short 1-5 Year Index

Morningstar Municipal National Short

Lipper Short Municipal Debt

 

EQUITY SECURITIES BENEFICIALLY OWNED BY WELLINGTON MANAGEMENT PORTFOLIO MANAGERS

 

As of the date of this SAI, the Funds had not commenced operations and, therefore, no portfolio manager owned any shares of either Fund.

 

48



 

PORTFOLIO TRANSACTIONS AND BROKERAGE

 

The Company has no obligation to deal with any dealer or group of dealers in the execution of transactions in portfolio securities.

 

Subject to any policy established by the Company’s Board of Directors and HFMC, the sub-adviser is primarily responsible for the investment decisions of each Fund and the placing of its portfolio transactions.  In placing brokerage orders, it is the policy of each Fund to obtain the most favorable net results, taking into account various factors, including price, dealer spread or commission, if any, size of the transaction and difficulty of execution.  While the sub-adviser generally seeks reasonably competitive spreads or commissions, the Funds do not necessarily pay the lowest possible spread or commission.  HFMC may instruct the sub-adviser to direct certain brokerage transactions, using best efforts, subject to obtaining best execution, to broker/dealers in connection with a commission recapture program used to defray fund expenses for the Funds.

 

The sub-adviser generally deals directly with the dealers who make a market in the securities involved (unless better prices and execution are available elsewhere) if the securities are traded primarily in the over-the-counter market.  Such dealers usually act as principals for their own account.  On occasion, securities may be purchased directly from the issuer.  In addition, the sub-adviser may effect certain “riskless principal” transactions through certain dealers in the over-the-counter market under which “commissions” are paid on such transactions.  Bonds and money market securities are generally traded on a net basis and do not normally involve either brokerage commissions or transfer taxes.

 

While the sub-adviser seeks to obtain the most favorable net results in effecting transactions in a Fund’s portfolio securities, broker-dealers who provide investment research to the sub-adviser may receive orders for transactions from the sub-adviser.  Such research services ordinarily consist of assessments and analyses of or affecting the business or prospects of a company, industry, economic sector or financial market.  To the extent consistent with Section 28(e) of the Securities Exchange Act of 1934 (the “1934 Act”), the sub-adviser may cause a Fund to pay a broker-dealer that provides “brokerage and research services” (as defined in the 1934 Act) to the sub-adviser an amount in respect of securities transactions for the Fund in excess of the amount that another broker-dealer would have charged in respect of that transaction.  Information so received is in addition to and not in lieu of the services required that the sub-adviser must perform under the applicable investment sub-advisory agreement.  In circumstances where two or more broker-dealers are equally capable of providing best execution, the sub-adviser may, but is under no obligation to, choose the broker-dealer that provides superior research or analysis as determined by the sub-adviser in its sole discretion.  The management fees paid by the Funds are not reduced because the sub-adviser, or its affiliates, receive these services even though they might otherwise be required to purchase some of these services for cash.  Some of these services are of value to the sub-adviser, or its affiliates, in advising various of their clients (including the Funds), although not all of these services are necessarily useful and of value in managing the Funds.

 

To the extent that accounts managed by the sub-adviser are simultaneously engaged in the purchase of the same security as a Fund, then, as authorized by the Company’s Board of Directors, available securities may be allocated to the Fund and another client account and may be averaged as to price in a manner determined by the sub-adviser to be fair and equitable.  Such allocation and pricing may affect the amount of brokerage commissions paid by such Funds.  In some cases, this system might adversely affect the price paid by a Fund (for example, during periods of rapidly rising or falling interest rates) or limit the size of the position obtainable for a Fund (for example, in the case of a small issue).

 

Accounts managed by the sub-adviser (or its affiliates) may hold securities held by a Fund.  Because of different investment objectives or other factors, a particular security may be purchased by the sub-adviser for one client when one or more other clients are selling the same security.

 

Because the Funds had not commenced operations as of the date of this SAI, no information regarding brokerage commissions paid is available.

 

Because the Funds had not commenced operations as of the date of this SAI, no information regarding brokerage commissions paid to firms selected in recognition of research services is available.

 

Because the Funds had not commenced operations as of the date of this SAI, no information regarding the Funds’ regular brokers or dealers (as defined under Rule 10b-1 of the 1940 Act) is available.

 

49



 

FUND EXPENSES

 

EXPENSES OF THE FUNDS.  Each Fund pays its own expenses including, without limitation: (1) expenses of maintaining the Fund and continuing its existence; (2) registration of the Fund under the 1940 Act; (3) auditing, accounting and legal expenses; (4) taxes and interest; (5) governmental fees; (6) expenses of issue, sale, repurchase and redemption of Fund shares; (7) expenses of registering and qualifying the Fund and its shares under federal and state securities laws and of preparing and printing prospectuses for such purposes and for distributing the same to shareholders and investors, and fees and expenses of registering and maintaining registrations of the Fund and of the Fund’s principal underwriter, if any, as broker-dealer or agent under state securities laws; (8) expenses of reports and notices to shareholders and of meetings of shareholders and proxy solicitations thereof; (9) expenses of reports to governmental officers and commissions; (10) insurance expenses; (11) fees, expenses and disbursements of custodians for all services to the Fund; (12) fees, expenses and disbursements of transfer agents, dividend disbursing agents, shareholder servicing agents and registrars for all services to the Fund; (13) expenses for servicing shareholder accounts; (14) any direct charges to shareholders approved by the directors of the Fund; (15) compensation and expenses of directors of the Fund, other than those who are also officers of The Hartford; and (16) such nonrecurring items as may arise, including expenses incurred in connection with litigation, proceedings and claims and the obligation of the Fund to indemnify its directors and officers with respect thereto.

 

50



 

DISTRIBUTION ARRANGEMENTS

 

GENERAL

 

Hartford Funds Distributors, LLC (“HFD” or the “distributor”) serves as the principal underwriter for each Fund pursuant to Underwriting Agreements initially approved by the Company’s Board of Directors.  HFD is a registered broker-dealer and member of the Financial Industry Regulatory Authority (“FINRA”).  Shares of each Fund are continuously offered and sold by selected broker-dealers who have selling agreements with HFD.  Except as discussed below under “Distribution Plans,” HFD bears all the expenses of providing services pursuant to the Underwriting Agreements, including expenses relating to the distribution of prospectuses for sales purposes and any advertising or sales literature.  The Underwriting Agreements continue in effect for two years from initial approval and for successive one-year periods thereafter, provided that each such continuance is specifically approved (1) by the vote of a majority of the directors of the Company, including a majority of the directors who are not parties to the Underwriting Agreements or interested persons (as defined in the 1940 Act) of the Company, or (2) by the vote of a majority of the outstanding voting securities of a Fund.  HFD is not obligated to sell any specific amount of shares of any Fund.

 

HFD is authorized by the Company to receive purchase and redemption orders on behalf of the Funds.  HFD has authorized one or more financial services institutions and/or qualified plan intermediaries to receive purchase and redemption orders on behalf of the Funds, subject to the Funds’ policies and procedures with respect to frequent purchases and redemptions of Fund shares and applicable law.  In these circumstances, a Fund will be deemed to have received a purchase or redemption order when an authorized financial services institution and/or qualified plan intermediary receives the order.  Orders will be priced at that Fund’s next net asset value computed after the orders are received by an authorized financial services institution and/or qualified plan intermediary and accepted by the Fund.  Each Fund’s net asset value is determined in the manner described in that Fund’s prospectus.

 

ADDITIONAL COMPENSATION PAYMENTS TO FINANCIAL INTERMEDIARIES.  As stated in the prospectuses, HFMC and/or its affiliates make additional compensation payments out of their own assets to Financial Intermediaries to encourage the sale of Hartford Funds’ shares (“Additional Payments”).  These payments, which are in addition to commissions and Rule 12b-1 fees, may create an incentive for your Financial Intermediary to sell and recommend certain investment products, including the Funds, over other products for which it may receive less compensation.  You may contact your Financial Intermediary if you want information regarding the payments it receives.

 

The amount of any Additional Payments made to a Financial Intermediary is generally based on one or more of the following criteria: (i) the average net assets of Hartford Funds that are attributed to that Financial Intermediary; (ii) the amount of Hartford Fund assets held for over one year by customers of that Financial Intermediary; (iii) the amount of Hartford Fund shares sold through that Financial Intermediary; and (iv) the mix of equity and fixed income funds sold through that Financial Intermediary.  The annual amount of Additional Payments made to any one Financial Intermediary is normally not expected to (although it may from time to time) exceed 0.12% of the average net assets of Hartford Funds that are attributed to that Financial Intermediary.  For the calendar year ended December 31, 2014, HFMC and its affiliates incurred approximately $39.3 million in total Additional Payments to Financial Intermediaries.

 

Additional Payments may be used for various purposes and take various forms, such as:

 

·                                  Payments for putting Hartford Funds on a Financial Intermediary’s list of mutual funds available for purchase by its customers;

 

·                                  Payments for including Hartford Funds within a group that receives special marketing focus or placing Hartford Funds on a “preferred list”;

 

·                                  “Due diligence” payments for a Financial Intermediary’s examination of Hartford Funds and payments for providing extra employee training and information relating to Hartford Funds;

 

·                                  “Marketing support fees” for providing assistance in promoting the sale of Hartford Fund shares;

 

·                                  Sponsorships of sales contests and promotions where participants receive prizes such as travel awards, merchandise, cash or recognition;

 

·                                  Provision of educational programs, including information and related support materials;

 

·                                  Provision of computer hardware and software; and

 

·                                  Occasional meals and entertainment, tickets to sporting events, nominal gifts and travel and lodging (subject to applicable rules and regulations).

 

As of January 1, 2015, HFMC and/or its affiliates have entered into ongoing contractual arrangements to make Additional Payments to the Financial Intermediaries listed below: FSC Securities Corp.; Royal Alliance Associates, Inc.; Sagepoint Financial; Ameriprise Financial Services, Inc.;  BancWest Investment Services; Cadaret Grant & Co., Inc.; Cambridge Investment Research Inc.; CCO Investment Services Corp.; Cetera Financial Group; Charles Schwab & Co., Inc.; Chase Investment Services Corp.; Commonwealth Financial Network; CUSO Financial Services, L.P.; Edward D. Jones & Co.; First Allied Securities, Inc.; First Citizens Investor Services, Inc.; Frost Brokerage Services, Inc.; H.D. Vest Investment Services.; Hilliard Lyons; Huntington Investment Co.;

 

51



 

Investment Professionals, Inc.; Janney Montgomery Scott; Lincoln Financial Securities Corp.; Lincoln Financial Advisors Group; LPL Financial Corp.; M&T Securities Inc.; Merrill Lynch, Pierce, Fenner & Smith Incorporated; Mid Atlantic Capital Corporation; Morgan Stanley Smith Barney; National Financial Services; Invest Financial Corporation; Investment Centers of America; National Planning Corporation; SII Investments Inc.; Newbridge Securities; NEXT Financial Group, Inc.; Oppenheimer & Co, Inc.; Pershing LLC; Raymond James & Associates Inc. and Raymond James Financial Services, Inc.; RBC Capital Markets Corporation; Robert W. Baird; Securities America, Inc.; Stifel, Nicolaus & Company, Inc.; Summit Brokerage Services; Suntrust Investment Services; UBS Financial Services Inc.; U.S. Bancorp Investments Inc.; Voya Financial; and Wells Fargo.  The Investment Manager and/or its affiliates may in the future enter into similar ongoing contractual arrangements with other Financial Intermediaries.

 

In addition to the Financial Intermediaries listed above, listed below are all Financial Intermediaries that received Additional Payments with at least a $500 value in 2014 for items such as sponsorship of meetings, education seminars and travel and entertainment, whether or not an ongoing contractual relationship exists (Financial Intermediaries receiving less than $100 value have not been included). 401k Advisors; Accelerated Capital Group;  ADP; Affinity Wealth Management; AIG; Allen & Company of Florida Inc.; Alliant Insurance Services; Amegy Bank Advisors; American Portfolios Financial Services; Ameriprise Financial Services; AMPF; Argent Wealth Management; Ascensus; Ausdal Financial Partners Inc.; Axa Advisors, LLC; B.C. Ziegler and Company; Ballentine Partners; Barclays Capital Inc.; Bashaw & Atherton; Bay Mutual Financial LLC; BB&T Investment Services, Inc.; Berkshire Advisors, Inc.; BMO Harris; Bristol Financial Services Inc.; Cadaret Grant & Co Inc.; Cambridge Investment Research, Inc.; Canby Financial Advisors; Capital Analysts, Inc.; Casey Quirk; Centaurus Financial Inc.; Cetera Advisors LLC; Cetera Financial Specialists LLC; Cetera Investment Services LLC; Charles Schwab & Company, Inc.; Chase Investment Services Corp.; Citigroup Global Markets Inc.; Commonwealth Financial Network; Consolidated Planning Corp.; Cornerstone Wealth Management; Creative Financial Group; Credit Suisse Securities LLC; Cuna Brokerage Services; Cuso Financial Services; D.A. Davidson & Company; Davenport & Co. LLC; Dean Barber Financial; Deutsche Bank Securities Inc.; Edward Jones; EnRich Financial Partners; Equity Services Inc.; Essex National Securities, Inc.; Executive Monetary Management, Inc.; Feltz Wealthplan, Inc.; Fidelity; Fifth Third Securities, Inc.; Financial Network Investment Corp.; Financial Telesis, Inc.; First Allied Securities; First Citizens Investor Services Inc.; First Financial Equity Corp.; First Heartland Capital Inc.; First Tennessee Brokerage, Inc.; Franklin Funds; Frost Brokerage Services Inc.; FSC Securities Corporation; FTB Advisors Inc.; Garden State Securities, Inc.; Geneos Wealth Management, Inc.; Goss Wealth Management; Great-West Retirement Services; H. Beck Inc.; H.D. Vest Investment Services; Hartford Funds Distributors; Heim Young & Associates, Inc.; Hightower Securities, LLC; Hornor Townsend Kent Inc.; Independent Financial Group, LLC; Infinex Investment, Inc.; Integrity Financial Corporation; Invest Financial Corp.; Investacorp, Inc.; Investment Centers of America; Investment Professionals, Inc.; Investors Capital Corp.; Hilliard Lyons; J.P. Morgan Securities, LLC; J.P. Turner & Co. LLC; Janney Montgomery Scott, Inc.; Jeffries; JHS Capital Advisors, Inc.; Kistler-Tiffany Advisors; KMS Financial Services, Inc.; Kovack Securities, Inc.; KSP Financial Consultants; Laurus Wealth Management; Lightship Wealth Strategies, Inc.; Lincoln Financial Advisors Corp.; Lockton Financial Advisors LLC; LPL Financial Corporation; M&T Securities Inc.; M Holdings Securities, Inc.; Matrix Clearing and Settlement; McDavitt Wealth Management; Means Investment Company, Inc.; Mercer Investment Consulting, Inc.; Merrill Lynch Inc.; Metlife Securities Inc.; MidAmerica Financial Services Inc.; MIT AgeLab; MML Distributors, LLC; Morgan Stanley Smith Barney LLC; Morningstar Investment Serv. Inc.; Mosby Lincoln; Moss Adams Wealth Advisors LLC; Mutual Securities Inc.; National Planning Corporation; NEPC; New England Securities Corp.; New York Life Retirement Plan Services; Newport Group; Next Financial Group Inc.; NFP Securities, Inc.; Northwestern Mutual Investment Services; Nova Financial Services; One North Wealth Services; OneAmerica; Oppenheimer & Co., Inc.; Peachtree Wealth Advisors, Inc.; Pension Corporation of America; Pinnacle Investments, LLC; Plant & Moran Financial Advisors; PNC Investments LLC; Presidio Financial Services; Prime Capital Services, Inc.; Primevest Financial Services; Principal Financial Services Corp.; Princor Financial Services Corp.; Private Client Services LLC; ProEquities Inc.; Prospera Financial Services; Pruco Securities LLC; Purshe Kaplan Sterling Investments; Questar Capital Corp.; Raymond James & Associates, Inc.; Raymond James Financial Services, Inc.; RBC Capital Markets Corp.; Reliance Wealth & Trust Partners, LLC; Retirement Solutions; Robert W. Baird & Co. Inc.; Rogan & Associates, Inc.; Royal Alliance Associates, Inc.; SagePoint Financial, Inc.; Sageview Advisory Group, LLC; Santander Securities LLC; Sapient Nitro;  Scott & Stringfellow, Inc.; Securities America, Inc.; Securities Service Network; Sigma Financial Corp.; Signator Investors Inc.; SII Investments Inc.; Soltis Investment Advisors; Sontag Advisory, LLC; SSWM; Stephens Inc.; Sterne Agee Financial Services; Stifel, Nicolaus & Co., Inc.; Stockcross Financial Services, Inc.; Summit Brokerage Services Inc.; SunTrust Investment Services, Inc.; SWBC Investment Services, LLC; T2 Asset Management, LLC; Ten Capital Investment Advisors LLC; The Huntington Investment Company; The Patriot Financial Group; The Philadelphia Group; Thoroughbred Financial Services, LLC; Thrivent Investment Management Inc.; Tower Square Securities, Inc.; Transamerica Financial Advisors, Inc.; Triad Advisors Inc.; UBS Financial Services, Inc.; Umpqua Investments Inc.; US Bancorp Investments; US Bank; USA Financial Securities Corp.; Voya Financial; VSR Financial Services, Inc.; Waddell & Reed Inc.; Washington Financial Group; Wealth Management Systems; Wedbush Morgan Securities Inc.; Wellington Management Company; Wells Fargo Advisors, LLC; West Virginia State Treasurer’s Office; Westside Investment Management, LLC; Wintrust Capital Management; Woodbury Financial Services, Inc.; Wunderlich Securities Inc.

 

COMMISSIONS TO DEALERS

 

Because the Funds had not commenced operations as of the date of this SAI, there is no information regarding the aggregate dollar amount of commissions received by HFD for the sale of Fund shares.

 

Generally, commissions on sales of Class A shares are reallowed to broker-dealers as follows:

 

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AMOUNT OF PURCHASE 

 

FRONT-END SALES CHARGE
AS A PERCENTAGE OF
OFFERING PRICE

 

FRONT-END SALES CHARGE
AS A PERCENTAGE OF
AMOUNT INVESTED

 

COMMISSION AS
PERCENTAGE OF OFFERING
PRICE

 

Less than $50,000

 

4.50

%

4.71

%

3.75

%

$50,000 or more but less than $100,000

 

4.00

%

4.17

%

3.50

%

$100,000 or more but less than $250,000

 

3.50

%

3.63

%

3.00

%

$250,000 or more but less than $500,000

 

2.50

%

2.56

%

2.00

%

$500,000 or more but less than $1 million

 

2.00

%

2.04

%

1.75

%

$1 million or more(1)

 

0

%

0

%

0

%

 


(1)         Investments of $1 million or more in Class A shares may be made with no front-end sales charge.  However, there is a contingent deferred sales charge (CDSC) of 1% on any shares sold within 18 months of purchase.  For purposes of this CDSC, all purchases made during a calendar month are counted as having been made on the first day of that month.  The CDSC is based on the lesser of the original purchase cost or the current market value of the shares being sold and is not charged on shares you acquired by reinvesting your dividends and capital gain distributions.  To keep your CDSC as low as possible, each time you place a request to sell shares we will first sell any shares in your account that are not subject to a CDSC.

 

HFD may pay up to the entire amount of the sales commission to particular broker-dealers.  HFD also may pay dealers of record commissions on purchases of over $1 million in an amount of up to 1.00% on the first $10 million, 0.50% of the next $30 million, 0.25% of share purchases over $40 million.  Commissions are based on cumulative investments over the life of the account with no adjustment for redemptions, transfers, or market declines.  For example, if a shareholder has accumulated investments in excess of $30 million (but less than $40 million) and subsequently redeems all or a portion of the account(s), purchases following the redemption will generate a dealer commission of 0.50%.

 

HFD pays commissions to dealers of up to 1% of the purchase price of Class C shares purchased through dealers.

 

HFD’s principal business address is 5 Radnor Corporate Center, 100 Matsonford Road, Suite 300, Radnor, Pennsylvania 19087.  HFD is an indirect subsidiary of The Hartford.  The Hartford may be deemed to control HFD through its indirect ownership of HFD.

 

DISTRIBUTION PLANS

 

The Board has approved the adoption of a separate distribution plan (each, a “Plan”) pursuant to Rule 12b-1 under the 1940 Act for Class A and Class C shares.  HFD or its affiliates are entitled to retain all service fees payable for which there is no dealer of record or for which qualification standards have not been met as partial consideration for personal services and/or account maintenance services performed by HFD or its affiliates for shareholder accounts.

 

CLASS A PLAN.  Pursuant to the Class A Plan, a Fund may pay HFD a fee of up to 0.25% of the average daily net assets attributable to Class A shares for distribution financing activities and shareholder account servicing activities.  The entire amount of the fee may be used for shareholder servicing expenses and/or distribution expenses.

 

CLASS C PLAN.  Pursuant to the Class C Plan, a Fund may pay HFD a fee of up to 1.00% of the average daily net assets attributable to Class C shares for distribution financing activities, and up to 0.25% may be used for shareholder account servicing activities.  HFD will advance to dealers the first-year service fee at a rate equal to 0.25% of the amount invested.  As compensation for such advance, HFD may retain the service fee paid by a Fund with respect to such shares for the first year after purchase.  Dealers will become eligible for additional service fees with respect to such shares commencing in the thirteenth month following purchase.  Brokers may from time to time be required to meet certain other criteria in order to receive service fees.  The Class C Plan also provides that HFD will receive all contingent deferred sales charges attributable to Class C shares.

 

GENERAL.  Distribution fees paid to HFD may be spent on any activities or expenses primarily intended to result in the sale of the Company’s shares including, but not limited to:  (a) payment of initial and ongoing commissions and other compensation payments to brokers, dealers, financial institutions or others who sell each Fund’s shares; (b) compensation to employees of HFD; (c) compensation to and expenses, including overhead such as communications and telephone, training, supplies, photocopying and similar types of expenses, of HFD incurred in the printing and mailing or other dissemination of all prospectuses and statements of additional information; and (d) the costs of preparation, printing and mailing reports used for sales literature and related expenses, advertisements and other distribution related expenses (including personnel of HFD). Service fees paid under the Plans are payments for the provision of personal service and/or the maintenance of shareholder accounts.  These Plans are considered compensation type plans, which means that the Funds pay HFD the entire fee regardless of HFD’s expenditures.  Even if HFD’s actual expenditures exceed the fee payable to HFD at any given time, the Funds will not be obligated to pay more than that fee.  If HFD’s actual expenditures are less than the fee payable to HFD at any given time, HFD may realize a profit from the arrangement.

 

In accordance with the terms of the Plans, HFD provides to each Fund, for review by the Company’s Board of Directors, a quarterly written report of the amounts expended under the respective Plans and the purpose for which such expenditures were made.  In its quarterly review of the Plans, the Company’s Board of Directors reviews the level of compensation the Plans provide.

 

The Plans were adopted by a majority vote of the Board of Directors of the Company, including at least a majority of directors who are not, and were not at the time they voted, interested persons of the applicable Funds as defined in the 1940 Act and do not and did not have any direct or indirect financial interest in the operation of the Plans, cast in person at a meeting called for the purpose of voting on the Plans.  In approving the Plans, the directors identified and considered a number of potential benefits that

 

53



 

the Plans may provide to the Funds and their shareholders, including shareholder servicing, the potential to increase assets and possibly benefit from economies of scale, the potential to avoid a decrease in assets through redemption activity, the ability to sell shares of the Funds through adviser and broker distribution channels, and the ability to provide investors with an alternative to paying front end sales loads.  The Board of Directors of the Company believes that there is a reasonable likelihood that the Plans will benefit each applicable Fund and its current and future shareholders.  Under their terms, the Plans remain in effect from year to year provided such continuance is approved annually by vote of the directors of the Board in the manner described above.  The Plans may not be amended to increase materially the amount to be spent for distribution without approval of the shareholders of the Fund affected thereby, and material amendments to the Plans must also be approved by the Board of Directors in the manner described above.  A Plan may be terminated at any time, without payment of any penalty, by vote of the majority of the directors of the Board who are not interested persons of the Funds and have no direct or indirect financial interest in the operations of the Plan, or by a vote of a “majority of the outstanding voting securities” of the Fund affected thereby.  A Plan will automatically terminate in the event of its assignment.

 

Because the Funds had not commenced operations as of the date of this SAI, no information regarding the 12b-1 fees paid is available.

 

54



 

PURCHASE AND REDEMPTION OF SHARES

 

For information regarding the purchase of Fund shares, see “How to Buy and Sell Shares — Buying Shares” in the Funds’ prospectuses.

 

AVAILABILITY OF CLASS A SALES CHARGE WAIVERS.  The availability to you of any Class A sales charge waiver may depend upon the policies, procedures and trading platforms of your financial intermediary.  For more information, contact your financial intermediary.

 

EXEMPTIONS FROM SUBSEQUENT INVESTMENT MINIMUMS FOR OMNIBUS ACCOUNTS.  Certain accounts held on the Funds’ books, known as omnibus accounts, contain multiple underlying accounts that are invested in shares of the Funds.  These underlying accounts are maintained by entities such as financial intermediaries and are subject to the applicable initial purchase minimums as described in the prospectuses.  However, in the case where the entity maintaining these accounts aggregates the accounts’ purchase orders for Fund shares, such accounts are not required to meet the minimum amount for subsequent purchases.

 

For a description of how a shareholder may have a Fund redeem his/her shares, or how he/she may sell shares, see “About Your Account — Selling Shares” in the Funds’ prospectuses.

 

RIGHTS OF ACCUMULATION.  Each Fund offers to all qualifying investors rights of accumulation under which investors are permitted to purchase Class A shares of any Hartford Fund (other than series of Hartford Series Fund, Inc. and Hartford HLS Series Fund II, Inc. (“Hartford HLS Funds”)) and 529 college savings plan accounts administered by The Hartford at the price applicable to the total of: (a) the dollar amount then being purchased plus (b) an amount equal to the then-current, as of the business day immediately prior to such purchases, net asset value of the purchaser’s holdings of all shares (other than Class R3, Class R4, Class R5, Class R6 and Hartford HLS Funds) and 529 college savings plan accounts administered by The Hartford. For purposes of the rights of accumulation program, the purchaser may include all shares owned by family members. The definition of family member varies depending upon when the purchaser opened the account.  For accounts opened on or after August 16, 2004, a family member is the owner’s spouse (or legal equivalent recognized under state law) and any children under 21.  For accounts opened before August 16, 2004, a family member is an owner’s spouse (or legal equivalent recognized under state law), parent, grandparent, child, grandchild, brother, sister, step-family members and in-laws.  As of August 16, 2004, account values invested in fixed annuity, variable annuity and variable life insurance products will no longer be considered towards the accumulation privilege for Class A shares.  Acceptance of the purchase order is subject to confirmation of qualification.  Employer sponsored retirement plans or certain tax qualified retirements accounts may also receive these breakpoints as long as the transfer agent or the financial intermediary is notified at the time of purchase.  The rights of accumulation may be amended or terminated at any time as to subsequent purchases.  HASCO, The Hartford Mutual Funds, Inc. and The Hartford Mutual Funds II, Inc.’s transfer agent, must be notified by you or your broker each time a qualifying purchase is made.

 

LETTER OF INTENT.  Any person may qualify for a reduced sales charge on purchases of Class A shares made within a thirteen-month period pursuant to a Letter of Intent (“LOI”).  Class A shares acquired through the reinvestment of distributions do not constitute purchases for purposes of the LOI.  A Class A shareholder may include, as an accumulation credit towards the completion of such LOI, the value of all shares of all Funds of The Hartford Mutual Funds, Inc., The Hartford Mutual Funds II, Inc. and 529 college savings plan accounts administered by The Hartford owned by the shareholder as described above under “Rights of Accumulation.”  Such value is determined based on the public offering price on the date of the LOI.  During the term of a LOI, HASCO will hold shares in escrow to secure payment of the higher sales charge applicable for shares actually purchased if the indicated amount on the LOI is not purchased.  Dividends and capital gains will be paid on all escrowed shares and these shares will be released when the amount indicated on the LOI has been purchased.  A LOI does not obligate the investor to buy or the Fund to sell the indicated amount of the LOI.  If a Class A shareholder exceeds the amount specified in the LOI and reaches an amount that would qualify for a further quantity discount, the applicable breakpoints in the Class A shares’ sales charge schedule will be applied to such additional Class A share purchases.  Any resulting difference in offering price will be used to purchase additional Class A shares for the shareholder’s account at the applicable offering price.  If the specified amount of the LOI is not purchased, the shareholder shall remit to HASCO an amount equal to the difference between the sales charge paid and the sales charge that would have been paid had the aggregate purchases been made at a single time.  If the Class A shareholder does not pay such difference in sales charge within thirty days after a written request by HASCO, HASCO will redeem an appropriate number of escrowed shares in order to realize such difference. Purchases based on a LOI may include holdings as described above under “Rights of Accumulation.”  Additional information about the terms of the LOI is available from your registered representative or from HASCO at 1-888-843-7824.  HASCO must be notified by you or your broker each time a qualifying purchase is made.

 

SYSTEMATIC WITHDRAWAL PLAN (SWP).  The SWP is designed to provide a convenient method of receiving fixed payments at regular intervals from a Fund deposited by the applicant under this SWP.  The applicant must deposit or purchase for deposit shares of the Fund having a total value of not less than $5,000.  Periodic withdrawals of $50 per Fund or more will be sent to the applicant, or any person designated by him, monthly or quarterly.

 

Any income dividends or capital gains distributions on shares under the SWP will be credited to the SWP account on the payment date in full and fractional shares at the net asset value per share in effect on the record date.

 

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SWP payments are made from the proceeds of the redemption of shares deposited in a SWP account.  Redemptions are potentially taxable transactions to shareholders.  To the extent that such redemptions for periodic withdrawals exceed dividend income reinvested in the SWP account, such redemptions will reduce and may ultimately exhaust the number of shares deposited in the SWP account.  In addition, the amounts received by a shareholder cannot be considered as an actual yield or income on his or her investment because part of such payments may be a return of his or her capital.

 

The SWP may be terminated at any time (1) by written notice to the Fund or from the Fund to the shareholder, (2) by telephone requests to the Fund by the registered owner, (3) upon receipt by the Fund of appropriate evidence of the shareholder’s death, (4) if the Fund is unable to obtain an accurate address for your account or (5) when all shares under the SWP have been redeemed.  Each Fund pays the fees associated with maintaining the SWPs.

 

SPECIAL REDEMPTIONS.  Although it would not normally do so, each Fund has the right to pay the redemption price of shares of the Fund in whole or in part in portfolio securities as prescribed by the Company’s directors.  When the shareholder sells portfolio securities received in this fashion, he/she would incur a brokerage charge.  Any such securities would be valued for the purposes of making such payment at the same value as used in determining net asset value.  The Funds have elected to be governed by Rule 18f-1 under the 1940 Act, pursuant to which each Fund is obligated to redeem shares solely in cash up to the lesser of $250,000 or 1% of the net asset value of the applicable Fund during any 90-day period for any one account.

 

EXCHANGES. This section supplements the section entitled “Exchanging Shares” in each Fund’s prospectus.  Under certain circumstances, Class A shares of a Fund may be exchanged for Class I shares of the same Fund if you become eligible to purchase Class I shares.  Similarly, if you hold Class C shares of a Fund and subsequently open a proprietary, fee-based or wrap account with a financial intermediary that has an agreement with HFD, you may exchange your Class C shares for Class I shares of the same Fund provided that the Class C shares are no longer subject to a CDSC and the conditions for investing in Class I shares described in the applicable Fund prospectus are satisfied.  All exchanges are made at net asset value.

 

HFD reserves the right at any time in its sole discretion to modify the exchange privilege in certain circumstances.  All exchanges are subject to meeting investment minimum or eligibility requirements.  Please consult your financial advisor to discuss tax implications, if any, on an exchange.

 

DEFERRED SALES CHARGE ON CLASS A and CLASS C.  Investments in Class C shares are purchased at net asset value per share without the imposition of an initial sales charge so that the full amount of the purchase payment is invested in the Fund.

 

Class A shares that were purchased without a front-end sales charge and are redeemed within eighteen months of purchase and Class C shares that are redeemed within one year of purchase are subject to a CDSC at the rates set forth in the prospectuses as a percentage of the dollar amount subject to the CDSC.  The charge is assessed on an amount equal to the lesser of the current market value or the original purchase cost of the Class A or Class C shares being redeemed.  No CDSC is imposed on increases in account value above the initial purchase prices, including all shares derived from reinvestment of dividends or capital gains distributions.

 

The amount of the CDSC, if any, varies depending on how long the shares were held before redemption of such shares.  Solely for purposes of determining the holding period for purchases of Class C shares during a month, all payments during a month will be aggregated and deemed to have been made on the first day of the month.  The CDSC will be calculated in a manner that results in the lowest applicable rate being charged.  To determine whether a CDSC applies, a Fund redeems shares in the following order:  (1) shares representing an increase over the original purchase cost; (2) shares acquired through reinvestment of dividends and capital gains distributions; and (3) Class C shares held over 1 year.

 

When requesting a redemption the specified dollar amount will be redeemed from your account plus any applicable CDSC.  If you do not want any additional amount withdrawn from your account please indicate that the applicable CDSC should be withdrawn from the total distribution amount requested.

 

Proceeds from the CDSC are paid to the distributor and are used in whole or in part by the distributor to defray its expenses related to providing distribution-related services to the Funds in connection with the sale of the Class A and Class C shares, such as the payment of compensation to select selling brokers for selling these classes of shares.  The combination of the CDSC and the distribution and service fees facilitates the ability of the applicable Fund to sell the Class C shares without a sales charge being deducted, and to sell Class A shares with a 2.00%, 3.00%, 4.50% or 5.50% maximum sales charge, as applicable, at the time of purchase.

 

The CDSC will be waived on redemptions of Class C shares and of Class A shares that are subject to the CDSC in the following cases:

 

·                  to make SWP payments that are limited annually to no more than 12% of the value of the account at the time the plan is initiated or updated;

 

·                  because of shareholder death or disability;

 

·                  under reorganization, liquidation, merger or acquisition transactions involving other investment companies; and

 

·                  under the following circumstances, for employer-sponsored retirement plans or tax qualified retirement accounts:

 

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(1)               to return excess contributions,

 

(2)               hardship withdrawals as defined in employer-sponsored retirement plans,

 

(3)               under a Qualified Domestic Relations Order as defined in the Code,

 

(4)               to meet minimum distribution requirements under the Code,

 

(5)               to make “substantially equal payments” as described in Section 72(t) of the Code, and

 

(6)               after separation from service.

 

·                  for Class C shares only, for withdrawals made pursuant to loans taken from qualified retirement plans.  Loans are defined by the retirement plan’s administrator at the time of the withdrawal.

 

SUSPENSION OF REDEMPTIONS.  A Fund may not suspend a shareholder’s right of redemption, or postpone payment for a redemption for more than seven days, unless permitted by law, the New York Stock Exchange (NYSE) is closed for other than customary weekends or holidays, or trading on the NYSE is restricted, or for any period during which an emergency exists as a result of which (1) disposal by a Fund of securities owned by it is not reasonably practicable, or (2) it is not reasonably practicable for a Fund to fairly determine the value of its assets, or for such other periods as the SEC may permit for the protection of investors.

 

ACCOUNT CLOSINGS

 

There may be instances in which it is appropriate for your account to be closed.  Your account could be closed if: (i) your identity cannot be verified or you fail to provide a valid SSN or TIN; (ii) the registered address of your account is outside of the United States or in a U.S. jurisdiction in which the Fund shares are not registered; (iii) transactions in your account raise suspicions of money laundering, fraud or other illegal conduct; (iv) shares purchased are not paid for when due; (v) your account does not meet the qualifications for ownership for the particular class of shares held in your account; (vi) maintenance of your account jeopardizes the tax status or qualifications of the Funds; (vii) your account balance falls to $1,000 or less and you fail to bring the account above the $1,000 within thirty (30) days of notification; (viii) there is a change in your broker of record, for example your broker is no longer able to sell Fund shares; or (ix) closing the account is determined to be in the best interests of the Fund.

 

DETERMINATION OF NET ASSET VALUE

 

The net asset value per share (NAV) is determined for each class of the Fund’s shares as of the close of regular trading on the New York Stock Exchange (the “Exchange”) (typically 4:00 p.m. Eastern Time, the “Valuation Time”) on each day that the Exchange is open (the “Valuation Date”).  The Funds are closed for business and do not price their shares on the following business holidays: New Year’s Day, Martin Luther King Day, Presidents’ Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, Christmas Day and other holidays observed by the Exchange.  If the Exchange is closed due to weather or other extraordinary circumstances on a day it would typically be open for business, the Fund may treat such day as a typical business day and accept purchase and redemption orders and calculate the Fund’s NAV in accordance with applicable law.  The net asset value for each class of shares is determined by dividing the value of that Fund’s net assets attributable to a class of shares by the number of shares outstanding for that class.  Information that becomes known to the Fund after the NAV has been calculated on a particular day will not generally be used to retroactively adjust the NAV determined earlier that day.

 

For purposes of calculating the NAV, portfolio securities and other assets held in a Fund’s portfolio for which market prices are readily available are valued at market value.  If market prices are not readily available or are deemed unreliable, a Fund will use the fair value of the security or other instrument as determined in good faith under policies and procedures established by and under the supervision of the Fund’s Board of Directors.  Market prices are considered not readily available where there is an absence of current or reliable market-based data (e.g., trade information or broker quotes), including where events occur after the close of the relevant market, but prior to the NYSE Close that materially affect the values of a Fund’s portfolio holdings or assets.  In addition, market prices are considered not readily available when, due to extraordinary circumstances, the exchanges or markets on which the securities or other instruments trade, do not open for trading for the entire day and no other market prices are available.  In addition, prices of foreign equities that are principally traded on certain foreign markets are adjusted daily pursuant to a fair value pricing service approved by the Board in order to reflect an adjustment for the factors occurring after the close of certain foreign markets but before the NYSE Close.  Securities or other instruments that are primarily traded on foreign markets may trade on days that are not business days of the Funds.  The value of the foreign securities or other instruments in which a Fund invests may change on days when a shareholder will not be able to purchase or redeem shares of the Fund.  Fair value pricing is subjective in nature and the use of fair value pricing by the Funds may cause the NAV of their respective shares to differ significantly from the NAV that would have been calculated using market prices at the close of the exchange on which a portfolio holding is primarily traded but before the Valuation Time.  There can be no assurance that any Fund could obtain the fair value assigned to an investment if the Fund were to sell the investment at approximately the time at which that Fund determines its NAV.

 

Fixed income investments (other than short-term obligations and senior floating rate interests) and non-exchange traded derivatives held by a Fund are normally valued on the basis of quotes obtained from brokers and dealers or independent pricing services in accordance with procedures established by the Fund’s Board of Directors.  Prices obtained from independent pricing services use information provided by market makers or estimates of market values obtained from yield data relating to investments or securities with similar characteristics.  Senior floating rate interests generally trade in over-the-counter (“OTC”) markets and are priced through an independent pricing service utilizing independent market quotations from loan dealers or financial institutions. 

 

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Generally, each Fund may use fair valuation in regards to fixed income positions when a Fund holds defaulted or distressed investments or investments in a company in which a reorganization is pending.  Short term investments with a maturity of more than 60 days when purchased are valued based on market quotations until the remaining days to maturity become less than 61 days, at which time their value on the 61st day is amortized.

 

Exchange-traded equity securities shall be valued at the last reported trade price on the exchange on which the security is primarily traded (the “Primary Market”) at the Valuation Time.  If the security did not trade on the Primary Market, it may be valued at the Valuation Time at the last reported trade price on another exchange where it trades at the Valuation Time.  The value of an equity security not traded on any exchange but traded on the Nasdaq Stock Market, Inc. System (“Nasdaq”) or another OTC market shall be valued at the last reported trade price or official closing price, if there is trade volume, on the exchange or market on which the security is traded as of the Valuation Time.  If it is not possible to determine the last reported trade price or official closing price, with trade volume, on the relevant exchange or market at the Valuation Time, the value of the security shall be taken to be the most recent mean between bid and asked prices on such exchange or market at the Valuation Time.

 

Investments valued in currencies other than U.S. dollars are converted to U.S. dollars using exchange rates obtained from independent pricing services for calculation of the NAV.  As a result, the NAV of the Fund’s shares may be affected by changes in the value of currencies in relation to the U.S. dollar.  The value of securities or other instruments traded in markets outside the United States or denominated in currencies other than the U.S. dollar may be affected significantly on a day that the NYSE is closed and the market value may change on days when an investor is not able to purchase, redeem or exchange shares of the Fund.

 

Exchange traded options contracts on securities, currencies, indices, commodities and other instruments shall be valued at their last reported trade price at the Valuation Time on the Primary Market on which the instrument is traded.  If the instrument did not trade on the Primary Market, it may be valued at the last reported trade price at the Valuation Time on another exchange or market where it did trade.  If it is not possible to determine the last reported trade price on the Primary Market or another exchange or market at the Valuation Time or if the last trade price does not fall between the bid and ask prices, the value of the instrument shall be taken to be the mean between the most recent bid and asked prices on such exchange or market at the Valuation Time.  Absent both bid and asked prices on such exchange, the bid price may be used.  In the case of OTC options that do not trade on an exchange, values may be supplied by an independent pricing service based upon the terms of each option, using a formula or other objective method that may take into consideration the style, direction, expiration, strike price, notional and volatility or other special adjustments.

 

Futures contracts are valued at the most recent settlement price reported by an exchange on which, over time, they are traded most extensively.  If a settlement price is not available, the futures contracts will be valued at the most recent trade price as of the Valuation Time.  If there were no trades on the valuation day, the contract shall be valued at the mean of the closing bid/ask prices as of the Valuation Time.  Absent both bid and asked prices on such exchange, the bid price may be used.

 

A forward currency contract shall be valued based on the price of the underlying currency at the prevailing interpolated exchange rate, which is a combination of the foreign currency exchange rate and the forward currency rate.  Spot foreign currency exchange rates and forward currency rates are obtained from an independent pricing service on the Valuation Date.

 

Swaps shall be valued using a custom interface from an independent pricing service.  If a swap cannot be valued through an independent pricing service, Bloomberg may be used to calculate a value based upon inputs from the terms of each swap.  Swaps for which prices are not available from an independent pricing service or a broker are valued in accordance with procedures established by the Fund’s Board of Directors.

 

Other derivative or contractual type instruments shall be valued using market prices if such instruments trade on an exchange or market.  If such instruments do not trade on an exchange or market, such instruments shall be valued at a price at which the counterparty to such contract would repurchase the instrument.  In the event that the counterparty cannot provide a price, such valuation may be determined in accordance with procedures established by the Fund’s Board of Directors.

 

Investments in open-end mutual funds are valued at the respective NAV of each open-end mutual fund on the Valuation Date.

 

Financial instruments for which prices are not available from an independent pricing service, but where an active market exists, are valued using market quotations obtained from one or more dealers that make markets in securities in accordance with procedures established by the Fund’s Board of Directors.

 

A Fund’s maximum offering price per Class A shares is determined by adding the maximum sales charge to the net asset value per share.  Class C and Class I are offered at net asset value without the imposition of an initial sales charge.

 

CAPITALIZATION AND VOTING RIGHTS

 

The Hartford Mutual Funds, Inc. was incorporated in Maryland on March 21, 1996.  The authorized capital stock of the Company consists of 49.8 billion shares of common stock, par value $0.001 per share (“Common Stock”).  The shares of Common Stock are divided into 44 series.

 

The Board of Directors of the Company may reclassify authorized shares to increase or decrease the allocation of shares among the series described above or to add any new series to the Company.  The Company’s Board of Directors is also authorized, from time to time and without further shareholder approval, to authorize additional shares and to classify and reclassify existing and new series into one or more classes.

 

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Accordingly, the Directors of the Company have authorized the issuance of the following classes of stock for the Funds: Class A, Class C and Class I.

 

Each issued and outstanding share is entitled to participate equally in dividends and distributions declared by the respective Fund and, upon liquidation or dissolution, in the net assets of such Fund remaining after satisfaction of outstanding liabilities.  The shares of each series, and each class within each series, are, when issued, fully paid and non-assessable.  Such shares have no preemptive or conversion rights and are freely transferable.

 

As an investment company incorporated in Maryland, the Company is not required to hold routine annual shareholder meetings.  Meetings of shareholders will be called whenever one or more of the following, among other matters, is required to be acted upon by shareholders pursuant to the 1940 Act: (1) election of directors, (2) approval of an investment management agreement or sub-advisory agreement, or (3) ratification of the selection of the Funds’ independent registered public accounting firm.

 

Shares of common stock have equal voting rights (regardless of the net asset value per share). Shares do not have cumulative voting rights. Accordingly, the holders of more than 50% of the shares of the Company voting for the election of directors can elect all of the directors if they choose to do so, and in such an event, the holders of the remaining shares would not be able to elect any directors. Although directors are not elected annually, shareholders have the right to remove one or more directors. When required by law, if the holders of 25% or more of the Company’s outstanding shares request it in writing, a meeting of the Company’s shareholders will be held to approve or disapprove the removal of director or directors.

 

Matters in which the interests of all the Funds of the Company are substantially identical (such as the election of directors or the ratification of the selection of the independent registered public accounting firm) are voted on by all shareholders of the Company without regard to the separate Funds. Matters that affect all or several Funds, but where the interests of the Funds are not substantially identical (such as approval of an investment management agreement) are voted on separately by the shareholders of each Fund for their Fund. Matters that affect only one Fund (such as a change in its fundamental policies) are voted on separately for the Fund by the shareholders of that Fund. Likewise, matters that affect only one class of shares of a Fund (such as approval of a plan of distribution) are voted on separately for that class by the holders of shares of that class.

 

TAXES

 

FEDERAL TAX STATUS OF THE FUNDS

 

The following discussion of the federal tax status of the Funds is a general and abbreviated summary based on tax laws and regulations in effect on the date of this SAI.  Tax law is subject to change by legislative, administrative or judicial action.

 

Each Fund is treated as a separate taxpayer for federal income tax purposes.  Each Fund has elected or intends to elect to be treated as a regulated investment company under Subchapter M of Chapter 1 of the Internal Revenue Code of 1986, as amended (the “Code”), and to qualify as a regulated investment company each year.  If a Fund: (1) continues to qualify as a regulated investment company, and (2) distributes to its shareholders an amount at least equal to the sum of: (i) 90% of its investment company taxable income (including for this purpose its net ordinary investment income and net realized short-term capital gains) and (ii) 90% of its tax-exempt interest income (reduced by certain expenses) (the “90% distribution requirement”), which the Company intends each Fund to do, then under the provisions of Subchapter M, the Fund would not be subject to federal income tax on the portion of its investment company taxable income and net capital gain (i.e., net long-term capital gain in excess of short-term capital loss) it distributes to shareholders (or is treated as having been distributed to shareholders).

 

Each Fund must meet several requirements to maintain its status as a regulated investment company.  These requirements include the following: (1) at least 90% of the Fund’s gross income for each taxable year must be derived from dividends, interest, payments with respect to loaned securities, gains from the sale or disposition of securities (including gains from related investments in foreign currencies), or other income (including gains from options, futures or forward contracts) derived with respect to its business of investing in such securities or currencies, as well as net income from interests in certain publicly traded partnerships; and (2) at the close of each quarter of the Fund’s taxable year, (a) at least 50% of the value of the Fund’s total assets must consist of cash, cash items, securities of other regulated investment companies, U.S. Government securities and other securities which, with respect to any one issuer, do not represent more than 5% of all of the Fund’s assets or more than 10% of the outstanding voting securities of such issuer, and (b) the Fund must not invest more than 25% of its total assets in the securities of any one issuer (other than U.S. Government securities or the securities of other regulated investment companies), or of any two or more issuers that are controlled by the Fund and that are engaged in the same or similar trades or businesses or related trades or businesses, or of one or more qualified publicly traded partnerships.

 

Each Fund generally will endeavor to distribute (or treat as deemed distributed) to its shareholders all of its investment company taxable income and its net capital gain, if any, for each taxable year so that it will not incur federal income or excise taxes on its earnings.

 

In addition, in order to avoid a 4% nondeductible federal excise tax on certain of its undistributed income, each Fund generally must distribute in a timely manner an amount at least equal to the sum of (1) 98% of its ordinary income (taking into account certain deferrals and elections) for each calendar year, (2) 98.2% of its capital gain net income for the one-year period ending October 31 in that calendar year, and (3) any income not distributed in prior years (the “excise tax avoidance requirements”).  For purposes of determining whether a Fund has met this distribution requirement, the Fund will be deemed to have distributed any income or gains on which it has been subject to U.S. federal income tax.

 

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If for any taxable year a Fund fails to qualify as a regulated investment company or fails to satisfy the 90% distribution requirement, all of its taxable income becomes subject to federal, and possibly state and local, income tax at regular corporate rates (without any deduction for distributions to its shareholders) and distributions to its shareholders constitute taxable dividend income (with such dividend income including dividends derived from interest on tax-exempt obligations) to the extent of such Fund’s available earnings and profits.

 

Investment income received from sources within foreign countries, or capital gains earned by a Fund from investing in securities of foreign issuers, may be subject to foreign income taxes withheld at the source.  In this regard, withholding tax rates in countries with which the United States does not have a tax treaty are often as high as 35% or more.  The United States has entered into tax treaties with many foreign countries that may entitle the Funds to a reduced rate of tax or exemption from tax on this related income and gains.  The effective rate of foreign tax cannot be determined at this time since the amount of the Funds’ assets to be invested within various countries is not now known.  The Company intends that the Funds will seek to operate so as to qualify for treaty-reduced rates of tax when applicable.

 

In addition, if a Fund qualifies as a regulated investment company under the Code, and if more than 50% of the Fund’s total assets at the close of the taxable year consists of securities of foreign corporations, the Fund may elect, for U.S. federal income tax purposes, to treat foreign income taxes paid by the Fund (including certain withholding taxes) that can be treated as income taxes under U.S. income tax principles as paid by its shareholders.  If a Fund makes such an election, an amount equal to the foreign income taxes paid by the Fund would be included in the income of its shareholders and the shareholders often are entitled to credit their portions of this amount against their U.S. tax liabilities, if any, or to deduct those portions from their U.S. taxable income, if any.  Shortly after any year for which it makes such an election, a Fund will report to its shareholders, in writing, the amount per share of foreign tax that must be included in each shareholder’s gross income and the amount that will be available as a deduction or credit.  Shareholders must itemize their deductions in order to deduct foreign taxes.  Certain limitations may apply that could limit the extent to which the credit or the deduction for foreign taxes may be claimed by a shareholder.

 

A Fund’s transactions in options contracts and futures contracts are subject to special provisions of the Code that, among other things, may affect the character of gains and losses realized by the Fund (that is, may affect whether gains or losses are ordinary or capital), accelerate recognition of income to the Fund and defer losses of the Fund.  These rules (1) could affect the character, amount and timing of distributions to shareholders of the Fund, (2) could require the Fund to “mark to market” certain types of the positions in its portfolio (that is, treat them as if they were closed out) and (3) may cause the Fund to recognize income without receiving cash with which to make distributions in amounts necessary to satisfy the 90% distribution requirement and the excise tax avoidance requirements described above.  The Company seeks to monitor transactions of each Fund, seek to make the appropriate tax elections on behalf of the Fund and seek to make the appropriate entries in the Fund’s books and records when the Fund acquires any option, futures contract or hedged investment, to mitigate the effect of these rules.

 

Because the Funds had not commenced operations as of the date of this SAI, no information regarding capital loss carryforwards is available.

 

If a Fund acquires stock in certain foreign corporations that receive at least 75% of their annual gross income from passive sources (such as interest, dividends, rents, royalties or capital gain) or hold at least 50% of their total assets in investments producing such passive income (“passive foreign investment companies”), that Fund could be subject to federal income tax and additional interest charges on “excess distributions” received from such companies or gain from the sale of stock in such companies, even if all income or gain actually received by the Fund is timely distributed to its shareholders.  The Fund would not be able to pass through to its shareholders any credit or deduction for such a tax.  Certain elections may, if available, ameliorate these adverse tax consequences, but any such election may require the applicable Fund to recognize taxable income or gain without the concurrent receipt of cash.  Any Fund may limit and/or manage its holdings in passive foreign investment companies to minimize its tax liability.

 

Foreign exchange gains and losses realized by a Fund in connection with certain transactions involving non-dollar debt securities, certain foreign currency futures contracts, foreign currency option contracts, foreign currency forward contracts, foreign currencies, or payables or receivables denominated in a foreign currency are subject to Code provisions which generally treat such gains and losses as ordinary income and losses and may affect the amount, timing and character of distributions to shareholders.  Any such transactions that are not directly related to a Fund’s investment in securities (possibly including speculative currency positions or currency derivatives not used for hedging purposes) could, under future Treasury regulations, produce income not among the types of “qualifying income” from which the Fund must derive at least 90% of its annual gross income.

 

Investments in below investment grade instruments may present special tax issues for a Fund. U.S. federal income tax rules are not entirely clear about issues such as when a Fund may cease to accrue interest, original issue discount or market discount, when and to what extent deductions may be taken for bad debts or worthless instruments, how payments received on obligations in default should be allocated between principal and income and whether exchanges of debt obligations in a bankruptcy or workout context are taxable. These and other issues will be addressed by a Fund to the extent necessary in order to seek to ensure that it distributes sufficient income that it does not become subject to U.S. federal income or excise tax.

 

Pay-in-kind instruments (“PIKs”) are securities that pay interest in either cash or additional securities, at the issuer’s option, for a specified period.  PIKs, like zero-coupon bonds, are designed to give an issuer flexibility in managing cash flow.  PIK bonds can be either senior or subordinated debt and trade flat (i.e., without accrued interest).  The price of PIK bonds is expected to reflect the

 

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market value of the underlying debt plus an amount representing accrued interest since the last payment.  PIKs are usually less volatile than zero-coupon bonds, but more volatile than cash pay securities.

 

Each Fund that invests in certain PIKs, zero coupon securities or certain deferred interest securities (and, in general, any other securities with original issue discount or with market discount if the Fund elects to include market discount in current income) must accrue income on such investments prior to the receipt of the corresponding cash.  However, because each Fund must meet the 90% distribution requirement to qualify as a regulated investment company, the Fund may have to dispose of its portfolio investments under disadvantageous circumstances to generate cash, or may have to leverage itself by borrowing the cash, to satisfy the applicable distribution requirements.

 

The federal income tax rules applicable to interest rate swaps, caps and floors are unclear in certain respects, and a Fund may be required to account for these transactions in a manner that, in certain circumstances, may limit the degree to which it may utilize these transactions.

 

SHAREHOLDER TAXATION

 

The following discussion of certain federal income tax issues of shareholders of the Funds is a general and abbreviated summary based on tax laws and regulations in effect on the date of this SAI.  Tax law is subject to change by legislative, administrative or judicial action.  The following discussion relates solely to U.S. federal income tax law as applicable to U.S. taxpayers (e.g., U.S. citizens or residents and U.S. domestic corporations, trusts or estates). The discussion does not address special tax rules applicable to certain classes of investors, such as qualified retirement accounts or trusts, tax-exempt entities, insurance companies, entities treated as partnerships for U.S. federal income tax purposes, banks and other financial institutions or to non-U.S. taxpayers.  Dividends, capital gain distributions, and ownership of or gains realized on the redemption (including an exchange) of the shares of a Fund may also be subject to state and local taxes.  This summary does not address any federal estate tax issues that may arise from ownership of Fund shares.  Shareholders should consult their own tax advisers as to the federal, state and local tax consequences of ownership of shares of, and receipt of distributions from, the Funds in their particular circumstances.

 

In general, as described in the prospectuses, distributions from a Fund are generally taxable to shareholders as ordinary income, qualified dividend income, or long-term capital gains.  Distributions of a Fund’s investment company taxable income (other than qualified dividend income) are taxable as ordinary income to shareholders to the extent of the Fund’s current or accumulated earnings and profits, whether paid in cash or reinvested in additional shares.  Distributions from net short-term capital gains are taxable to a shareholder as ordinary income.  Distributions of a Fund’s net capital gain properly designated by the Fund as “capital gain dividends” are taxable to a shareholder as long-term capital gain regardless of the shareholder’s holding period for his or her shares and regardless of whether paid in cash or reinvested in additional shares.  To the extent that a Fund derives dividends from domestic corporations, a portion of the income distributions of that Fund may be eligible for the 70% deduction for dividends received by corporations.  Shareholders will be informed of the portion of dividends which so qualify.  The dividends-received deduction is reduced to the extent the shares held by the Fund with respect to which the dividends are received are treated as debt-financed under federal income tax law and is eliminated if either those shares or the shares of the Fund are deemed to have been held by the Fund or the shareholders, as the case may be, for less than 46 days during the 90-day period beginning 45 days before the shares become ex-dividend.  Properly reported distributions of qualified dividend income generally are taxable to individual shareholders at the same rates that apply to long-term capital gains, if certain holding period and other requirements are met.  Dividend distributions will not be eligible for the reduced rates applicable to qualified dividend income unless, among other things, the shares held by the Fund with respect to which dividends are paid and the shares of the Fund are deemed to have been held by the Fund and the shareholders, respectively, for more than 60 days during the 121-day period beginning 60 days before the shares become ex-dividend.  Distributions, if any, in excess of earnings and profits usually constitute a return of capital, which first reduces an investor’s tax basis in the Fund’s shares and thereafter (after such basis is reduced to zero) generally gives rise to capital gains.  Shareholders electing to receive distributions in the form of additional shares have a cost basis for federal income tax purposes in each share so received equal to the amount of cash they would have received had they elected to receive the distribution in cash.  For a summary of the tax rates applicable to capital gains, including capital gain dividends, see the discussion below.

 

At the Company’s option, the Company may cause a Fund to retain some or all of its net capital gain for a tax year, but may designate the retained amount as a “deemed distribution.” In that case, among other consequences, the Fund pays tax on the retained amount for the benefit of its shareholders, the shareholders are required to report their share of the deemed distribution on their tax returns as if it had been distributed to them, and the shareholders may report a credit for the tax paid thereon by the Fund.  The amount of the deemed distribution net of such tax is added to the shareholder’s cost basis for his or her shares.  Since the Company expects each Fund to pay tax on any retained net capital gain at its regular corporate capital gain tax rate, and since that rate is in excess of the maximum rate currently payable by individuals on long-term capital gain, the amount of tax that individual shareholders are treated as having paid will exceed the amount of tax that such shareholders would be required to pay on the retained net capital gain.  A shareholder that is not subject to U.S. federal income tax or tax on long-term capital gain should be able to file a return on the appropriate form or a claim for refund that allows such shareholder to recover the taxes paid by the Fund on his or her behalf.  In the event that the Company chooses this option on behalf of a Fund, the Company must provide written notice to the shareholders prior to the expiration of 60 days after the close of the relevant tax year.

 

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Any dividend declared by a Fund in October, November, or December of any calendar year, payable to shareholders of record on a specified date in such a month and actually paid during January of the following year, is treated as if it had been received by the shareholders on December 31 of the year in which the dividend was declared.

 

An investor should consider the tax implications of buying shares just prior to a distribution (other than an exempt-interest dividend, described below).  Even if the price of the shares includes the amount of the forthcoming distribution, the shareholder generally will be taxed upon receipt of the distribution and is not entitled to offset the distribution against the tax basis in his or her shares.  In addition, an investor should be aware that, at the time he or she purchases shares of a Fund, a portion of the purchase price is often attributable to realized or unrealized appreciation in the Fund’s portfolio or undistributed taxable income of the Fund.  Subsequent distributions from such appreciation or income may be taxable to such investor even if the net asset value of the investor’s shares is, as a result of the distributions, reduced below the investor’s cost for such shares, and the distributions in reality represent a return of a portion of the purchase price.

 

A shareholder generally recognizes taxable gain or loss on a sale or redemption (including by exercise of the exchange privilege) of his or her shares.  The amount of the gain or loss is measured by the difference between the shareholder’s adjusted tax basis in his or her shares and the amount of the proceeds received in exchange for such shares.  Any gain or loss arising from (or, in the case of distributions in excess of earnings and profits, treated as arising from) the sale or redemption of shares generally is a capital gain or loss if such shares are held as capital assets.  This capital gain or loss normally is treated as a long-term capital gain or loss if the shareholder has held his or her shares for more than one year at the time of such sale or redemption; otherwise, it is classified as short-term capital gain or loss.  If, however, a shareholder receives a capital gain dividend with respect to any share of a Fund, and the share is sold before it has been held by the shareholder for at least six months, then any loss on the sale or exchange of the share, to the extent of the capital gain dividend, is treated as a long-term capital loss.  In addition, all or a portion of any loss realized upon a taxable disposition of shares may be disallowed if other shares of the same Fund are purchased (including any purchase through a reinvestment of distributions from the Fund) within 30 days before or after the disposition.  In such a case, the basis of the shares acquired will be adjusted to reflect the disallowed loss.  Also, if a shareholder who incurred a sales charge on the acquisition of shares of a Fund sells his or her shares within 90 days of purchase and subsequently acquires shares of the same or another Fund of the Company on which a sales charge normally is imposed without paying such sales charge in accordance with the exchange privilege described in the prospectuses, such shareholder will not be entitled to include the amount of the sales charge in his or her basis in the shares sold for purposes of determining gain or loss.  For sales charges incurred in taxable years beginning after December 22, 2010, the disallowance of the sales charge only applies to the extent that the subsequently acquired shares are purchased prior to February 1 of the calendar year following the initial sales charge.  In these cases, any gain on the disposition of the shares of the Fund is increased, or loss decreased, by the amount of the sales charge paid when the shares were acquired, and that amount will increase the adjusted basis of the shares of the Fund subsequently acquired.

 

Due to recent legislation, the Funds (or their administrative agents) are required to report to the IRS and furnish to shareholders the cost basis information for sale transactions of shares purchased on or after January 1, 2012.  Shareholders may elect to have one of several cost basis methods applied to their account when calculating the cost basis of shares sold, including average cost, FIFO (“first-in, first-out”) or some other specific identification method.  Unless you instruct otherwise, the Funds will use average cost as their default cost basis method, and will treat sales as first coming from shares purchased prior to January 1, 2012.  The cost basis method a shareholder elects may not be changed with respect to a redemption of shares after the settlement date of the redemption.  Shareholders should consult with their tax advisors to determine the best cost basis method for their tax situation.  Shareholders that hold their shares through a financial intermediary should contact such financial intermediary with respect to reporting of cost basis and available elections for their accounts.

 

In general, non-corporate shareholders currently are subject to a maximum federal income tax rate of either 15% or 20% (depending on whether the shareholder’s income exceeds certain threshold amounts) on their net long-term capital gain (the excess of net long-term capital gain over net short-term capital loss) for a taxable year (including a long-term capital gain derived from an investment in the shares) and certain qualified dividend income, while other income may be taxed at rates as high as 39.6%.  Shareholders must satisfy a holding period of more than 60 days with respect to a distribution that is otherwise eligible to be treated as a qualified dividend during the 121-day period that begins 60 days before the ex-dividend date.  Corporate taxpayers currently are subject to federal income tax on net capital gain at the maximum 35% rate also applied to ordinary income.  Tax rates imposed by states and local jurisdictions on capital gain and ordinary income may differ.  Non-corporate shareholders with net capital losses for a year (i.e., capital losses in excess of capital gains) generally may deduct up to $3,000 of such losses against their ordinary income each year; any net capital losses of a non-corporate shareholder in excess of $3,000 generally may be carried forward and used in subsequent years as provided in the Code.  Corporate shareholders generally may not deduct any net capital losses for a year, but may carry back such losses for three years or carry forward such losses for five years.

 

An additional 3.8% Medicare tax is imposed on certain net investment income (including ordinary dividends and capital gain distributions received from a Fund and net gains from redemptions or other taxable dispositions of Fund shares) of US individuals, estates and trusts to the extent that such person’s “modified adjusted gross income” (in the case of an individual) or “adjusted gross income” (in the case of an estate or trust) exceeds certain threshold amounts.  Each Fund sends to each of its shareholders, as promptly as possible after the end of each calendar year, a notice detailing, on a per share and per distribution basis, the amounts includible in such shareholder’s taxable income for such year as ordinary income and as long-term capital gain.  In addition, the federal tax status of each year’s distributions generally is reported to the IRS.  Distributions may also be subject to additional state, local, and foreign taxes depending on a shareholder’s particular situation.

 

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Dividends paid by a Fund to a non-U.S. shareholder generally are subject to U.S. withholding tax at a rate of 30% (unless the tax is reduced or eliminated by an applicable treaty).  Certain properly designated dividends paid by a Fund, however, generally are not subject to this tax, to the extent paid from net capital gains.  In addition, for Fund taxable years beginning before January 1, 2015 (or a later date if extended by Congress), a portion of a Fund’s distributions received by a non-U.S. investor may be exempt from U.S. withholding tax to the extent attributable to U.S. source interest income and short-term capital gains if such amounts are properly reported by the Fund.  A Fund’s distributions, if any, that are attributable to gains from the sale or exchange of “U.S. real property interests,” which the Code defines to include direct holdings of U.S. real property and interests (other than as a creditor) in “U.S. real property holding corporations,” (including certain non-domestically-controlled REITS), may be taxable to non-U.S. investors and may require such investors to file U.S. income tax returns.

 

Effective July 1, 2014, the Funds are required to withhold U.S. tax (at a 30% rate) on payments of dividends and (effective January 1, 2017) redemption proceeds and certain capital gain dividends made to certain non-U.S. entities that fail to comply (or be deemed compliant) with extensive new reporting and withholding requirements designed to inform the U.S. Department of the Treasury of U.S.-owned foreign investment accounts.  Shareholders may be requested to provide additional information to the Funds to enable the Funds to determine whether withholding is required.

 

Non-U.S. shareholders may also be subject to U.S. estate tax with respect to their shares of a Fund.

 

A Fund may be required to withhold U.S. federal income tax (currently, at a rate of 28%)  (“backup withholding”) from all taxable distributions payable to (1) any shareholder who fails to furnish the Company with its correct taxpayer identification number or a certificate that the shareholder is exempt from backup withholding, and (2) any shareholder with respect to whom the IRS notifies the Company that the shareholder has failed to properly report certain interest and dividend income to the IRS and to respond to notices to that effect.  An individual’s taxpayer identification number is his or her social security number.  The 28% backup withholding tax is not an additional tax and may be credited against a taxpayer’s regular federal income tax liability.

 

Each of the Funds will be permitted to distribute any tax-exempt interest earned by the Fund to its shareholders as tax-exempt “exempt-interest dividends,” provided that at least 50% of the value of the Fund’s assets at the end of each quarter of its taxable year is invested in state, municipal and other obligations the interest on which is excluded from gross income under Section 103(a) of the Code.  Each of the Funds intends to satisfy this 50% requirement in order to permit its distributions of tax-exempt interest to be treated as such for federal income tax purposes in the hands of its shareholders.  Portions of the dividends paid by the Funds may be includable in gross income for federal income tax purposes or, in the alternative, may be subject to federal alternative minimum taxes.  Dividends paid by the Funds may be subject to state and local income taxes.

 

Under the Code, interest on indebtedness incurred or continued to purchase or carry shares of the Funds is not deductible by the investor in proportion to the percentage of the applicable Fund’s distributions from investment income that is exempt from federal income tax.  State laws may also restrict the deductibility of interest on indebtedness incurred or continued to purchase or carry shares of the Funds.  Indebtedness may be allocated to shares of a Fund even though not directly traceable to the purchase of such shares.  In addition, any loss realized by a shareholder of the Funds upon the sale of shares held for six months or less may be disallowed to the extent of any exempt-interest dividends received with respect to such shares.  For Fund shares acquired after December 22, 2010, this loss disallowance does not apply provided that the exempt-interest dividend was a regular dividend and the applicable Fund declares exempt-interest dividends on a daily basis in an amount equal to at least 90% of its net tax-exempt interest and distributes such dividends on at least a monthly basis.

 

If either Fund disposes of a municipal obligation that it acquired after April 30, 1993 at a market discount, it must recognize any gain it realizes on the disposition as ordinary income (and not as capital gain) to the extent of the accrued market discount.

 

Certain deductions otherwise allowable to financial institutions and property and casualty insurance companies will be eliminated or reduced by reason of the receipt of certain exempt-interest dividends.

 

Shareholders who are “substantial users” (or persons related thereto) of facilities financed by governmental obligations should consult their advisers before investing in the Fund.

 

Tax-exempt income will be included in determining the taxability of social security payments and railroad retirement benefits.  Tax-exempt income received by a tax-deferred retirement will generally be taxable when later distributed from that account.

 

PRINCIPAL UNDERWRITER

 

HFD serves as the principal underwriter to each Fund. HFD is located at 5 Radnor Corporate Center, 100 Matsonford Road, Suite 300, Radnor, Pennsylvania 19087.

 

CUSTODIAN

 

Portfolio securities of the Funds are held pursuant to a Custodian Agreement between the Company and State Street Bank and Trust Company, 500 Pennsylvania Avenue, Kansas City, Missouri 64105. JP Morgan Chase Bank, N.A., 4 New York Plaza, Floor 12, New York, NY, 10004-2413, may serve as custodian of certain Fund assets.

 

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TRANSFER AGENT

 

HASCO, located at 500 Bielenberg Drive, Suite 500, Woodbury, Minnesota 55125 and 5 Radnor Corporate Center, 100 Matsonford Road, Suite 300, Radnor, Pennsylvania 19087, is the transfer agent for each Fund.  As transfer agent, HASCO, among other things, receives and processes purchase and redemption orders, effects transfers of shares, prepares and transmits payments for dividends and distributions, and maintains records of account.  For its services, HASCO is paid a fee based on assets or number of accounts, depending on the class of shares.

 

Pursuant to a sub-transfer agency agreement between HASCO and Boston Financial Data Services, Inc. (“BFDS”), HASCO has delegated certain transfer agent, dividend disbursing agent and shareholder servicing agent functions to BFDS.  The costs and expenses of such delegation are borne by HASCO, not by the Funds. BFDS is located at 2000 Crown Colony Drive, Quincy, MA 02169.

 

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

Ernst & Young LLP serves as the Company’s Independent Registered Public Accounting Firm for the fiscal year ending October 31, 2015.  Ernst & Young LLP is principally located at 220 South 6th Street, Suite 1400, Minneapolis, Minnesota 55402.

 

OTHER INFORMATION

 

The Hartford has granted the Company the right to use the name “The Hartford” or “Hartford,” and has reserved the right to withdraw its consent to the use of such name by the Company and the Funds at any time, or to grant the use of such name to any other company.

 

CODE OF ETHICS

 

Each Fund, HFMC and the sub-adviser have each adopted a code of ethics designed to protect the interests of each Fund’s shareholders. Under each code of ethics, investment personnel are permitted to trade securities for their own account, including securities that may be purchased or held by a Fund, subject to certain restrictions. Each code of ethics has been filed with the SEC and may be viewed by the public.

 

FINANCIAL STATEMENTS

 

The Company’s audited financial statements for the Funds and related reports of Ernst & Young LLP, the Company’s Independent Registered Public Accounting Firm, will be available in the Funds’ annual reports once the Funds have completed their first annual fiscal period.

 

The Company’s Annual Reports and Semi-Annual Reports are available without charge by calling the Funds at 1-888-843-7824 or by visiting the Funds’ website at www.hartfordfunds.com or on the SEC’s website at www.sec.gov.

 

PROXY VOTING POLICY AND PROCEDURES

 

The Board of Directors believes that the voting of proxies with respect to securities held by each Fund is an important element of the overall investment process.  Pursuant to the Funds’ Policy Related to Proxy Voting, as approved by the Funds’ Board of Directors, HFMC has delegated to the sub-adviser the authority to vote all proxies relating to each sub-advised Fund’s portfolio securities.  Each Fund’s exercise of this delegated proxy voting authority is subject to oversight by HFMC.  The sub-adviser has a duty to vote or not vote such proxies in the best interests of the sub-advised Fund and its shareholders, and to avoid the influence of conflicts of interest.

 

The policies and procedures used by the investment manager and the sub-adviser to determine how to vote certain proxies relating to portfolio securities are described below.  In addition to a summary description of such policies and procedures, included below are descriptions of how such policies and procedures apply to various topics.  However, the following are descriptions only and more complete information should be obtained by reviewing the sub-adviser’s policies and procedures, as well as the Funds’ voting records.  For a complete copy of the sub-adviser’s proxy voting policies and procedures, as well as any separate guidelines it utilizes, please refer to www.hartfordfunds.com.  Information on how the Funds voted proxies relating to portfolio securities during the most recent twelve-month period ended June 30 is not available, but once available can be obtained (1) without charge, upon request, by calling 1-888-843-7824 and (2) on the SEC’s website at www.sec.gov.

 

If a security has not been restricted from securities lending and the security is on loan over a record date, the Fund’s sub-adviser may not be able to vote any proxies for that security.  For more information about the impact of lending securities on proxy voting, see “Lending Portfolio Securities.”

 

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Wellington Management Company LLP

 

Global Proxy Policy and Procedures

 

Introduction

 

Wellington Management Company LLP (“Wellington Management”) has adopted and implemented policies and procedures that it believes are reasonably designed to ensure that proxies are voted in the best economic interests of clients for whom it exercises proxy-voting discretion.

 

Wellington Management’s Proxy Voting Guidelines (the “Guidelines”) set forth broad guidelines and positions on common proxy issues that Wellington Management uses in voting on proxies. In addition, Wellington Management also considers each proposal in the context of the issuer, industry and country or countries in which the issuer’s business is conducted. The Guidelines are not rigid rules and the merits of a particular proposal may cause Wellington Management to enter a vote that differs from the Guidelines.

 

Statement of Policy

 

As a matter of policy, Wellington Management:

 

1.              Votes client proxies for which clients have affirmatively delegated proxy-voting authority, in writing, unless it determines that it is in the best interest of one or more clients to refrain from voting a given proxy.

 

2.              Votes all proxies in the best interests of the client for whom it is voting, i.e., to maximize economic value.

 

3.              Identifies and resolves all material proxy-related conflicts of interest between the firm and its clients in the best interests of the client .

 

Responsibility and Oversight

 

Investor and Counterparty Services (“ICS”) monitors regulatory requirements with respect to proxy voting and works with the firm’s Legal and Compliance Group and the Corporate Governance Committee to develop practices that implement those requirements. Day-to-day administration of the proxy voting process is the responsibility of ICS, which also acts as a resource for portfolio managers and research analysts on proxy matters, as needed. The Corporate Governance Committee is responsible for oversight of the implementation of the Global Proxy Policy and Procedures, review and approval of the Guidelines and for providing advice and guidance on specific proxy votes for individual issuers.

 

Procedures

 

Use of Third-Party Voting Agent

 

Wellington Management uses the services of a third-party voting agent to manage the administrative aspects of proxy voting. The voting agent processes proxies for client accounts, casts votes based on the Guidelines and maintains records of proxies voted.

 

Receipt of Proxy

 

If a client requests that Wellington Management votes proxies on its behalf, the client must instruct its custodian bank to deliver all relevant voting material to Wellington Management or its voting agent.

 

Reconciliation

 

Each public security proxy received by electronic means is matched to the securities eligible to be voted and a reminder is sent to any custodian or trustee that has not forwarded the proxies as due. Although proxies received for private securities, as well as those received in non-electronic format, are voted as received, Wellington Management is not able to reconcile these proxies to holdings, nor does it notify custodians of non-receipt..

 

Research

 

In addition to proprietary investment research undertaken by Wellington Management investment professionals, ICS conducts proxy research internally, and uses the resources of a number of external sources to keep abreast of developments in corporate governance and of current practices of specific companies.

 

Proxy Voting

 

Following the reconciliation process, each proxy is compared against the Guidelines and handled as follows:

 

·                  Generally, issues for which explicit proxy voting guidance is provided in the Guidelines (i.e., “For”, “Against”, “Abstain”) are reviewed by ICS and voted in accordance with the Guidelines.

 

·                  Issues identified as “case-by-case” in the Guidelines are further reviewed by ICS.  In certain circumstances, further input is needed, so the issues are forwarded to the relevant research analyst and/or portfolio manager(s) for their input.

 

·                  Absent a material conflict of interest, the portfolio manager has the authority to decide the final vote.  Different portfolio managers holding the same securities may arrive at different voting conclusions for their clients’ proxies.

 

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Wellington Management reviews regularly the voting record to ensure that proxies are voted in accordance with these Global Proxy Policy and Procedures and the Guidelines; and ensures that documentation and reports, for clients and for internal purposes, relating to the voting of proxies are promptly and properly prepared and disseminated.

 

Material Conflict of Interest Identification and Resolution Processes

 

Wellington Management’s broadly diversified client base and functional lines of responsibility serve to minimize the number of, but not prevent, material conflicts of interest it faces in voting proxies. Annually, the Corporate Governance Committee sets standards for identifying material conflicts based on client, vendor, and lender relationships, and publishes those standards to individuals involved in the proxy voting process. In addition, the Corporate Governance Committee encourages all personnel to contact ICS about apparent conflicts of interest, even if the apparent conflict does not meet the published materiality criteria. Apparent conflicts are reviewed by designated members of the Corporate Governance Committee to determine if there is a conflict and if so whether the conflict is material.

 

If a proxy is identified as presenting a material conflict of interest, the matter must be reviewed by designated members of the Corporate Governance Committee, who will resolve the conflict and direct the vote. In certain circumstances, the designated members may determine that the full Corporate Governance Committee should convene.

 

Other Considerations

 

In certain instances, Wellington Management may be unable to vote or may determine not to vote a proxy on behalf of one or more clients.  While not exhaustive, the following are potential instances in which a proxy vote might not be entered.

 

Securities Lending

 

In general, Wellington Management does not know when securities have been lent out pursuant to a client’s securities lending program and are therefore unavailable to be voted. Efforts to recall loaned securities are not always effective, but, in rare circumstances, Wellington Management may recommend that a client attempt to have its custodian recall the security to permit voting of related proxies.

 

Share Blocking and Re-registration

 

Certain countries impose trading restrictions or requirements regarding re-registration of securities held in omnibus accounts in order for shareholders to vote a proxy. The potential impact of such requirements is evaluated when determining whether to vote such proxies.

 

Lack of Adequate Information, Untimely Receipt of Proxy Materials, or Excessive Costs

 

Wellington Management may abstain from voting a proxy when the proxy statement or other available information is inadequate to allow for an informed vote, when the proxy materials are not delivered in a timely fashion or when, in Wellington Management’s judgment, the costs exceed the expected benefits to clients (such as when powers of attorney or consularization are required).

 

Additional Information

 

Wellington Management maintains records related to proxies pursuant to Rule 204-2 of the Investment Advisers Act of 1940 (the “Advisers Act”), the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and other applicable laws.

 

Wellington Management provides clients with a copy of its Global Proxy Policy and Procedures, including the Guidelines, upon written request. In addition, Wellington Management will make specific client information relating to proxy voting available to a client upon reasonable written request.

 

January 1, 2015

 

Wellington Management Company LLP

 

Global Proxy Voting Guidelines

 

Introduction

 

Upon a client’s written request, Wellington Management Company LLP (“Wellington Management”) votes securities that are held in the client’s account in response to proxies solicited by the issuers of such securities.  Wellington Management established these Global Proxy Voting Guidelines to document positions generally taken on common proxy issues voted on behalf of clients.

 

These guidelines are based on Wellington Management’s fiduciary obligation to act in the best economic interest of its clients as shareholders.  Hence, Wellington Management examines and votes each proposal so that the long-term effect of the vote will ultimately increase shareholder value for our clients. Because ethical considerations can have an impact on the long-term value of assets, our voting practices are also attentive to these issues and votes will be cast against unlawful and unethical activity. Further, Wellington Management’s experience in voting proposals has shown that similar proposals often have different consequences for different companies.  Moreover, while these Global Proxy Voting Guidelines are written to apply globally, differences in local practice and law make universal application impractical.  Therefore, each proposal is evaluated on its merits, taking into account its effects on the specific company in question, and on the company within its industry.  It should be noted that the following are

 

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guidelines, and not rigid rules, and Wellington Management reserves the right in all cases to vote contrary to guidelines where doing so is judged to represent the best economic interest of its clients.

 

Following is a list of common proposals and the guidelines on how Wellington Management anticipates voting on these proposals. The “(SP)” after a proposal indicates that the proposal is usually presented as a Shareholder Proposal.

 

Voting Guidelines

 

Composition and Role of the Board of Directors

 

Election of Directors. Case-by-Case. Wellington Management believes that shareholders’ ability to elect directors annually is the most important right shareholders have. Wellington Management generally supports management nominees, but will withhold votes from any director who is demonstrated to have acted contrary to the best economic interest of shareholders. Wellington Management may also withhold votes from directors who failed to implement shareholder proposals that received majority support, implemented dead-hand or no-hand poison pills, or failed to attend at least 75% of scheduled board meetings.

 

Classify Board of Directors. Against. Wellington Management will also vote in favor of shareholder proposals seeking to declassify boards.

 

Adopt Director Tenure/Retirement Age (SP). Against.

 

Adopt Director & Officer Indemnification. For. Wellington Management generally supports director and officer indemnification as critical to the attraction and retention of qualified candidates to the board. Such proposals must incorporate the duty of care.

 

Allow Special Interest Representation to Board (SP). Against.

 

Require Board Independence. For. Wellington Management believes that, in the absence of a compelling counter-argument or prevailing market norms, at least 65% of a board should be comprised of independent directors, with independence defined by the local market regulatory authority.  Wellington Management’s support for this level of independence may include withholding approval for non-independent directors, as well as votes in support of shareholder proposals calling for independence.

 

Require Key Board Committees to be Independent. For. Key board committees are the Nominating, Audit, and Compensation Committees. Exceptions will be made, as above, in respect of local market conventions.

 

Require a Separation of Chair and CEO or Require a Lead Director (SP). Case-by-Case. Wellington Management will generally support management proposals to separate the Chair and CEO or establish a Lead Director.

 

Approve Directors’ Fees. For.

 

Approve Bonuses for Retiring Directors. Case-by-Case.

 

Elect Supervisory Board/Corporate Assembly. For.

 

Elect/Establish Board Committee. For.

 

Adopt Shareholder Access/Majority Vote on Election of Directors (SP). Case-by-Case. Wellington Management believes that the election of directors by a majority of votes cast is the appropriate standard for companies to adopt and therefore generally will support those proposals that seek to adopt such a standard. Wellington Management’s support for such proposals will extend typically to situations where the relevant company has an existing resignation policy in place for directors that receive a majority of “withhold” votes. Wellington Management believes that it is important for majority voting to be defined within the company’s charter and not simply within the company’s corporate governance policy. Generally Wellington Management will not support proposals that fail to provide for the exceptional use of a plurality standard in the case of contested elections. Further, Wellington Management will not support proposals that seek to adopt a majority of votes outstanding (i.e., total votes eligible to be cast as opposed to actually cast) standard.

 

Management Compensation

 

Adopt/Amend Stock Option Plans. Case-by-Case.

 

Adopt/Amend Employee Stock Purchase Plans. For.

 

Approve/Amend Bonus Plans. Case-by-Case.

 

In the US, Bonus Plans are customarily presented for shareholder approval pursuant to Section 162(m) of the Omnibus Budget Reconciliation Act of 1992 (“OBRA”). OBRA stipulates that certain forms of compensation are not tax-deductible unless approved by shareholders and subject to performance criteria. Because OBRA does not prevent the payment of subject compensation, Wellington Management generally votes “for” these proposals. Nevertheless, occasionally these proposals are presented in a bundled form seeking 162 (m) approval and approval of a stock option plan. In such cases, failure of the proposal prevents the awards from being granted. Wellington Management will vote against these proposals where the grant portion of the proposal fails its guidelines for the evaluation of stock option plans.

 

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Approve Remuneration Policy. Case-by-Case.

 

To approve compensation packages for named executive Officers: Case-by-case.

 

To determine whether the compensation vote will occur every 1, 2, or 3 years: 1 Year

 

Exchange Underwater Options. Case-by-Case.

 

Wellington Management may support value-neutral exchanges in which senior management is ineligible to participate.

 

Eliminate or Limit Severance Agreements (Golden Parachutes). Case-by-Case. Wellington Management will oppose excessively generous arrangements, but may support agreements structured to encourage management to negotiate in shareholders’ best economic interest.

 

To approve golden parachute arrangements in connection with certain corporate transactions: Case-by-Case

 

Shareholder Approval of Future Severance Agreements Covering Senior Executives (SP). Case-by-Case. Wellington Management believes that severance arrangements require special scrutiny, and is generally supportive of proposals that call for shareholder ratification thereof. But, Wellington Management is also mindful of the board’s need for flexibility in recruitment and retention and will therefore oppose limitations on board compensation policy where respect for industry practice and reasonable overall levels of compensation have been demonstrated.

 

Expense Future Stock Options (SP). For.

 

Shareholder Approval of All Stock Option Plans (SP). For.

 

Disclose All Executive Compensation (SP). For.

 

Reporting of Results

 

Approve Financial Statements. For.

 

Set Dividends and Allocate Profits. For.

 

Limit Non-Audit Services Provided by Auditors (SP). Case-by-Case. Wellington Management follows the guidelines established by the Public Company Accounting Oversight Board regarding permissible levels of non-audit fees payable to auditors.

 

Ratify Selection of Auditors and Set Their Fees. Case-by-Case. Wellington Management will generally support management’s choice of auditors, unless the auditors have demonstrated failure to act in shareholders’ best economic interest.

 

Elect Statutory Auditors. Case-by-Case.

 

Shareholder Approval of Auditors (SP). For.

 

Shareholder Voting Rights

 

Adopt Cumulative Voting (SP). Against.

 

Wellington Management is likely to support cumulative voting proposals at “controlled” companies (i.e., companies with a single majority shareholder), or at companies with two-tiered voting rights.

 

Shareholder Rights Plans. Case-by-Case.

 

Also known as Poison Pills, these plans can enable boards of directors to negotiate higher takeover prices on behalf of shareholders. However, these plans also may be misused to entrench management. The following criteria are used to evaluate both management and shareholder proposals regarding shareholder rights plans. We generally support plans that include:

 

·                  Shareholder approval requirement

 

·                  Sunset provision

 

·                  Permitted bid feature (i.e., bids that are made for all shares and demonstrate evidence of financing must be submitted to a shareholder vote).

 

Because boards generally have the authority to adopt shareholder rights plans without shareholder approval, Wellington Management is equally vigilant in its assessment of requests for authorization of blank check preferred shares (see below).

 

Authorize Blank Check Preferred Stock. Case-by-Case.

 

Wellington Management may support authorization requests that specifically proscribe the use of such shares for anti-takeover purposes.

 

Eliminate Right to Call a Special Meeting. Against.

 

Establish Right to Call a Special Meeting or Lower Ownership Threshold to Call a Special Meeting (SP). Case-by-Case.

 

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Increase Supermajority Vote Requirement. Against.

 

Wellington Management likely will support shareholder and management proposals to remove existing supermajority vote requirements.

 

Adopt Anti-Greenmail Provision. For.

 

Adopt Confidential Voting (SP). Case-by-Case.

 

Wellington Management requires such proposals to include a provision to suspend confidential voting during contested elections so that management is not subject to constraints that do not apply to dissidents.

 

Remove Right to Act by Written Consent. Against.

 

Capital Structure

 

Increase Authorized Common Stock. Case-by-Case.

 

Wellington Management generally supports requests for increases up to 100% of the shares currently authorized. Exceptions will be made when the company has clearly articulated a reasonable need for a greater increase. Conversely, at companies trading in less liquid markets, Wellington Management may impose a lower threshold.

 

Approve Merger or Acquisition. Case-by-Case.

 

Approve Technical Amendments to Charter. Case-by-Case.

 

Opt Out of State Takeover Statutes. For.

 

Authorize Share Repurchase. For.

 

Authorize Trade in Company Stock. For.

 

Approve Stock Splits. Case-by-Case.

 

Wellington Management approves stock splits and reverse stock splits that preserve the level of authorized, but unissued shares.

 

Approve Recapitalization/Restructuring. Case-by-Case.

 

Issue Stock with or without Preemptive Rights. Case-by-Case.

 

Issue Debt Instruments. Case-by-Case.

 

Environmental and Social Issues

 

Wellington Management expects portfolio companies to comply with applicable laws and regulations with regards to environmental and social standards. Wellington Management evaluates shareholder proposals related to environmental and social issues on a case-by-case basis.

 

Disclose Political and PAC Gifts (SP). Case-by-Case.

 

Report on Sustainability (SP). Case-by-Case.

 

Miscellaneous

 

Approve Other Business. Against.

 

Approve Reincorporation. Case-by-Case.

 

Approve Third-Party Transactions. Case-by-Case.

 

March 8, 2012

 

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APPENDIX A

 

The credit rating information which follows describes how the credit rating services mentioned presently rate the described securities or loans. No reliance is made upon the credit rating firms as “experts” as that term is defined for securities purposes. Rather, reliance on this information is on the basis that such ratings have become generally accepted in the investment business.

 

In the case of “split-rated” securities or loans (i.e., securities or loans assigned non-equivalent credit quality ratings, such as Baa by Moody’s but BB by S&P or Ba by Moody’s and BB by S&P but B by Fitch), the Sub-Adviser will determine whether a particular security or loan is considered investment grade or below-investment grade for each of the Fund’s portfolios as follows: (a) if all three credit rating agencies have rated a security or loan the median credit rating is used for this determination and (b) if only two credit rating agencies have rated a security, the lower (e.g., most conservative) credit rating is used.  In the case of intermediate ratings, they are included in the category of the primary rating.  For example, BBB- and BBB+ are included in BBB and Baa includes Baa1, Baa2 and Baa3.

 

LONG-TERM CREDIT RATINGS

 

MOODY’S INVESTORS SERVICE, INC. (“MOODY’S”)

 

Aaa — Obligations rated Aaa are judged to be of the highest quality, subject to the lowest level of credit risk.

 

Aa — Obligations rated Aa are judged to be of high quality and are subject to very low credit risk.

 

A — Obligations rated A are judged to be upper-medium grade and are subject to low credit risk.

 

Baa — Obligations rated Baa are judged to be medium-grade and subject to moderate credit risk and as such may possess certain speculative characteristics.

 

Ba — Obligations rated Ba are judged to be speculative and are subject to substantial credit risk.

 

B — Obligations rated B are considered speculative and are subject to high credit risk.

 

Caa — Obligations rated Caa are judged to be speculative of poor standing and are subject to very high credit risk.

 

Ca — Obligations rated Ca are highly speculative and are likely in, or very near, default, with some prospect of recovery of principal and interest.

 

C — Obligations rated C are the lowest rated and are typically in default, with little prospect for recovery of principal or interest.

 

Moody’s appends numerical modifiers 1, 2, and 3 to each generic rating classification from Aa through Caa. The modifier 1 indicates that the obligation ranks in the higher end of its generic rating category; the modifier 2 indicates a mid-range ranking; and the modifier 3 indicates a ranking in the lower end of that generic rating category. Additionally, a “(hyb)” indicator is appended to all ratings of hybrid securities issued by banks, insurers, finance companies, and securities firms. By their terms, hybrid securities allow for the omission of scheduled dividends, interest, or principal payments, which can potentially result in impairment if such an omission occurs. Hybrid securities may also be subject to contractually allowable write-downs of principal that could result in impairment. Together with the hybrid indicator, the long-term obligation rating assigned to a hybrid security is an expression of the relative credit risk associated with that security.

 

STANDARD & POOR’S RATINGS SERVICES (“STANDARD & POOR’S”)

 

AAA — An obligation rated ‘AAA’ has the highest rating assigned by Standard & Poor’s. The obligor’s capacity to meet its financial commitment on the obligation is extremely strong.

 

AA — An obligation rated ‘AA’ differs from the highest-rated obligations only to a small degree. The obligor’s capacity to meet its financial commitment on the obligation is very strong.

 

A — An obligation rated ‘A’ is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligations in higher-rated categories. However, the obligor’s capacity to meet its financial commitment on the obligation is still strong.

 

BBB — An obligation rated ‘BBB’ exhibits adequate protection parameters. However, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity of the obligor to meet its financial commitment on the obligation.

 

BB, B, CCC, CC, C — Obligations rated ‘BB’, ‘B’, ‘CCC’, ‘CC’, and ‘C’ are regarded as having significant speculative characteristics. ‘BB’ indicates the least degree of speculation and ‘C’ the highest. While such obligations will likely have some quality and protective characteristics, these may be outweighed by large uncertainties or major exposures to adverse conditions.

 

BB — An obligation rated ‘BB’ is less vulnerable to nonpayment than other speculative issues. However, it faces major ongoing uncertainties or exposure to adverse business, financial, or economic conditions which could lead to the obligor’s inadequate capacity to meet its financial commitment on the obligation.

 

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B — An obligation rated ‘B’ is more vulnerable to nonpayment than obligations rated ‘BB’, but the obligor currently has the capacity to meet its financial commitment on the obligation. Adverse business, financial, or economic conditions will likely impair the obligor’s capacity or willingness to meet its financial commitment on the obligation.

 

CCC — An obligation rated ‘CCC’ is currently vulnerable to nonpayment, and is dependent upon favorable business, financial, and economic conditions for the obligor to meet its financial commitment on the obligation. In the event of adverse business, financial, or economic conditions, the obligor is not likely to have the capacity to meet its financial commitment on the obligation.

 

CC — An obligation rated ‘CC’ is currently highly vulnerable to nonpayment. The ‘CC’ rating is used when a default has not yet occurred, but Standard & Poor’s expects default to be a virtual certainty, regardless of the anticipated time to default.

 

C — An obligation rated ‘C’ is currently highly vulnerable to nonpayment,and the obligation is expected to have lower relative seniority or lower ultimate recovery compared to obligations that are rated higher.

 

D — An obligation rated ‘D’ is in default or in breach of an imputed promise. For non-hybrid capital instruments, the ‘D’ rating category is used when payments on an obligation are not made on the date due, unless Standard & Poor’s believes that such payments will be made within five business days in the absence of a stated grace period or within the earlier of the stated grace period or 30 calendar days. The ‘D’ rating also will be used upon the filing of a bankruptcy petition or the taking of similar action and where default on an obligation is a virtual certainty, for example due to automatic stay provisions. An obligation’s rating is lowered to ‘D’ if it is subject to a distressed exchange offer.

 

Plus (+) or minus (-)

 

The ratings from ‘AA’ to ‘CCC’ may be modified by the addition of a plus (+) or minus (-) sign to show relative standing within the major rating categories.

 

NR — This indicates that no rating has been requested, that there is insufficient information on which to base a rating, or that Standard & Poor’s does not rate a particular obligation as a matter of policy.

 

SHORT-TERM CREDIT RATINGS

 

MOODY’S

 

·                  P-1 - Issuers (or supporting institutions) rated Prime-1 have a superior ability to repay short-term debt obligations

 

·                  P-2 - Issuers (or supporting institutions) rated Prime-2 have a strong ability to repay short-term debt obligations

 

·                  P-3 - Issuers (or supporting institutions) rated Prime-3 have an acceptable ability to repay short-term obligations.

 

·                  NP - Issuers (or supporting institutions) rated Not Prime do not fall within any of the Prime rating categories.

 

STANDARD & POOR’S

 

A-1 — A short-term obligation rated “A—1” is rated in the highest category by Standard & Poor’s. The obligor’s capacity to meet its financial commitment on the obligation is strong. Within this category, certain obligations are designated with a plus sign (+). This indicates that the obligor’s capacity to meet its financial commitments is extremely strong.

 

A-2 — A short-term obligation rated “A—2” is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligations in higher rating categories. However, the obligor’s capacity to meet its financial commitment on the obligation is satisfactory.

 

A-3 — A short-term obligation rated “A—3” exhibits adequate protection parameters. However, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity of the obligor to meet its financial commitment on the obligation.

 

B — A short-term obligation rated “B” is regarded as vulnerable and has significant speculative characteristics. The obligor currently has the capacity to meet its financial commitments; however, it faces major ongoing uncertainties which could lead to the obligor’s inadequate capacity to meet its financial commitments on the obligation.

 

C — A short-term obligation rated “C” is currently vulnerable to nonpayment and is dependent upon favorable business, financial, and economic conditions for the obligor to meet its financial commitments on the obligation.

 

D — A short-term obligation rated “D” is in payment default. The ‘D’ rating category is used when payments on an obligation are not made on the date due, unless Standard & Poor’s believes that such payments will be made within any stated grace period. The “D” rating also will be used upon the filing of a bankruptcy petition or the taking of a similar action if payments on an obligation are jeopardized.

 

NR — An issuer designated NR is not rated.

 

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RATING OF MUNICIPAL OBLIGATIONS S

 

STANDARD & POOR’S - MUNICIPAL NOTES.

 

A Standard & Poor’s municipal note rating reflects Standard & Poor’s opinion about the liquidity factors and market access risks unique to the notes. Notes due in three years or less will likely receive a note rating. Notes with an original maturity of more than three years will most likely receive a long-term debt rating. In determining which type of rating, if any, to assign, Standard & Poor’s analysis will review the following considerations: (1) Amortization schedule—the larger the final maturity relative to other maturities, the more likely it will be treated as a note; and (2) Source of payment—the more dependent the issue is on the market for its refinancing, the more likely it will be treated as a note.

 

Note rating symbols are as follows:

 

SP-1 - Strong capacity to pay principal and interest. An issue determined to possess a very strong capacity to pay debt service is given a plus (+) designation.

 

SP-2 - Satisfactory capacity to pay principal and interest, with some vulnerability to adverse financial and economic changes over the term of the notes.

 

SP-3 - Speculative capacity to pay principal and interest.

 

MOODY’S.

 

SHORT-TERM OBLIGATIONS RATINGS

 

There are three rating categories for short-term municipal obligations that are considered investment grade. These ratings are designated as Municipal Investment Grade (MIG) and are divided into three levels — MIG 1 through MIG 3. In addition, those short-term obligations that are of speculative quality are designated SG, or speculative grade. MIG ratings expire at the maturity of the obligation.

 

MIG 1. This designation denotes superior quality.

 

Excellent protection is afforded by established cash flows, highly reliable liquidity support, or demonstrated broad-based access to the market for refinancing.

 

MIG 2. This designation denotes strong credit quality. Margins of protection, are ample although not so large as in the preceding group.

 

MIG 3. This designation denotes acceptable credit quality. Liquidity and cash flow protection may be narrow and market access for refinancing is likely to be less well established.

 

SG. This designation denotes speculative-grade quality. Debt instruments in this category may lack sufficient margins of protection.

 

DEMAND OBLIGATION RATINGS

 

In the case of variable rate demand obligations (VRDOs), a two-component rating is assigned; a long or short-term debt rating and a demand obligation rating. The first element represents Moody’s evaluation of the degree of risk associated with scheduled principal and interest payments. The second element represents Moody’s evaluation of the degree of risk associated with the ability to receive purchase price upon demand (“demand feature”), using a variation of the MIG rating scale, the Variable Municipal Investment Grade or VMIG rating.

 

When either the long- or short-term aspect of a VRDO is not rated, that piece is designated NR, e.g., Aaa/NR or NR/VMIG 1.

 

VMIG rating expirations are a function of each issue’s specific structural or credit features.

 

VMIG 1. This designation denotes superior credit quality. Excellent protection is afforded by the superior short-term credit strength of the liquidity provider and structural and legal protections that ensure the timely payment of purchase price upon demand. Excellent protection is afforded by established cash flows, highly reliable liquidity support, or demonstrated broad-based access to the market for refinancing.

 

VMIG 2. This designation denotes strong credit quality. Good protection is afforded by the strong short-term credit strength of the liquidity provider and structural and legal protections that ensure the timely payment of purchase price upon demand.

 

VMIG 3. This designation denotes acceptable credit quality. Adequate protection is afforded by the satisfactory short-term credit strength of the liquidity provider and structural and legal protections that ensure the timely payment of purchase price upon demand.

 

SG. This designation denotes speculative-grade credit quality. Demand features rated in this category may be supported by a liquidity provider that does not have an investment grade short-term rating or may lack the structural and/or legal protections necessary to ensure the timely payment of purchase price upon demand.

 

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DUAL RATINGS

 

STANDARD & POOR’S

 

Dual ratings may be assigned to debt issues that have a put option or demand feature. The first component of the rating addresses the likelihood of repayment of principal and interest as due, and the second component of the rating addresses only the demand feature. The first component of the rating can relate to either a short-term or long-term transaction and accordingly use either short-term or long-term rating symbols. The second component of the rating relates to the put option and is assigned a short-term rating symbol (for example, ‘AAA/A-1+’ or ‘A-1+/A-1’). With U.S. municipal short-term demand debt, the U.S. municipal short-term note rating symbols are used for the first component of the rating (for example, ‘SP-1+/A-1+’).

 

INTERNATIONAL LONG-TERM CREDIT RATINGS

 

FITCH, INC.

 

The following ratings scale applies to foreign currency and local currency ratings.

 

INVESTMENT GRADE

 

AAA

 

Highest credit quality. ‘AAA’ ratings denote the lowest expectation of credit risk. They are assigned only in case of exceptionally strong capacity for timely payment of financial commitments. This capacity is highly unlikely to be adversely affected by foreseeable events.

 

AA

 

Very high credit quality. ‘AA ratings denote a very low expectation of credit risk. They indicate very strong capacity for payment of financial commitments. This capacity is not significantly vulnerable to foreseeable events.

 

A

 

High credit quality. ‘A’ ratings denote expectations of low default risk. The capacity for payment of financial commitments is considered strong. This capacity may, nevertheless, be more vulnerable to adverse business or economic conditions than is the case for higher ratings.

 

BBB

 

Good credit quality. ‘BBB’ ratings indicate that expectations of default risk are currently low. The capacity for payment of financial commitments is considered adequate but adverse business or economic conditions are more likely to impair this capacity.

 

BB

 

Speculative. ‘BB’ ratings indicate an elevated vulnerability to default risk, particularly in the event of adverse changes in business or economic conditions over time; however, business or financial flexibility exists which supports the servicing of financial commitments.

 

B

 

Highly speculative. ‘B’ ratings indicate that material default risk is present, but a limited margin of safety remains. Financial commitments are currently being met; however, capacity for continued payment is vulnerable to deterioration in the business and economic environment.

 

CCC

 

Substantial credit risk. Default is a real possibility.

 

CC

 

Very high levels of credit risk. Default of some kind appears probable.

 

C

 

Exceptionally high levels of credit risk. Default is imminent or inevitable, or the issuer is in standstill. Conditions that are indicative of a ‘C’ category rating for an issuer include:

 

·                  a. the issuer has entered into a grace or cure period following non-payment of a material financial obligation;

 

·                  b. the issuer has entered into a temporary negotiated waiver or standstill agreement following a payment default on a material financial obligation; or

 

·                  c. Fitch Ratings otherwise believes a condition of ‘RD’ or ‘D’ to be imminent or inevitable, including through the formal announcement of a distressed debt exchange.

 

RD

 

Restricted default. ‘RD’ ratings indicate an issuer that in Fitch Ratings’ opinion has experienced an uncured payment default on a bond, loan or other material financial obligation but which has not entered into bankruptcy filings, administration, receivership, liquidation or other formal winding-up procedure, and which has not otherwise ceased operating. This would include:

 

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·                  a. the selective payment default on a specific class or currency of debt;

 

·                  b. the uncured expiry of any applicable grace period, cure period or default forbearance period following a payment default on a bank loan, capital markets security or other material financial obligation;

 

·                  c. the extension of multiple waivers or forbearance periods upon a payment default on one or more material financial obligations, either in series or in parallel; or

 

·                  d. execution of a distressed debt exchange on one or more material financial obligations.

 

D

 

Default. ‘D’ ratings indicate an issuer that in Fitch Ratings’ opinion has entered into bankruptcy filings, administration, receivership, liquidation or other formal winding-up procedure, or which has otherwise ceased business.

 

Default ratings are not assigned prospectively to entities or their obligations; within this context, non-payment on an instrument that contains a deferral feature or grace period will generally not be considered a default until after the expiration of the deferral or grace period, unless a default is otherwise driven by bankruptcy or other similar circumstance, or by a distressed debt exchange.

 

“Imminent” default typically refers to the occasion where a payment default has been intimated by the issuer, and is all but inevitable. This may, for example, be where an issuer has missed a scheduled payment, but (as is typical) has a grace period during which it may cure the payment default. Another alternative would be where an issuer has formally announced a distressed debt exchange, but the date of the exchange still lies several days or weeks in the immediate future.

 

In all cases, the assignment of a default rating reflects the agency’s opinion as to the most appropriate rating category consistent with the rest of its universe of ratings, and may differ from the definition of default under the terms of an issuer’s financial obligations or local commercial practice.

 

Note: The modifiers “+” or “-” may be appended to a rating to denote relative status within major rating categories. Such suffixes are not added to the ‘AAA’ Long-Term IDR category, or to Long-Term IDR categories below ‘B’.

 

INTERNATIONAL SHORT-TERM CREDIT RATINGS

 

FITCH, INC.

 

A short-term issuer or obligation rating is based in all cases on the short-term vulnerability to default of the rated entity or security stream and relates to the capacity to meet financial obligations in accordance with the documentation governing the relevant obligation. Short-Term Ratings are assigned to obligations whose initial maturity is viewed as “short term” based on market convention. Typically, this means up to 13 months for corporate, sovereign, and structured obligations, and up to 36 months for obligations in U.S. public finance markets.

 

F1

 

Highest short-term credit quality. Indicates the strongest intrinsic capacity for timely payment of financial commitments; may have an added “+” to denote any exceptionally strong credit feature.

 

F2

 

Good short-term credit quality. Good intrinsic capacity for timely payment of financial commitments.

 

F3

 

Fair short-term credit quality. The capacity for timely payment of financial commitments is adequate; however, near-term adverse changes could result in a reduction to non-investment grade.

 

B

 

Speculative short-term credit quality. Minimal capacity for timely payment of financial commitments, plus heightened vulnerability to near-term adverse changes in financial and economic conditions.

 

C

 

High short-term default risk. Default is a real possibility.

 

RD

 

Restricted default. Indicates an entity that has defaulted on one or more of its financial commitments, although it continues to meet other financial obligations. Typically applicable to entity ratings only.

 

D

 

Default. Indicates a broad-based default event for an entity, or the default of a short-term obligation.

 

MFSAI15-MUNI

 

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PART C

 

OTHER INFORMATION

 

Item 28. Exhibits

 

a.(i)                       Articles of Restatement dated July 9, 2010 (incorporated by reference to Post-Effective Amendment No. 86 to Registration Statement on Form N-1A (File No. 333-02381) filed on December 15, 2010)

 

a.(ii)                         Articles Supplementary dated August 13, 2010 (incorporated by reference to Post-Effective Amendment No. 86 to Registration Statement on Form N-1A (File No. 333-02381) filed on December 15, 2010)

 

a.(iii)                          Articles of Amendment dated November 30, 2010 (incorporated by reference to Post-Effective Amendment No. 86 to Registration Statement on Form N-1A (File No. 333-02381) filed on December 15, 2010)

 

a.(iv)                        Articles of Amendment dated November 30, 2010 (incorporated by reference to Post-Effective Amendment No. 86 to Registration Statement on Form N-1A (File No. 333-02381) filed on December 15, 2010)

 

a.(v)                       Articles Supplementary dated February 25, 2011 (incorporated by reference to Post-Effective Amendment No. 88 to Registration Statement on Form N-1A (File No. 333-02381) filed on March 15, 2011)

 

a.(vi)                        Articles Supplementary dated July 14, 2011 (incorporated by reference to Post-Effective Amendment No. 94 to Registration Statement on Form N-1A (File No. 333-02381) filed on September 30, 2011)

 

a.(vii)                          Articles of Amendment dated July 14, 2011 (incorporated by reference to Post-Effective Amendment No. 94 to Registration Statement on Form N-1A (File No. 333-02381) filed on September 30, 2011)

 

a.(viii)                           Articles of Amendment dated August 8, 2011 (incorporated by reference to Post-Effective Amendment No. 94 to Registration Statement on Form N-1A (File No. 333-02381) filed on September 30, 2011)

 

a.(ix)                        Articles Supplementary dated August 10, 2011 (incorporated by reference to Post-Effective Amendment No. 94 to Registration Statement on Form N-1A (File No. 333-02381) filed on September 30, 2011)

 

a.(x)                       Articles of Amendment dated April 11, 2012 (incorporated by reference to Post-Effective Amendment No. 107 to Registration Statement on Form N-1A (File No. 333-02381) filed on September 17, 2012)

 

a.(xi)                        Articles of Amendment dated April 27, 2012 (incorporated by reference to Post-Effective Amendment No. 107 to Registration Statement on Form N-1A (File No. 333-02381) filed on September 17, 2012)

 

a.(xii)                          Articles Supplementary dated April 27, 2012 (incorporated by reference to Post-Effective Amendment No. 107 to Registration Statement on Form N-1A (File No. 333-02381) filed on September 17, 2012)

 

a.(xiii)                           Articles Supplementary dated June 1, 2012 (incorporated by reference to Post-Effective Amendment No. 107 to Registration Statement on Form N-1A (File No. 333-02381) filed on September 17, 2012)

 

a.(xiv)                         Articles Supplementary dated October 31, 2012 (incorporated by reference to Post-Effective Amendment No. 109 to Registration Statement on Form N-1A (File No. 333-02381) filed on November 30, 2012)

 

a.(xv)                        Certificate of Correction dated January 24, 2013 (incorporated by reference to Post-Effective Amendment No. 116 to Registration Statement on Form N-1A (File No. 333-02381) filed on February 28, 2013)

 

a.(xvi)                         Articles Supplementary dated February 27, 2013 (incorporated by reference to Post-Effective Amendment No. 116 to Registration Statement on Form N-1A (File No. 333-02381) filed on February 28, 2013)

 

a.(xvii)                           Articles Supplementary dated June 28, 2013 (incorporated by reference to Post-Effective Amendment No. 121 to Registration Statement on Form N-1A (File No. 333-02381) filed on December 19, 2013)

 

a.(xviii)                            Articles Supplementary dated August 7, 2013 (incorporated by reference to Post-Effective Amendment No. 121 to Registration Statement on Form N-1A (File No. 333-02381) filed on December 19, 2013)

 

1



 

a.(xix)                                  Articles Supplementary dated November 19, 2013 (incorporated by reference to Post-Effective Amendment No. 119 to Registration Statement on Form N-1A (File No. 333-02381) filed on November 29, 2013)

 

a.(xx)                                     Articles of Amendment dated February 25, 2014 (incorporated by reference to Post-Effective Amendment No. 123 to Registration Statement on Form N-1A (File No. 333-02381) filed on February 28, 2014)

 

a.(xxi)                                  Articles Supplementary dated March 6, 2014 (incorporated by reference to Post-Effective Amendment No. 126 to Registration Statement on Form N-1A (File No. 333-02381) filed on April 30, 2014)

 

a.(xxii)                               Certificate of Correction dated April 29, 2014 (incorporated by reference to Post-Effective Amendment No. 126 to Registration Statement on Form N-1A (File No. 333-02381) filed on April 30, 2014)

 

a.(xxiii)                            Articles of Amendment dated May 30, 2014 (incorporated by reference to Post-Effective Amendment No. 128 to Registration Statement on Form N-1A (File No. 333-02381) filed on May 30, 2014)

 

a.(xxiv)                           Articles Supplementary dated July 23, 2014 (incorporated by reference to Post-Effective Amendment No. 132 to Registration Statement on Form N-1A (File No. 333-02381) filed on August 29, 2014)

 

a.(xxv)                              Articles Supplementary dated October 27, 2014 (incorporated by reference to Post-Effective Amendment No. 134 to Registration Statement on Form N-1A (File No. 333-02381) filed on November 7, 2014)

 

a.(xxvi)                           Articles Supplementary dated November 27, 2014 (incorporated by reference to Post-Effective Amendment No. 136 to Registration Statement on Form N-1A (File No. 333-02381) filed on December 19, 2014)

 

a.(xxvii)                        Articles Supplementary dated February 18, 2015  (incorporated by reference to Post-Effective Amendment No. 137 to Registration Statement on Form N-1A (File No. 333-02381) filed on February 27, 2015)

 

a.(xxviii)                     Articles Supplementary dated May 26, 2015 (filed herewith)

 

b.                                Amended and Restated Bylaws (incorporated by reference to Post-Effective Amendment No. 137 to Registration Statement on Form N-1A (File No. 333-02381) filed on February 27, 2015)

 

c.                                 Not Applicable

 

d.(i)                        Form of Investment Management Agreement with Hartford Funds Management Company, LLC (incorporated by reference to Post-Effective Amendment No. 132 to Registration Statement on form N-1A (File No. 333-02381) filed on August 29, 2014)

 

d.(i).a                         Form of Revised Schedules A and B to the Investment Management Agreement with Hartford Funds Management Company, LLC (filed herewith)

 

d.(ii)                           Form of Investment Sub-Advisory Agreement with Wellington Management Company LLP dated January 1, 2013 (incorporated by reference to Post-Effective Amendment No. 116 to Registration Statement on Form N-1A (File No. 333-02381) filed on February 28, 2013)

 

d.(ii).a                          Novation Agreement dated December 4, 2014  (incorporated by reference to Post-Effective Amendment No. 137 to Registration Statement on Form N-1A (File No. 333-02381) filed on February 27, 2015)

 

e.(i)                        Amended and Restated Principal Underwriting Agreement (incorporated by reference to Post-Effective Amendment No. 131 to Registration Statement on Form N-1A (File No. 333-02381) filed on August 27, 2014)

 

e.(i).a              Amendment Number 1 Principal Underwriting Agreement (incorporated by reference to Post-Effective Amendment No. 119 to Registration Statement on Form N-1A (File No. 333-02381) filed on November 29, 2013)

 

e.(i).b              Form of Amendment Number 2 to Principal Underwriting Agreement (incorporated by reference to Post-Effective Amendment No. 126 to Registration Statement on Form N-1A (File No. 333-02381) filed on April 30, 2014)

 

2



 

e.(i).c               Amendment Number 3 to Principal Underwriting Agreement (incorporated by reference to Post-Effective Amendment No. 131 to Registration Statement on Form N-1A (File No. 333-02381) filed on August 27, 2014)

 

e.(i).d              Amendment Number 4 to Principal Underwriting Agreement (incorporated by reference to Post-Effective Amendment No. 132 to Registration Statement on form N-1A (File No. 333-02381) filed on August 29, 2014)

 

e.(i).e               Form of Amendment Number 5 to Principal Underwriting Agreement (filed herewith)

 

e.(ii)                     Form of Selling Agreement (incorporated by reference to Post-Effective Amendment No. 134 to Registration Statement on Form N-1A (File No. 333-02381) filed on November 7, 2014)

 

f.                            Not Applicable

 

g.(i)                       Custodian Agreement with JP Morgan Chase Bank, N.A. (incorporated by reference to Post-Effective Amendment No. 116 to Registration Statement on Form N-1A (File No. 333-02381) filed on February 28, 2013)

 

g.(ii)                            Custodian Agreement with State Street Bank and Trust Company (incorporated by reference to Post-Effective Amendment No. 137 to Registration Statement on Form N-1A (File No. 333-02381) filed on February 27, 2015)

 

g.(iii)                           Form of Prime Broker Margin Account Agreement (incorporated by reference to Post-Effective Amendment No. 132 to Registration Statement on Form N-1A (File No. 333-02381) filed on August 29, 2014)

 

h.(i)                        Transfer Agency and Service Agreement with Hartford Administrative Services Company dated December 1, 2014 (incorporated by reference to Post-Effective Amendment No. 136 to Registration Statement on Form N-1A (File No. 333-02381) filed on December 19, 2014)

 

h.(ii)                           Share Purchase Agreement (incorporated by reference to Post-Effective Amendment No. 35 to Registration Statement on Form N-1A (File No. 333-02381) filed on May 19, 2004)

 

h.(iii)                          Fund Accounting Agreement with Hartford Funds Management Company, LLC dated December 31, 2014  (incorporated by reference to Post-Effective Amendment No. 137 to Registration Statement on Form N-1A (File No. 333-02381) filed on February 27, 2015)

 

h.(iii).a           Form of Amendment One To Fund Accounting Agreement (filed herewith)

 

h.(iv).a.                   Form of Amended and Restated Expense Limitation Agreement dated May 29, 2015  (filed herewith)

 

h.(iv).b.                   Form of Management Fee Waiver Agreement for the Municipal Opportunities Fund dated March 1, 2015  (incorporated by reference to Post-Effective Amendment No. 137 to Registration Statement on Form N-1A (File No. 333-02381) filed on February 27, 2015)

 

h.(v)                        Transfer Agency Fee Waiver Agreement (incorporated by reference to Post-Effective Amendment No. 66 to Registration Statement on Form N-1A (File No. 333-02381) filed on February 28, 2008)

 

h.(v).a                         Transfer Agency Fee Waiver Agreement Global All-Asset Fund, Global Real Asset Fund and International Value Fund (incorporated by reference to Post-Effective Amendment No. 85 to Registration Statement on Form N-1A (File No. 333-02381) filed on May 28, 2010)

 

h.(v).b                          Transfer Agency Fee Waiver Agreement Floating Rate High Income Fund (incorporated by reference to Post-Effective Amendment No. 116 to Registration Statement on Form N-1A (File No. 333-02381) filed on February 28, 2013)

 

h.(v).c                          Transfer Agency Fee Waiver Agreement Quality Bond Fund (incorporated by reference to Post-Effective Amendment No. 116 to Registration Statement on Form N-1A (File No. 333-02381) filed on February 28, 2013)

 

h.(v).d                          Transfer Agency Fee Waiver Agreement Global Alpha Fund (incorporated by reference to Post-Effective Amendment No. 116 to Registration Statement on Form N-1A (File No. 333-02381) filed on February 28, 2013)

 

3



 

h.(v).e                          Transfer Agency Fee Waiver Agreement Duration-Hedged Strategic Income Fund and Real Total Return Fund (incorporated by reference to Post-Effective Amendment No. 119 to Registration Statement on Form N-1A (File No. 333-02381) filed on November 29, 2013)

 

h.(v).f                          Form of Transfer Agency Fee Waiver Agreement Hartford Multi-Asset Income Fund (incorporated by reference to Post-Effective Amendment No. 126 to Registration Statement on Form N-1A (File No. 333-02381) filed on April 30, 2014)

 

h.(v).g                           Form of Transfer Agency Fee Waiver Agreement Hartford Global Equity Income (incorporated by reference to Post-Effective Amendment No. 128 to Registration Statement on Form N-1A (File No. 333-02381) filed on May 30, 2014)

 

h.(v).h                          Form of Transfer Agency Fee Waiver Agreement Hartford Long/Short Global Equity Fund (incorporated by reference to Post-Effective Amendment No. 132 to Registration Statement on Form N-1A (File No. 333-02381) filed on August 29, 2014)

 

h.(v).i                          Form of Transfer Agency Fee Waiver Agreement Hartford Municipal Income Fund and Municipal Short Duration Fund (filed herewith)

 

i.                                             Opinion and Consent of Counsel (filed herewith)

 

j.                                            Not Applicable

 

k.                                           Not Applicable

 

l.                                             Not Applicable

 

m.                                      Amended and Restated Rule 12b-1 Distribution Plan for Class A, Class B, Class C, Class R3 and Class R4 Shares (filed herewith)

 

n.                                           Multiple Class Plan Pursuant to Rule 18f-3 (filed herewith)

 

o.                                           Not Applicable

 

p.(i)                                                Code of Ethics of Hartford Funds Management Company, LLC, Hartford Funds Distributors, LLC and The Hartford-Sponsored Mutual Funds (filed herewith)

 

p.(ii)                                            Code of Ethics of Wellington Management Company LLP dated January 1, 2015 (filed herewith)

 

q.                                           Powers of Attorney dated February 4, 2015 (incorporated by reference to Post-Effective Amendment No. 137 to Registration Statement on Form N-1A (File No. 333-02381) filed on February 27, 2015)

 

Item 29. Persons Controlled by or Under Common Control with Registrant

 

As of April 30, 2015, any persons directly or indirectly under common control with The Hartford Mutual Funds, Inc. are affiliates of, and are controlled by, The Hartford Financial Services Group, Inc., a Delaware corporation.  Information about all such persons is incorporated herein by reference to the Form 10-K of The Hartford Financial Services Group, Inc. filed on February 27, 2015.

 

As of April 30, 2015, The Hartford Cayman Global All-Asset Fund, Ltd, an exempt company organized under the laws of the Cayman Islands, is 100% owned by The Hartford Global All-Asset Fund.

 

As of April 30, 2015, The Hartford Cayman Global Real Asset Fund, Ltd, an exempt company organized under the laws of the Cayman Islands, is 100% owned by The Hartford Global Real Asset Fund.

 

In addition, subsidiaries of The Hartford Financial Services Group, Inc., a Delaware corporation, beneficially owned as of April 30, 2015, more than 25% of the following funds:

 

Hartford Duration-Hedged Strategic Income Fund

Hartford International Capital Appreciation Fund

 

4



 

Hartford Long/Short Global Equity Fund

The Hartford Global Alpha Fund

The Hartford Quality Bond Fund

 

Item 30.  Indemnification

 

Article V, paragraph (f) of the Registrant’s Articles of Restatement provides that the Registrant shall indemnify (i) its directors and officers to the full extent required or permitted by law and (ii) other employees and agents to such extent authorized by the Registrant’s board of directors or bylaws and as permitted by law; provided, however, that no such indemnification shall protect any director or officer of the Registrant against any liability to the Registrant or its shareholders to which he would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his office. The rights of indemnification contained in Article V are not exclusive to any other rights to which any officer, director or employee seeking indemnification may be entitled.

 

Subsection (b) of Section 2-418 of the General Corporation Law of Maryland permits a corporation to indemnify any person who was or is party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that he is or was a director, officer, employee or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or enterprise, against reasonable expenses (including attorneys’ fees), judgments, penalties, fines and amounts paid in settlement actually incurred by him in connection with such action, suit or proceeding unless it is proved that: (i) the act or omission of the person was material to the cause of action adjudicated in the proceeding and was committed in bad faith or was the result of active and deliberate dishonesty; (ii) the person actually received an improper personal benefit of money, property or services; or (iii) with respect to any criminal action or proceeding, the person had reasonable cause to believe his act or omission was unlawful.

 

Indemnification under subsection (b) of Section 2-418 may not be made by a corporation unless authorized for a specific proceeding after a determination has been made that indemnification is permissible in the circumstances because the party to be indemnified has met the standard of conduct set forth in subsection (b).  This determination shall be made (i) by the Board of Directors by a majority vote of a quorum consisting of directors not, at the time, parties to the proceeding, or, if such quorum cannot be obtained, then by a majority vote of a committee of the Board consisting solely of two or more directors not, at the time, parties to such proceeding and who were duly designated to act in the matter by a majority vote of the full Board in which the designated directors who are parties may participate; (ii) by special legal counsel selected by the Board of Directors or a committee of the Board by vote as set forth in subparagraph (i),or, if the requisite quorum of the full Board cannot be obtained therefor and the committee cannot be established, by a majority vote of the full Board in which any director who is a party may participate; or (iii) by the stockholders (except that shares held by directors who are parties to the specific proceeding may not be voted).  A court of appropriate jurisdiction may also order indemnification if the court determines that a person seeking indemnification is entitled to reimbursement under subsection (b).

 

Section 2-418 further provides that indemnification provided for by Section 2-418 shall not be deemed exclusive of any rights to which the indemnified party may be entitled; and permits a corporation to purchase and maintain insurance on behalf of a director, officer, employee or agent of the corporation against any liability asserted against or incurred by such person in any such capacity or arising out of such person’s status as such whether or not the corporation would have the power to indemnify such person against such liabilities under Section 2-418.

 

Insofar as indemnification for liability arising under the Securities Act of 1933, as amended (the “Act”) may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.  In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person in connection with the securities being registered), the Registrant undertakes that it will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the questions whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

 

The Registrant’s various agreements with its service providers provide for indemnification.

 

5



 

Item 31.  Business and Other Connections of Investment Adviser

 

Hartford Funds Management Company, LLC (“HFMC”) serves as investment adviser to each of the Funds included in this Registration Statement.

 

Name

 

Position with HFMC (1)

 

Other Business

James E. Davey

 

Senior Managing Director, Chairman of the Board, President and Manager

 

Executive Vice President of The Hartford Financial Services Group, Inc. (2) (“The Hartford”) and Hartford Life Insurance Company (3) (“HLIC”); Senior Managing Director, Chairman of the Board and Manager of Hartford Funds Distributors, LLC (4) (“HFD”); President, Senior Managing Director, Director and Chairman of the Board of Hartford Administrative Services Company (5) (“HASCO”) and Director, Chairman and Senior Managing Director of the Hartford Funds Management Group, Inc. (6) (“HFMG”)

Walter F. Garger

 

Secretary, Managing Director and General Counsel

 

Secretary, Managing Director and General Counsel of HFD, HASCO and HFMG

Vernon J. Meyer

 

Chief Investment Officer and Managing Director

 

Senior Vice President of HLIC; and Managing Director of HFMG

Robert W. Paiano

 

Senior Vice President and Treasurer

 

Senior Vice President, Treasurer, Committee Member and Director of HLIC; Senior Vice President and Treasurer of Hartford Life, Inc. (7) (“HLI”), The Hartford, HASCO and HFD; and Treasurer of Hartford Investment Management Company (8) (“HIMCO”) and HFMG

Gregory A. Frost

 

Managing Director, Chief Financial Officer and Manager

 

Director, Managing Director and Chief Financial Officer of HASCO; Chief Financial Officer/FINOP, Manager, Managing Director of HFD; and Managing Director and Chief Financial Officer of HFMG

Edward P. Macdonald

 

Executive Vice President, Assistant Secretary, and Deputy General Counsel

 

Vice President of HLIC; Executive Vice President, Assistant Secretary and Deputy General Counsel of HFD and HASCO; and Deputy General Counsel, Executive Vice President and Assistant Secretary of HFMG

Joseph G. Melcher

 

Executive Vice President and Chief Compliance Officer

 

Executive Vice President of HFD, HASCO and HFMG

Anita Mushell

 

Vice President

 

Vice President of HFMG

Shannon O’Neill

 

Vice President and Controller

 

Vice President and Controller of HFD, HASCO and HFMG

Michael J. Fixer

 

Assistant Vice President and Assistant Treasurer

 

Assistant Treasurer and Assistant Vice President of HLIC, HASCO, HFD, HLI, The Hartford and HFMG; and Assistant Treasurer of HIMCO

Kathleen E. Jorens

 

Assistant Treasurer and Vice President

 

Assistant Treasurer and Vice President of HLIC, HASCO, HFD, HLI and The Hartford; Assistant Treasurer of HIMCO; and Vice President and Assistant Secretary of HFMG

Sarah J. Harding

 

Assistant Secretary

 

Assistant Secretary of HLIC, HLI, HASCO, HFD, HIMCO and HFMG

Terence Shields

 

Assistant Secretary

 

Assistant Vice President and Assistant Secretary of HLIC; Assistant Secretary of HFD, HFMG and HLI; and Assistant Vice President and Assistant Secretary of The Hartford

Audrey E. Hayden

 

Assistant Secretary

 

Assistant Secretary of HASCO, HFD, HFMG, HLIC,

 

6



 

Name

 

Position with HFMC (1)

 

Other Business

 

 

 

 

HIMCO and HLI

Linda M. Stachelek

 

Assistant Secretary

 

Assistant Secretary of HASCO, HFD, HFMG, HLIC, HIMCO and HLI

William J. Dougherty

 

Vice President

 

Vice President of HFMG

Michael R. Chesman

 

Senior Vice President and Director of Taxes

 

Director of Taxes and Senior Vice President of HASCO, HFD, HFMG, The Hartford, HLIC, HIMCO and HLI

Monica A. Boone

 

Assistant Secretary

 

Assistant Secretary of HLIC, HIMCO, HFMG, HFMC and HLI

Keith R. Percy

 

Vice President

 

Vice President of HFD, HFMC, HFMG and HIMCO

 


(1)

 

The principal business address for HFMC is 5 Radnor Corporate Center, Suite 300, 100 Matsonford Road, Radnor, PA 19087.

(2)

 

The principal business address for The Hartford is One Hartford Plaza, Hartford, CT 06155.

(3)

 

The principal business address for HLIC is 200 Hopmeadow Street, Simsbury, CT 06089.

(4)

 

The principal business address for HFD is 5 Radnor Corporate Center, Suite 300, 100 Matsonford Road, Radnor, PA 19087.

(5)

 

The principal business address for HASCO is 500 Bielenberg Drive, Woodbury, MN 55125.

(6)

 

The principal business address for HFMG is 5 Radnor Corporate Center, Suite 300, 100 Matsonford Road, Radnor, PA 19087.

(7)

 

The principal business address for HLI is 200 Hopmeadow Street, Simsbury, CT 06089.

(8)

 

The principal business address for HIMCO is One Hartford Plaza, Hartford, CT 06155.

 

Wellington Management Company LLP (“Wellington Management”) serves as sub-adviser to each Fund included in this Registration Statement. The executive officers of Wellington Management are listed in the investment adviser registration on Form ADV for Wellington Management (File No. 801-15908) and are hereby incorporated herein by reference thereto. The business and other connections of a substantial nature of each executive officer are given below.

 

Name

 

Title

John F. Averill

 

Senior Managing Director, Wellington Management Company LLP

Executive Committee Member, Wellington Management Group LLP and Wellington Group Holdings LLP

John E. Butler

 

Senior Managing Director, Wellington Management International Ltd

Executive Committee Member, Wellington Management Group LLP and Wellington Group Holdings LLP

Director, Wellington Management International Ltd

Nicolas M. Choumenkovitch

 

Senior Managing Director, Wellington Management Company LLP

Executive Committee Member, Wellington Management Group LLP and Wellington Group Holdings LLP

Cynthia M. Clarke

 

Senior Managing Director and General Counsel, Wellington Management Company LLP

Director, Wellington Holdings, Inc.

Director, Wellington Management Advisers, Inc.

Director, Wellington Management Australia Pty Ltd

Director, Wellington Management Hong Kong Ltd

Director, Wellington Management International Ltd

Director, Wellington Management Japan Pte Ltd

Director, Wellington Management Singapore Pte Ltd

Cheryl M. Duckworth

 

Head of Wellington Management Singapore Pte Ltd

Executive Committee Member, Wellington Management Group LLP and Wellington Group Holdings LLP

Director, Wellington Management Singapore Pte Ltd

 

7



 

Jean M. Hynes

 

Senior Managing Director, Wellington Management Company LLP

Executive Committee Member, Wellington Management Group LLP and Wellington Group Holdings LLP

Director, Wellington Management, Ltd.

Director, Wellington Management International Ltd

Donald J. Kilbride

 

Senior Managing Director, Wellington Management Company LLP

Executive Committee Member, Wellington Management Group LLP and Wellington Group Holdings LLP

Ian R. Link

 

Senior Managing Director, Wellington Management International Ltd

Executive Committee Member, Wellington Management Group LLP and Wellington Group Holdings LLP

Nancy M. Morris

 

Managing Director and Chief Compliance Officer, Wellington Management Company LLP

Phillip H. Perelmuter

 

Head of Wellington Management International Ltd

Executive Committee Member, Wellington Management Group LLP and Wellington Group Holdings LLP

Director, Wellington Management International Ltd

Director, Wellington Management, Ltd.

Edward J. Steinborn

 

Senior Managing Director and Chief Financial Officer, Wellington Management Company LLP

Director, Wellington Holdings, Inc.

Director, Wellington Management Advisers, Inc.

Chair, Wellington Management International Ltd

Director, Wellington Management Investment, Inc.

Manager, Wellington Management Switzerland GmbH

Controller/Head Cashier, Wellington Trust Company, NA

Brendan J. Swords

 

Chairman and Chief Executive Officer, Wellington Management Company LLP and Wellington Management Group LLP

Executive Committee Member, Wellington Management Group LLP and Wellington Group Holdings LLP

Director, Wellington Management, Ltd.

Director, Wellington Trust Company, NA

 

Item 32.     Principal Underwriters

 

Hartford Funds Distributors, LLC (“HFD”) is an indirect subsidiary of The Hartford Financial Services Group, Inc. HFD is also the principal underwriter for The Hartford Mutual Funds II, Inc., The Hartford Alternative Strategies Fund, Hartford Series Fund, Inc., and Hartford HLS Series Fund II, Inc.

 

The directors and principal officers of HFD and their position with the Registrant are as follows:

 

Name and Principal
Business Address* 

 

Positions and Offices with 
Underwriter

 

Position and Offices
with Registrant

James E. Davey

 

Senior Managing Director, Manager and Chairman of the Board

 

Director, President and Chief Executive Officer

John A. McLean

 

President and Chief Executive Officer

 

None

Keraya S. Jefferson

 

Chief Compliance Officer

 

None

Walter F. Garger

 

Managing Director, General Counsel and Secretary

 

None

Edward P. Macdonald

 

Executive Vice President, Deputy General Counsel and Assistant Secretary

 

Vice President, Chief Legal Officer and Secretary

Martin A. Swanson

 

Chief Marketing Officer, Principal and Managing Director

 

None

Robert W. Paiano**

 

Senior Vice President and Treasurer

 

None

Gregory A. Frost

 

Manager, Chief Financial Officer and Managing Director

 

None

Andrew S. Decker

 

AML Officer

 

AML Compliance Officer

Kathleen E. Jorens**

 

Vice President and Assistant Treasurer

 

None

 

8



 

Name and Principal
Business Address* 

 

Positions and Offices with 
Underwriter

 

Position and Offices
with Registrant

Michael J. Fixer**

 

Assistant Treasurer and Assistant Vice President

 

None

Laura S. Quade

 

Vice President

 

Vice President

Terence Shields**

 

Assistant Secretary

 

None

Sarah Harding**

 

Assistant Secretary

 

None

Joseph G. Melcher

 

Executive Vice President

 

Vice President and Chief Compliance Officer

Shannon O’Neill

 

Vice President, Controller and Financial and Operations Principal (FINOP)

 

None

Audrey E. Hayden**

 

Assistant Secretary

 

None

Linda M. Stachelek**

 

Assistant Secretary

 

None

Michael R. Chesman**

 

Senior Vice President and Director of Taxes

 

None

Monica A. Boone**

 

Assistant Secretary

 

None

Keith R. Percy**

 

Vice President

 

None

 


*

 

Unless otherwise indicated, principal business address is 5 Radnor Corporate Center, Suite 300, 100 Matsonford Road, Radnor, PA 19087.

**

 

Principal business address is One Hartford Plaza, Hartford, CT 06115.

 

Item 33.  Location of Accounts and Records

 

Books or other documents required to be maintained by the Registrant by Section 31(a) of the Investment Company Act of 1940 and the Rules promulgated thereunder are maintained by the Registrant’s custodian, sub-administrator, and sub-fund accounting agent, State Street Bank and Trust Company, One Lincoln Street, Boston, Massachusetts, 02111, the Registrant’s transfer agent, Hartford Administrative Services Company, 500 Bielenberg Drive, Woodbury, MN 55125 and 5 Radnor Corporate Center, Suite 300, 100 Matsonford Road, Radnor, PA 19087, and sub-transfer agent BFDS, One Lincoln Street, Boston Massachusetts, 02111.  Registrant’s financial ledgers and other corporate records are maintained at its offices at 5 Radnor Corporate Center, Suite 300, 100 Matsonford Road, Radnor, PA 19087.

 

Item 34.  Management Services

 

Not Applicable

 

Item 35.  Undertakings

 

Not Applicable

 

9



 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant has duly caused this Post-Effective Amendment to the Registration Statement to be signed on its behalf by the undersigned, duly authorized, in the Township of Radnor, and Commonwealth of Pennsylvania, on the 28th day of May 2015.

 

 

 

THE HARTFORD MUTUAL FUNDS, INC.

 

 

 

 

 

By:

/s/ James E. Davey

 

 

James E. Davey

 

 

President

 

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment to the Registration Statement has been signed below by the following persons in the capacities and on the date indicated.

 

Signature

 

Title

 

Date

 

 

 

 

 

/s/ James E. Davey

 

Director, President and Chief Executive Officer

 

May 28, 2015

James E. Davey

 

 

 

 

 

 

 

 

 

/s/ Michael J. Flook

 

Controller & Treasurer

 

May 28, 2015

Michael J. Flook

 

(Chief Accounting Officer & Chief Financial Officer)

 

 

 

 

 

 

 

*

 

Director

 

May 28, 2015

Hilary E. Ackermann

 

 

 

 

 

 

 

 

 

*

 

Director

 

May 28, 2015

Lynn S. Birdsong

 

 

 

 

 

 

 

 

 

*

 

Chairman of the Board and Director

 

May 28, 2015

Robert M. Gavin, Jr.

 

 

 

 

 

 

 

 

 

*

 

Director

 

May 28, 2015

Duane E. Hill

 

 

 

 

 

 

 

 

 

*

 

Director

 

May 28, 2015

Sandra S. Jaffee

 

 

 

 

 

 

 

 

 

*

 

Director

 

May 28, 2015

William P. Johnston

 

 

 

 

 

 

 

 

 

*

 

Director

 

May 28, 2015

Phillip O. Peterson

 

 

 

 

 

 

 

 

 

*

 

Director

 

May 28, 2015

Lemma W. Senbet

 

 

 

 

 

 

 

 

 

/s/ Edward P. Macdonald

 

 

 

May 28, 2015

* By Edward P. Macdonald

 

 

 

 

 

 

 

 

 

Attorney-in-fact

 

 

 

 

(Pursuant to Power of Attorney dated February 4, 2015 (incorporated by reference to Post-Effective Amendment No. 137 to Registration Statement on Form N-1A (File No. 333-02381) filed on February 27, 2015))

 

 

 



 

Exhibit Index

 

Exhibit No.

 

Description

a.(xxviii)

 

Articles Supplementary

d.(i).a

 

Form of Revised Schedules A and B to the Investment Management Agreement

e.(i).e

 

Form of Amendment Number 5 to Principal Underwriting Agreement

h.(iii).a

 

Form of Amendment One To Fund Accounting Agreement

h.(iv).a

 

Form of Amended and Restated Expense Limitation Agreement

h.(v).i

 

Form of Transfer Agency Fee Waiver Agreement

i.

 

Opinion and Consent of Counsel

m.

 

Amended and Restated Rule 12b-1 Distribution Plan

n.

 

Multiple Class Plan Pursuant to Rule 18f-3

p.(i)

 

Code of Ethics of Hartford Funds Management Company, LLC, Hartford Funds Distributors, LLC and The Hartford-Sponsored Mutual Funds

p.(ii)

 

Code of Ethics of Wellington Management Company, LLP

 


EX-99.B.A.(XXVIII) 2 a15-10967_1ex99dbdadxxviii.htm EX-99.B.A.(XXVIII)

 

THE HARTFORD MUTUAL FUNDS, INC.

 

ARTICLES SUPPLEMENTARY

 

THE HARTFORD MUTUAL FUNDS, INC., a Maryland corporation registered as an open-end management investment company under the Investment Company Act of 1940 (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland (“SDAT”) that:

 

FIRST:  Pursuant to the authority expressly vested in the Board of Directors (the “Board of Directors”) of the Corporation by Section 2-208 of the Maryland General Corporation Law and the charter (the “Charter”) of the Corporation, the Board of Directors, by resolutions duly adopted at a meeting duly called and held, classified 500,000,000 authorized but unissued shares of common stock, par value $.001 per share (“Common Stock”), without further classification or designation, as the new series and classes set forth below, the shares of each such class having the preferences, rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications and terms and conditions of redemption of a class of a series of Common Stock as set forth in the Charter:

 

Series

 

Class

 

Shares

 

 

 

 

 

 

 

Hartford Municipal Income Fund

 

Class A shares

 

125,000,000

 

 

 

Class C shares

 

75,000,000

 

 

 

Class I shares

 

50,000,000

 

 

 

 

 

 

 

Hartford Municipal Short Duration Fund

 

Class A shares

 

125,000,000

 

 

 

Class C shares

 

75,000,000

 

 

 

Class I shares

 

50,000,000

 

 

SECOND:  Immediately after these Articles Supplementary are accepted for record by the SDAT, the total number of authorized shares of Common Stock is 49,860,000,000, of which 12,305,000,000 are shares of Common Stock without further classification or designation and 37,555,000,000 are shares of Common Stock classified and designated as follows:

 

1



 

SERIES AND CLASS

 

NUMBER OF SHARES

 

 

 

 

 

The Hartford Balanced Fund

 

375,000,000

 

Class A

 

175,000,000

 

Class B

 

110,000,000

 

Class C

 

50,000,000

 

Class I

 

100,000,000

 

Class Y

 

50,000,000

 

Class R3

 

50,000,000

 

Class R4

 

50,000,000

 

Class R5

 

 

 

 

 

 

 

The Hartford Balanced Income Fund

 

 

 

Class A

 

400,000,000

 

Class B

 

200,000,000

 

Class C

 

400,000,000

 

Class I

 

200,000,000

 

Class Y

 

200,000,000

 

Class R3

 

50,000,000

 

Class R4

 

50,000,000

 

Class R5

 

50,000,000

 

Class R6

 

50,000,000

 

 

 

 

 

The Hartford Capital Appreciation Fund

 

 

 

Class A

 

570,000,000

 

Class B

 

175,000,000

 

Class C

 

220,000,000

 

Class I

 

400,000,000

 

Class Y

 

100,000,000

 

Class R3

 

50,000,000

 

Class R4

 

50,000,000

 

Class R5

 

50,000,000

 

Class R6

 

50,000,000

 

 

 

 

 

The Hartford Checks and Balances Fund

 

 

 

Class A

 

400,000,000

 

Class B

 

200,000,000

 

Class C

 

200,000,000

 

Class I

 

50,000,000

 

Class R3

 

50,000,000

 

Class R4

 

50,000,000

 

Class R5

 

50,000,000

 

 

2



 

The Hartford Conservative Allocation Fund

 

 

 

Class A

 

100,000,000

 

Class B

 

50,000,000

 

Class C

 

50,000,000

 

Class I

 

50,000,000

 

Class Y

 

50,000,000

 

Class R3

 

50,000,000

 

Class R4

 

50,000,000

 

Class R5

 

50,000,000

 

 

 

 

 

Hartford Core Equity Fund

 

 

 

Class A

 

125,000,000

 

Class B

 

75,000,000

 

Class C

 

50,000,000

 

Class I

 

50,000,000

 

Class Y

 

50,000,000

 

Class R3

 

50,000,000

 

Class R4

 

50,000,000

 

Class R5

 

50,000,000

 

Class R6

 

50,000,000

 

 

 

 

 

The Hartford Dividend and Growth Fund

 

 

 

Class A

 

325,000,000

 

Class B

 

75,000,000

 

Class C

 

50,000,000

 

Class I

 

200,000,000

 

Class Y

 

200,000,000

 

Class R3

 

50,000,000

 

Class R4

 

50,000,000

 

Class R5

 

50,000,000

 

Class R6

 

50,000,000

 

 

 

 

 

Hartford Duration-Hedged Strategic Income Fund

 

 

 

Class A

 

125,000,000

 

Class C

 

75,000,000

 

Class I

 

50,000,000

 

Class Y

 

50,000,000

 

Class R3

 

50,000,000

 

Class R4

 

50,000,000

 

Class R5

 

50,000,000

 

 

 

 

 

The Hartford Emerging Markets Local Debt Fund

 

 

 

Class A

 

125,000,000

 

Class C

 

75,000,000

 

Class I

 

50,000,000

 

Class Y

 

100,000,000

 

Class R3

 

50,000,000

 

Class R4

 

50,000,000

 

Class R5

 

50,000,000

 

 

3



 

The Hartford Emerging Markets Research Fund

 

 

 

Class A

 

125,000,000

 

Class C

 

75,000,000

 

Class I

 

50,000,000

 

Class Y

 

200,000,000

 

Class R3

 

50,000,000

 

Class R4

 

50,000,000

 

Class R5

 

50,000,000

 

 

 

 

 

The Hartford Equity Income Fund

 

 

 

Class A

 

175,000,000

 

Class B

 

75,000,000

 

Class C

 

50,000,000

 

Class I

 

100,000,000

 

Class Y

 

50,000,000

 

Class R3

 

50,000,000

 

Class R4

 

50,000,000

 

Class R5

 

50,000,000

 

Class R6

 

50,000,000

 

 

 

 

 

The Hartford Floating Rate Fund

 

 

 

Class A

 

800,000,000

 

Class B

 

200,000,000

 

Class C

 

800,000,000

 

Class I

 

1,000,000,000

 

Class Y

 

250,000,000

 

Class R3

 

50,000,000

 

Class R4

 

50,000,000

 

Class R5

 

50,000,000

 

 

 

 

 

The Hartford Floating Rate High Income Fund

 

 

 

Class A

 

125,000,000

 

Class C

 

75,000,000

 

Class I

 

50,000,000

 

Class Y

 

50,000,000

 

Class R3

 

50,000,000

 

Class R4

 

50,000,000

 

Class R5

 

50,000,000

 

 

 

 

 

The Hartford Global All-Asset Fund

 

 

 

Class A

 

250,000,000

 

Class C

 

150,000,000

 

Class I

 

100,000,000

 

Class Y

 

50,000,000

 

Class R3

 

50,000,000

 

Class R4

 

50,000,000

 

Class R5

 

50,000,000

 

 

4



 

The Hartford Global Alpha Fund

 

 

 

Class A

 

125,000,000

 

Class C

 

75,000,000

 

Class I

 

50,000,000

 

Class Y

 

50,000,000

 

Class R3

 

50,000,000

 

Class R4

 

50,000,000

 

Class R5

 

50,000,000

 

 

 

 

 

Hartford Global Capital Appreciation Fund

 

 

 

Class A

 

200,000,000

 

Class B

 

200,000,000

 

Class C

 

200,000,000

 

Class I

 

50,000,000

 

Class Y

 

200,000,000

 

Class R3

 

50,000,000

 

Class R4

 

50,000,000

 

Class R5

 

50,000,000

 

 

 

 

 

Hartford Global Equity Income Fund

 

 

 

Class A

 

200,000,000

 

Class B

 

200,000,000

 

Class C

 

200,000,000

 

Class I

 

50,000,000

 

Class Y

 

100,000,000

 

Class R3

 

50,000,000

 

Class R4

 

50,000,000

 

Class R5

 

50,000,000

 

 

 

 

 

The Hartford Global Real Asset Fund

 

 

 

Class A

 

125,000,000

 

Class C

 

75,000,000

 

Class I

 

100,000,000

 

Class Y

 

200,000,000

 

Class R3

 

50,000,000

 

Class R4

 

50,000,000

 

Class R5

 

50,000,000

 

 

 

 

 

The Hartford Growth Allocation Fund

 

 

 

Class A

 

100,000,000

 

Class B

 

50,000,000

 

Class C

 

50,000,000

 

Class I

 

50,000,000

 

Class Y

 

50,000,000

 

Class R3

 

50,000,000

 

Class R4

 

50,000,000

 

Class R5

 

50,000,000

 

 

5



 

The Hartford Healthcare Fund

 

 

 

Class A

 

125,000,000

 

Class B

 

75,000,000

 

Class C

 

50,000,000

 

Class I

 

50,000,000

 

Class Y

 

50,000,000

 

Class R3

 

50,000,000

 

Class R4

 

50,000,000

 

Class R5

 

50,000,000

 

 

 

 

 

The Hartford High Yield Fund

 

 

 

Class A

 

125,000,000

 

Class B

 

75,000,000

 

Class C

 

50,000,000

 

Class I

 

50,000,000

 

Class Y

 

50,000,000

 

Class R3

 

50,000,000

 

Class R4

 

50,000,000

 

Class R5

 

50,000,000

 

 

 

 

 

The Hartford Inflation Plus Fund

 

 

 

Class A

 

5,660,000,000

 

Class B

 

105,000,000

 

Class C

 

180,000,000

 

Class I

 

50,000,000

 

Class Y

 

100,000,000

 

Class R3

 

50,000,000

 

Class R4

 

50,000,000

 

Class R5

 

50,000,000

 

 

 

 

 

Hartford International Capital Appreciation Fund

 

 

 

Class A

 

125,000,000

 

Class B

 

75,000,000

 

Class C

 

75,000,000

 

Class I

 

50,000,000

 

Class Y

 

50,000,000

 

Class R3

 

50,000,000

 

Class R4

 

50,000,000

 

Class R5

 

50,000,000

 

 

 

 

 

The Hartford International Growth Fund

 

 

 

Class A

 

125,000,000

 

Class B

 

75,000,000

 

Class C

 

50,000,000

 

Class I

 

50,000,000

 

Class Y

 

50,000,000

 

Class R3

 

50,000,000

 

Class R4

 

50,000,000

 

Class R5

 

50,000,000

 

 

6



 

The Hartford International Opportunities Fund

 

 

 

Class A

 

125,000,000

 

Class B

 

75,000,000

 

Class C

 

50,000,000

 

Class I

 

50,000,000

 

Class Y

 

200,000,000

 

Class R3

 

50,000,000

 

Class R4

 

50,000,000

 

Class R5

 

50,000,000

 

Class R6

 

50,000,000

 

 

 

 

 

The Hartford International Small Company Fund

 

 

 

Class A

 

125,000,000

 

Class B

 

75,000,000

 

Class C

 

50,000,000

 

Class I

 

50,000,000

 

Class Y

 

50,000,000

 

Class R3

 

50,000,000

 

Class R4

 

50,000,000

 

Class R5

 

50,000,000

 

 

 

 

 

The Hartford International Value Fund

 

 

 

Class A

 

125,000,000

 

Class C

 

75,000,000

 

Class I

 

150,000,000

 

Class Y

 

50,000,000

 

Class R3

 

50,000,000

 

Class R4

 

50,000,000

 

Class R5

 

50,000,000

 

 

 

 

 

Hartford Long/Short Global Equity Fund

 

 

 

Class A

 

125,000,000

 

Class C

 

75,000,000

 

Class I

 

50,000,000

 

Class Y

 

50,000,000

 

 

 

 

 

The Hartford MidCap Fund

 

 

 

Class A

 

225,000,000

 

Class B

 

75,000,000

 

Class C

 

110,000,000

 

Class I

 

100,000,000

 

Class Y

 

100,000,000

 

Class R3

 

50,000,000

 

Class R4

 

50,000,000

 

Class R5

 

50,000,000

 

Class R6

 

50,000,000

 

 

7



 

The Hartford MidCap Value Fund

 

 

 

Class A

 

125,000,000

 

Class B

 

75,000,000

 

Class C

 

50,000,000

 

Class I

 

50,000,000

 

Class Y

 

50,000,000

 

Class R3

 

50,000,000

 

Class R4

 

50,000,000

 

Class R5

 

50,000,000

 

 

 

 

 

Hartford Moderate Allocation Fund

 

 

 

Class A

 

100,000,000

 

Class B

 

50,000,000

 

Class C

 

50,000,000

 

Class I

 

50,000,000

 

Class Y

 

50,000,000

 

Class R3

 

50,000,000

 

Class R4

 

50,000,000

 

Class R5

 

50,000,000

 

 

 

 

 

Hartford Municipal Income Fund

 

 

 

Class A

 

125,000,000

 

Class C

 

75,000,000

 

Class I

 

50,000,000

 

 

 

 

 

The Hartford Municipal Opportunities Fund

 

 

 

Class A

 

200,000,000

 

Class B

 

200,000,000

 

Class C

 

200,000,000

 

Class I

 

50,000,000

 

 

 

 

 

Hartford Municipal Short Duration Fund

 

 

 

Class A

 

125,000,000

 

Class C

 

75,000,000

 

Class I

 

50,000,000

 

 

 

 

 

Hartford Multi-Asset Income Fund

 

 

 

Class A

 

125,000,000

 

Class C

 

75,000,000

 

Class I

 

50,000,000

 

Class Y

 

100,000,000

 

Class R3

 

50,000,000

 

Class R4

 

50,000,000

 

Class R5

 

50,000,000

 

 

8



 

The Hartford Quality Bond Fund

 

 

 

Class A

 

125,000,000

 

Class C

 

75,000,000

 

Class I

 

50,000,000

 

Class Y

 

50,000,000

 

Class R3

 

50,000,000

 

Class R4

 

50,000,000

 

Class R5

 

50,000,000

 

 

 

 

 

Hartford Real Total Return Fund

 

 

 

Class A

 

125,000,000

 

Class C

 

75,000,000

 

Class I

 

50,000,000

 

Class Y

 

50,000,000

 

Class R3

 

50,000,000

 

Class R4

 

50,000,000

 

Class R5

 

50,000,000

 

 

 

 

 

The Hartford Short Duration Fund

 

 

 

Class A

 

125,000,000

 

Class B

 

75,000,000

 

Class C

 

50,000,000

 

Class I

 

200,000,000

 

Class Y

 

50,000,000

 

Class R3

 

50,000,000

 

Class R4

 

50,000,000

 

Class R5

 

50,000,000

 

 

 

 

 

The Hartford Small Company Fund

 

 

 

Class A

 

125,000,000

 

Class B

 

75,000,000

 

Class C

 

50,000,000

 

Class I

 

50,000,000

 

Class Y

 

50,000,000

 

Class R3

 

50,000,000

 

Class R4

 

50,000,000

 

Class R5

 

50,000,000

 

Class R6

 

50,000,000

 

 

 

 

 

The Hartford Small/Mid Cap Equity Fund

 

 

 

Class A

 

200,000,000

 

Class B

 

200,000,000

 

Class C

 

200,000,000

 

Class I

 

50,000,000

 

Class Y

 

200,000,000

 

Class R3

 

50,000,000

 

Class R4

 

50,000,000

 

Class R5

 

50,000,000

 

 

9



 

The Hartford Strategic Income Fund

 

 

 

Class A

 

200,000,000

 

Class B

 

200,000,000

 

Class C

 

200,000,000

 

Class I

 

50,000,000

 

Class Y

 

100,000,000

 

Class R3

 

50,000,000

 

Class R4

 

50,000,000

 

Class R5

 

50,000,000

 

Class R6

 

50,000,000

 

 

 

 

 

The Hartford Total Return Bond Fund

 

 

 

Class A

 

125,000,000

 

Class B

 

75,000,000

 

Class C

 

50,000,000

 

Class I

 

50,000,000

 

Class Y

 

400,000,000

 

Class R3

 

50,000,000

 

Class R4

 

50,000,000

 

Class R5

 

50,000,000

 

Class R6

 

50,000,000

 

 

 

 

 

The Hartford Unconstrained Bond Fund

 

 

 

Class A

 

125,000,000

 

Class B

 

75,000,000

 

Class C

 

50,000,000

 

Class I

 

50,000,000

 

Class Y

 

50,000,000

 

Class R3

 

50,000,000

 

Class R4

 

50,000,000

 

Class R5

 

50,000,000

 

 

 

 

 

The Hartford World Bond Fund

 

 

 

Class A

 

125,000,000

 

Class C

 

75,000,000

 

Class I

 

600,000,000

 

Class Y

 

100,000,000

 

Class R3

 

50,000,000

 

Class R4

 

50,000,000

 

Class R5

 

50,000,000

 

Class R6

 

50,000,000

 

 

THIRD:  The shares of Common Stock described in Article FIRST above have been classified by the Board of Directors under the authority contained in the Charter.

 

FOURTH:  These Articles Supplementary have been approved by the Board of Directors in the manner and by the vote required by law.  These Articles Supplementary do not increase the total number of authorized shares of stock of the Corporation.

 

10



 

FIFTH:  The undersigned officer of the Corporation acknowledges these Articles Supplementary to be the corporate act of the Corporation and, as to all matters or facts required to be verified under oath, the undersigned officer acknowledges that, to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties for perjury.

 

11



 

IN WITNESS WHEREOF, the Corporation has caused these Articles Supplementary to be signed in its name and on its behalf by its Vice President, Secretary and Chief Legal Officer and attested by its Assistant Secretary as of the 26th day of May, 2015.

 

ATTEST:

 

THE HARTFORD MUTUAL FUNDS, INC.

 

 

 

 

 

 

/s/ Alice A. Pellegrino

 

By:

/s/ Edward P. Macdonald

Alice A. Pellegrino

 

 

Edward P. Macdonald

Assistant Secretary

 

 

Vice President, Secretary and Chief Legal Officer

 

12


EX-99.B.D.(I).A 3 a15-10967_1ex99dbdddida.htm EX-99.B.D.(I).A

 

Schedule A

 

List of Portfolios

 

THE HARTFORD MUTUAL FUNDS, INC.

ON BEHALF OF:

 

The Hartford Balanced Fund

The Hartford Balanced Income Fund

The Hartford Capital Appreciation Fund

The Hartford Checks and Balances Fund

The Hartford Conservative Allocation Fund

Hartford Core Equity Fund (formerly known as The Hartford Disciplined Equity Fund)

The Hartford Dividend and Growth Fund

Hartford Duration-Hedged Strategic Income Fund

The Hartford Emerging Markets Local Debt Fund

Hartford Emerging Markets Equity Fund (formerly known as The Hartford Emerging Markets Research Fund)

The Hartford Equity Income Fund

The Hartford Floating Rate Fund

The Hartford Floating Rate High Income Fund

The Hartford Global All-Asset Fund

The Hartford Global Alpha Fund

Hartford Global Capital Appreciation Fund (formerly known as The Hartford Capital Appreciation II Fund)

Hartford Global Equity Income Fund (formerly known as The Hartford Global Research Fund)

The Hartford Global Real Asset Fund

The Hartford Growth Allocation Fund

The Hartford Healthcare Fund

The Hartford High Yield Fund

The Hartford Inflation Plus Fund

Hartford International Capital Appreciation Fund (formerly known as The Hartford Diversified International Fund)

The Hartford International Growth Fund

The Hartford International Opportunities Fund

The Hartford International Small Company Fund

The Hartford International Value Fund

Hartford Long/Short Global Equity Fund

The Hartford MidCap Fund

The Hartford MidCap Value Fund

Hartford Moderate Allocation Fund (formerly known as The Hartford Balanced Allocation Fund)

 

1



 

Hartford Multi-Asset Income Fund

Hartford Municipal Income Fund

The Hartford Municipal Opportunities Fund

Hartford Municipal Short Duration Fund

The Hartford Quality Bond Fund

Hartford Real Total Return Fund

The Hartford Short Duration Fund

The Hartford Small Company Fund

The Hartford Small/Mid Cap Equity Fund*

The Hartford Strategic Income Fund

The Hartford Total Return Bond Fund

The Hartford Unconstrained Bond Fund

The Hartford World Bond Fund

 

Last updated: May 29, 2015

 


* Fund to be renamed Hartford Small Cap Core Fund effective July 10, 2015

 

2



 

Schedule B

 

Fees

 

As compensation for the services rendered by the Adviser, each Portfolio shall pay to the Adviser as promptly as possible after the last day of each month during the term of this Agreement, a fee accrued daily and paid monthly based upon the following annual rates calculated based on the average daily net asset value of the applicable Portfolio:

 

Balanced Fund

 

Average Daily Net Assets

 

Annual Rate

 

First $500 million

 

0.6900

%

Next $500 million

 

0.6250

%

Next $4 billion

 

0.5750

%

Next $5 billion

 

0.5725

%

Amount Over $10 billion

 

0.5700

%

 

Balanced Income Fund

 

Average Daily Net Assets

 

Annual Rate

 

First $250 million

 

0.7000

%

Next $250 million

 

0.6300

%

Next $500 million

 

0.6000

%

Next $1.5 billion

 

0.5700

%

Next $2.5 billion

 

0.5500

%

Next $5 billion

 

0.5300

%

Amount Over $10 billion

 

0.5250

%

 

Capital Appreciation Fund

 

Average Daily Net Assets

 

Annual Rate

 

First $500 million

 

0.8000

%

Next $500 million

 

0.7000

%

Next $4 billion

 

0.6500

%

Next $5 billion

 

0.6475

%

Amount Over $10 billion

 

0.6450

%

 

Checks and Balances Fund

 

Average Daily Net Assets

 

Annual Rate

 

 

 

None

 

 

3



 

Core Equity Fund
(formerly known as Disciplined Equity Fund)

 

Average Daily Net Assets

 

Annual Rate

 

First $500 million

 

0.4500

%

Next $500 million

 

0.3500

%

Next $1.5 billion

 

0.3300

%

Next $2.5 billion

 

0.3250

%

Amount Over $5 billion

 

0.3225

%

 

Dividend and Growth Fund and MidCap Value Fund

 

Average Daily Net Assets

 

Annual Rate

 

First $500 million

 

0.7500

%

Next $500 million

 

0.6500

%

Next $1.5 billion

 

0.6000

%

Next $2.5 billion

 

0.5950

%

Next $5 billion

 

0.5900

%

Amount Over $10 billion

 

0.5850

%

 

Duration-Hedged Strategic Income Fund

 

Average Daily Net Assets

 

Annual Rate

 

First $500 million

 

0.1000

%

Next $500 million

 

0.0900

%

Next $1.5 billion

 

0.0850

%

Next $2.5 billion

 

0.0800

%

Next $2.5 billion

 

0.0750

%

Next $2.5 billion

 

0.0700

%

Amount Over $10 billion

 

0.0650

%

 

Emerging Markets Local Debt Fund

 

Average Daily Net Assets

 

Annual Rate

 

First $250 million

 

1.0000

%

Next $250 million

 

0.9500

%

Next $4.5 billion

 

0.9000

%

Next $5 billion

 

0.8975

%

Amount Over $10 billion

 

0.8950

%

 

4



 

Emerging Markets Equity Fund
(fee changes effective May 7, 2015; name change effective May 29, 2015; prior to then known as Emerging Markets Research Fund)

 

Average Daily Net Assets

 

Annual Rate

 

First $250 million

 

1.1000

%

Next $250 million

 

1.0500

%

Next $500 million

 

1.0000

%

Amount Over $1 billion

 

0.9700

%

 

Equity Income Fund

 

Average Daily Net Assets

 

Annual Rate

 

First $250 million

 

0.7500

%

Next $250 million

 

0.7000

%

Next $500 million

 

0.6500

%

Next $1.5 billion

 

0.6000

%

Next $2.5 billion

 

0.5900

%

Amount Over $5 billion

 

0.5875

%

 

Floating Rate Fund

 

Average Daily Net Assets

 

Annual Rate

 

First $500 million

 

0.6500

%

Next $2 billion

 

0.6000

%

Next $2.5 billion

 

0.5900

%

Next $5 billion

 

0.5800

%

Amount Over $10 billion

 

0.5700

%

 

Floating Rate High Income Fund

 

Average Daily Net Assets

 

Annual Rate

 

First $500 million

 

0.7000

%

Next $2 billion

 

0.6500

%

Next $2.5 billion

 

0.6400

%

Next $5 billion

 

0.6300

%

Amount Over $10 billion

 

0.6200

%

 

5



 

Global All-Asset Fund

 

Average Daily Net Assets

 

Annual Rate

 

First $250 million

 

0.9500

%

Next $250 million

 

0.9000

%

Next $500 million

 

0.8000

%

Next $1.5 billion

 

0.7300

%

Next $2.5 billion

 

0.7000

%

Next $5 billion

 

0.6600

%

Amount Over $10 billion

 

0.6550

%

 

Global Capital Appreciation Fund

 

Average Daily Net Assets

 

Annual Rate

 

First $500 million

 

0.8500

%

Next $500 million

 

0.7500

%

Next $4 billion

 

0.7000

%

Next $5 billion

 

0.6800

%

Amount Over $10 billion

 

0.6750

%

 

Global Equity Income Fund

 

Average Daily Net Assets

 

Annual Rate

 

First $500 million

 

0.7500

%

Next $500 million

 

0.7000

%

Next $4 billion

 

0.6900

%

Next $5 billion

 

0.6850

%

Amount Over $10 billion

 

0.6700

%

 

Global Real Asset Fund

 

Average Daily Net Assets

 

Annual Rate

 

First $250 million

 

0.9500

%

Next $250 million

 

0.9300

%

Next $500 million

 

0.8500

%

Next $1.5 billion

 

0.7800

%

Next $2.5 billion

 

0.7500

%

Amount Over $5 billion

 

0.7100

%

 

MidCap Fund

 

Average Daily Net Assets

 

Annual Rate

 

First $500 million

 

0.8500

%

Next $500 million

 

0.7500

%

Next $4 billion

 

0.7000

%

Next $5 billion

 

0.6975

%

Amount Over $10 billion

 

0.6950

%

 

6



 

Healthcare Fund and International Small Company Fund

 

Average Daily Net Assets

 

Annual Rate

 

First $500 million

 

0.9000

%

Next $500 million

 

0.8500

%

Next $4 billion

 

0.8000

%

Next $5 billion

 

0.7975

%

Amount Over $10 billion

 

0.7950

%

 

High Yield Fund

 

Average Daily Net Assets

 

Annual Rate

 

First $500 million

 

0.6500

%

Next $500 million

 

0.6000

%

Next $1.5 billion

 

0.5950

%

Next $2.5 billion

 

0.5900

%

Next $5 billion

 

0.5800

%

Amount Over $10 billion

 

0.5700

%

 

Inflation Plus Fund and Quality Bond Fund

 

Average Daily Net Assets

 

Annual Rate

 

First $500 million

 

0.5000

%

Next $500 million

 

0.4500

%

Next $1.5 billion

 

0.4450

%

Next $2.5 billion

 

0.4400

%

Next $5 billion

 

0.4300

%

Amount Over $10 billion

 

0.4200

%

 

International Capital Appreciation Fund

 

Average Daily Net Assets

 

Annual Rate

 

First $500 million

 

0.9000

%

Next $4.5 billion

 

0.8500

%

Next $5 billion

 

0.8475

%

Amount Over $10 billion

 

0.8450

%

 

International Growth Fund and International Value Fund

 

Average Daily Net Assets

 

Annual Rate

 

First $500 million

 

0.8500

%

Next $500 million

 

0.8000

%

Next $4 billion

 

0.7500

%

Next $5 billion

 

0.7475

%

Amount Over $10 billion

 

0.7450

%

 

7



 

International Opportunities Fund

 

Average Daily Net Assets

 

Annual Rate

 

First $500 million

 

0.7500

%

Next $500 million

 

0.6500

%

Next $1.5 billion

 

0.6400

%

Next $2.5 billion

 

0.6350

%

Next $5 billion

 

0.6300

%

Amount Over $10 billion

 

0.6250

%

 

Long/Short Global Equity Fund

 

Average Daily Net Assets

 

Annual Rate

 

First $ 1 billion

 

1.4000

%

Next $ 1 billion

 

1.3900

%

Amount Over $2 billion

 

1.3800

%

 

Multi-Asset Income Fund

 

Average Daily Net Assets

 

Annual Rate

 

First $250 million

 

0.7500

%

Next $250 million

 

0.7000

%

Next $500 million

 

0.6800

%

Next $1.5 billion

 

0.6600

%

Next $2.5 billion

 

0.6500

%

Next $5 billion

 

0.6400

%

Amount Over $10 billion

 

0.6350

%

 

Municipal Income Fund and Municipal Short Duration Fund

 

Average Daily Net Assets

 

Annual Rate

 

First $500 million

 

0.3500

%

Next $500 million

 

0.3000

%

Next $1.5 billion

 

0.2900

%

Next $2.5 billion

 

0.2850

%

Amount Over $5 billion

 

0.2800

%

 

Municipal Opportunities Fund
(effective June 1, 2015)

 

Average Daily Net Assets

 

Annual Rate

 

First $500 million

 

0.3500

%

Next $500 million

 

0.3000

%

Next $1.5 billion

 

0.2900

%

Next $2.5 billion

 

0.2850

%

Amount Over $5 billion

 

0.2800

%

 

8



 

Strategic Income Fund and Unconstrained Bond Fund

 

Average Daily Net Assets

 

Annual Rate

 

First $500 million

 

0.5500

%

Next $500 million

 

0.5000

%

Next $1.5 billion

 

0.4750

%

Next $2.5 billion

 

0.4650

%

Next $5 billion

 

0.4550

%

Amount Over $10 billion

 

0.4450

%

 

Real Total Return Fund

 

Average Daily Net Assets

 

Annual Rate

 

First $250 million

 

1.200

%

Next $250 million

 

1.150

%

Next $500 million

 

1.100

%

Next $1.5 billion

 

1.050

%

Next $2.5 billion

 

1.020

%

Next $5 billion

 

1.010

%

Amount Over $10 billion

 

1.000

%

 

Small/Mid Cap Equity Fund
(Fund to be renamed Hartford Small Cap Core Fund effective July 10, 2015)

 

Average Daily Net Assets

 

Annual Rate

 

First $500 million

 

0.7500

%

Next $500 million

 

0.7000

%

Next $2 billion

 

0.6500

%

Next $2 billion

 

0.6400

%

Next $5 billion

 

0.6300

%

Amount Over $10 billion

 

0.6200

%

 

Short Duration Fund

 

Average Daily Net Assets

 

Annual Rate

 

First $500 million

 

0.4500

%

Next $500 million

 

0.4000

%

Next $1.5 billion

 

0.3950

%

Next $2.5 billion

 

0.3900

%

Next $5 billion

 

0.3800

%

Amount Over $10 billion

 

0.3700

%

 

9



 

Small Company Fund

 

Average Daily Net Assets

 

Annual Rate

 

First $250 million

 

0.8500

%

Next $250 million

 

0.8000

%

Next $500 million

 

0.7500

%

Next $500 million

 

0.7000

%

Next $3.5 billion

 

0.6500

%

Next $5 billion

 

0.6300

%

Amount Over $10 billion

 

0.6200

%

 

Total Return Bond Fund

 

Average Daily Net Assets

 

Annual Rate

 

First $500 million

 

0.4300

%

Next $500 million

 

0.3800

%

Next $4 billion

 

0.3700

%

Next $5 billion

 

0.3600

%

Amount Over $10 billion

 

0.3500

%

 

World Bond Fund

 

Average Daily Net Assets

 

Annual Rate

 

First $250 million

 

0.7000

%

Next $250 million

 

0.6500

%

Next $4.5 billion

 

0.6000

%

Next $5 billion

 

0.5750

%

Amount Over $10 billion

 

0.5725

%

 

Conservative Allocation Fund, Growth Allocation Fund and Moderate Allocation Fund

 

Average Daily Net Assets

 

Annual Rate

 

First $500 million

 

0.1500

%

Next $ 500 million

 

0.1000

%

Next $1.5 billion

 

0.0900

%

Next $2.5 billion

 

0.0800

%

Next $2.5 billion

 

0.0700

%

Next $2.5 billion

 

0.0600

%

Amount Over $10 billion

 

0.0500

%

 

10



 

Global Alpha Fund

 

As compensation for the services rendered by the Adviser, each Portfolio listed below shall pay to the Adviser a monthly management fee, payable as promptly as possible after the last day of each month during the term of this Agreement, comprised of a Basic Fee and a Performance Adjustment.

 

The Hartford Global Alpha Fund

 

Except as otherwise provided in sub—paragraph (d) below, the Performance Adjustment is added to or subtracted from the Basic Fee depending on whether the Portfolio’s Class A shares experienced better or worse performance than (i) an appropriate index (the “Index”) plus (ii) 1.15%. The Performance Adjustment is not cumulative. An increased fee will result even though the performance of the Portfolio’s Class A shares over some period of time shorter than the performance period has been lower than that of the Index plus 1.15%, and, conversely, a reduction in the fee will be made for a month even though the performance of the Portfolio’s Class A shares over some period of time shorter than the performance period has exceeded that of the Index plus 1.15%. The Basic Fee and the Performance Adjustment will be computed as follows:

 

(a)           Basic Fee. The Basic Fee Rate shall on an annual basis be 1.10% of the first $500 million, 1.09% of the next $500 million, 1.08% of the next $1.5 billion, 1.07% of the next $2.5 billion, and 1.06% in excess of $5 billion annually of the Fund’s average daily net assets.  To determine the Basic Fee, each day’s net asset value will be multiplied by appropriate fee rate from the foregoing schedule and then divided by the number of days in the year, and the result will be paid each month, subject to the Performance Adjustment.

 

(b)           Performance Adjustment Rate: Except as otherwise provided in sub—paragraph (d) below, the Base Fee Rate is subject to an upward or downward Performance Adjustment equivalent to 25% of the amount by which the Fund outperforms or underperforms its benchmark index plus 1.15%.  For example, the Performance Adjustment Rate is 0.10% for each 0.40% that the investment performance of the Portfolio’s Class A shares for the performance period was better or worse than (i) the record of the Index, as then constituted, plus (ii) 1.15%. The maximum annual Performance Adjustment Rate is ±0.50%.

 

The performance period will commence with the Portfolio’s commencement of operations. During the first twelve months of the performance period for the Portfolio, there will be no performance adjustment. Starting with month thirteen of the performance period, the performance adjustment will take effect. Following month thirteen a new month will be added to the performance period until the performance period equals 36 months. Thereafter the performance period will consist of the current month plus the previous 35 months.

 

The investment performance of the Portfolio’s Class A shares will be measured by comparing (i) the net asset value of one Class A share of the Portfolio on the day prior to the first business day of the performance period (other than when the beginning of the performance period is the initial launch date of the Fund, in which case the investment performance will be measured from the initial net asset value of one Class A share of the Portfolio — on the first business day of the performance period — which is equal to $10.00 per share) with (ii) the net asset value of one Class A share of the Portfolio as of the last business day of such period. In computing the investment performance of the Portfolio’s Class A shares and the investment record of the Index, distributions of realized capital gains, the value of capital gains taxes per share paid or payable on undistributed realized long—term capital gains accumulated to the end of such period and dividends paid out of investment income on the part of the Portfolio, and all cash distributions of the securities included in the Index, will be treated as reinvested in accordance with Rule 205—1 or any

 

11



 

other applicable rules under the Investment Advisers Act of 1940 (“Advisers Act”), as the same from time to time may be amended.

 

(c)           Performance Adjustment. One—twelfth of the annual Performance Adjustment Rate will be applied to the Portfolio’s average daily net asset value over the performance period.

 

(d)           The Index shall be the BofA Merrill Lynch 3-Month U.S. Treasury Bill Index. Subject to the requirements of the 1940 Act and the Advisers Act, as modified by or interpreted by any applicable order or orders of the Securities and Exchange Commission (the “Commission”) or any rules or regulations adopted by, or interpretative releases of, the Commission, the Board of Directors may designate an alternative appropriate index for purposes of calculating the Performance Adjustment (the “Successor Index”) as provided in this sub—paragraph. For the 35 month period commencing on the first day of the month following such designation (or such other date as agreed by the Company, on behalf of the Portfolio, and the Adviser) (the “Transition Period”), the Performance Adjustment Rate shall be calculated by comparing the investment performance of the Portfolio’s Class A shares against the blended investment records of the Successor Index and the index used to calculate the Portfolio’s Performance Adjustment prior to the Transition Period (the “Prior Index”), such calculation being performed as follows:

 

For the first month of the Transition Period, the Performance Adjustment Rate shall be calculated by comparing the investment performance of the Portfolio’s Class A shares over the 36 month performance period against a blended index investment record that reflects the investment record of the Prior Index for the first 35 months of the performance period and the investment record of the Successor Index for the 36th month of the performance period. For each subsequent month of the Transition Period, the Performance Adjustment Rate shall be calculated by comparing the investment performance of the Portfolio’s Class A shares over the 36 month performance period against a blended index investment record that reflects one additional month of the Successor Index’s performance and one less month of the Prior Index’s performance. This calculation methodology shall continue until the expiration of the Transition Period, at which time the investment record of the Prior Index shall be eliminated from the Performance Adjustment calculation, and the Successor Index shall become the Index for purposes of calculating the Performance Adjustment.

 

(e)           For the avoidance of doubt, if it is necessary to calculate the fee for a period that is less than a month, (i) the Basic Fee Rate will be based upon the Portfolio’s average daily net asset value over that month ending on the last business day on which this Agreement is in effect; and (ii) the amount of the Performance Adjustment to the Basic Fee will be based upon the Portfolio’s average daily net asset value over the 36—month period ending on the last business day on which this Agreement is in effect provided that if this Agreement has been in effect less than 36 months, the computation will be made on the basis of the period of time during which it has been in effect.

 

Last updated: May 29, 2015

 

12


EX-99.B.E.(I).E 4 a15-10967_1ex99dbdedide.htm EX-99.B.E.(I).E

 

AMENDMENT NUMBER 5 TO

PRINCIPAL UNDERWRITING AGREEMENT

 

The Principal Underwriting Agreement amongst Hartford Funds Distributors, LLC (formerly known as Hartford Investment Financial Services, LLC), The Hartford Mutual Funds, Inc. and The Hartford Mutual Funds II, Inc. dated January 1, 2013, as amended and restated August 7, 2013, is hereby amended to amend and restate Schedule A as attached hereto.

 

IN WITNESS WHEREOF, the parties hereto have caused this amendment to be executed as of May 29, 2015.

 

 

 

The Hartford Mutual Funds, Inc.

 

 

 

By:

 

 

 

Vernon J. Meyer
Vice President

 

 

 

 

 

The Hartford Mutual Funds II, Inc.

 

 

 

By:

 

 

 

Vernon J. Meyer
Vice President

 

 

 

 

 

Agreed to and Accepted:

 

 

 

Hartford Funds Distributors, LLC

 

 

 

By:

 

 

 

Gregory A. Frost

 

 

Chief Financial Officer

 



 

SCHEDULE A

 

To the Amended and Restated Principal Underwriting Agreement

 

THE HARTFORD MUTUAL FUNDS, INC.

 

The Hartford Balanced Fund

The Hartford Balanced Income Fund

The Hartford Capital Appreciation Fund

The Hartford Checks and Balances Fund

The Hartford Conservative Allocation Fund

Hartford Core Equity Fund (formerly known as The Hartford Disciplined Equity Fund)

The Hartford Dividend and Growth Fund

Hartford Duration-Hedged Strategic Income Fund

The Hartford Emerging Markets Local Debt Fund

Hartford Emerging Markets Equity Fund (formerly known as The Hartford Emerging Markets Research Fund)

The Hartford Equity Income Fund

The Hartford Floating Rate Fund

The Hartford Floating Rate High Income Fund

The Hartford Global All-Asset Fund

The Hartford Global Alpha Fund

Hartford Global Capital Appreciation Fund

Hartford Global Equity Income Fund

The Hartford Global Real Asset Fund

The Hartford Growth Allocation Fund

The Hartford Healthcare Fund

The Hartford High Yield Fund

The Hartford Inflation Plus Fund

Hartford International Capital Appreciation Fund

The Hartford International Growth Fund

The Hartford International Opportunities Fund

The Hartford International Small Company Fund

The Hartford International Value Fund

Hartford Long/Short Global Equity Fund

The Hartford MidCap Fund

The Hartford MidCap Value Fund

Hartford Moderate Allocation Fund

Hartford Multi-Asset Income Fund

Hartford Municipal Income Fund

The Hartford Municipal Opportunities Fund

Hartford Municipal Short Duration Fund

The Hartford Quality Bond Fund

Hartford Real Total Return Fund

The Hartford Short Duration Fund

The Hartford Small Company Fund

The Hartford Small/Mid Cap Equity Fund*

The Hartford Strategic Income Fund

 


* Fund to be renamed Hartford Small Cap Core Fund effective July 10, 2015

 



 

The Hartford Total Return Bond Fund

The Hartford Unconstrained Bond Fund

The Hartford World Bond Fund

 

THE HARTFORD MUTUAL FUNDS II, INC.

 

The Hartford Growth Opportunities Fund

The Hartford Municipal Real Return Fund

The Hartford SmallCap Growth Fund

The Hartford Value Opportunities Fund

 


EX-99.B.H.(III).A 5 a15-10967_1ex99dbdhdiiida.htm EX-99.B.H.(III).A

 

AMENDMENT ONE TO FUND ACCOUNTING AGREEMENT

 

Effective: May 29, 2015

 

                The Fund Accounting Agreement dated December 31, 2014 by and among HARTFORD FUNDS MANAGEMENT COMPANY, LLC (the “Fund Accountant”) and each of THE HARTFORD MUTUAL FUNDS, INC., THE HARTFORD MUTUAL FUNDS II, INC., HARTFORD SERIES FUND, INC. and HARTFORD HLS SERIES FUND II, INC., on behalf of their respective series listed on Schedule A, and THE HARTFORD ALTERNATIVE STRATEGIES FUND (together with the series listed on Schedule A, the “Funds”) is hereby amended to restate Schedule A and Schedule B as attached hereto.

 

 

The Hartford Mutual Funds, Inc.

 

 

 

 

By:

 

 

 

Vernon J. Meyer, Vice President

 

 

 

 

 

 

 

The Hartford Mutual Funds II, Inc.

 

 

 

 

By:

 

 

 

Vernon J. Meyer, Vice President

 

 

 

 

 

 

 

Hartford Series Fund, Inc.

 

 

 

 

By:

 

 

 

Vernon J. Meyer, Vice President

 

 

 

 

 

 

 

Hartford HLS Series Fund II, Inc.

 

 

 

 

By:

 

 

 

Vernon J. Meyer, Vice President

 

A-1



 

 

The Hartford Alternative Strategies Fund

 

 

 

 

 

 

 

By:

 

 

 

Vernon J. Meyer, Vice President

 

 

 

 

Hartford Funds Management Company, LLC

 

 

 

 

 

 

 

By:

 

 

 

Gregory A. Frost, Chief Financial Officer

 

A-2



 

SCHEDULE A

 

To the Fund Accounting Agreement

 

THE HARTFORD MUTUAL FUNDS, INC.

 

The Hartford Balanced Fund

The Hartford Balanced Income Fund

The Hartford Capital Appreciation Fund

The Hartford Checks and Balances Fund

The Hartford Conservative Allocation Fund

Hartford Core Equity Fund (formerly known as The Harford Discipline Equity Fund)

The Hartford Dividend and Growth Fund

Hartford Duration-Hedged Strategic Income Fund

The Hartford Emerging Markets Local Debt Fund

Hartford Emerging Markets Equity Fund (formerly known as The Hartford Emerging Markets Research Fund)

The Hartford Equity Income Fund

The Hartford Floating Rate Fund

The Hartford Floating Rate High Income Fund

The Hartford Global All-Asset Fund

The Hartford Global Alpha Fund

Hartford Global Capital Appreciation Fund

Hartford Global Equity Income Fund

The Hartford Global Real Asset Fund

The Hartford Growth Allocation Fund

The Hartford Healthcare Fund

The Hartford High Yield Fund

The Hartford Inflation Plus Fund

Hartford International Capital Appreciation Fund

The Hartford International Growth Fund

The Hartford International Opportunities Fund

The Hartford International Small Company Fund

The Hartford International Value Fund

Hartford Long/Short Global Equity Fund

The Hartford MidCap Fund

The Hartford MidCap Value Fund

Hartford Moderate Allocation Fund

Hartford Multi-Asset Income Fund

Hartford Municipal Income Fund

 

A-3



 

The Hartford Municipal Opportunities Fund

Hartford Municipal Short Duration Fund

The Hartford Quality Bond Fund

Hartford Real Total Return Fund

The Hartford Short Duration Fund

The Hartford Small Company Fund

The Hartford Small/Mid Cap Equity Fund*

The Hartford Strategic Income Fund

The Hartford Total Return Bond Fund

The Hartford Unconstrained Bond Fund

The Hartford World Bond Fund

 


* Fund to be renamed Hartford Small Cap Core Fund effective July 10, 2015

 

A-4



 

THE HARTFORD MUTUAL FUNDS II, INC.

 

The Hartford Growth Opportunities Fund

The Hartford Municipal Real Return Fund

The Hartford SmallCap Growth Fund

The Hartford Value Opportunities Fund

 

HARTFORD SERIES FUND, INC.

 

Hartford Balanced HLS Fund

Hartford Capital Appreciation HLS Fund

Hartford Disciplined Equity HLS Fund

Hartford Dividend and Growth HLS Fund

Hartford Global Growth HLS Fund

Hartford Healthcare HLS Fund

Hartford High Yield HLS Fund

Hartford International Opportunities HLS Fund

Hartford MidCap HLS Fund

Hartford MidCap Value HLS Fund

Hartford Small Company HLS Fund

Hartford Stock HLS Fund

Hartford Total Return Bond HLS Fund

Hartford Ultrashort Bond HLS Fund

Hartford Value HLS Fund

 

HARTFORD HLS SERIES FUND II, INC.

 

Hartford Growth Opportunities HLS Fund

Hartford SmallCap Growth HLS Fund

Hartford Small/Mid Cap Equity HLS Fund

Hartford U.S. Government Securities HLS Fund

 

A-5



 

SCHEDULE B

 

To the Fund Accounting Agreement

 

MUTUAL FUND ACCOUNTING FEES

 

Annual fee calculated at the following annual rates based on the average daily Fund net assets:

 

The Hartford Emerging Markets Local Debt Fund, Hartford Emerging Markets Equity Fund (formerly, The Hartford Emerging Markets Research Fund), The Hartford Global All-Asset Fund, The Hartford Global Alpha Fund, The Hartford Global Real Asset Fund, Hartford Long/Short Global Equity Fund, Hartford Real Total Return Fund and The Hartford Unconstrained Bond Fund

 

Average Daily Net Assets

 

Annual Fee

 

On First $5 billion

 

0.025

%

On Next $5 billion

 

0.020

%

Over $10 billion

 

0.015

%

 

The Hartford Alternative Strategies Fund, The Hartford Balanced Income Fund, The Hartford High Yield Fund, Hartford International Capital Appreciation Fund, The Hartford International Growth Fund, Hartford Multi-Asset Income Fund, The Hartford Short Duration Fund, The Hartford Strategic Income Fund, The Hartford Total Return Bond Fund, The Hartford World Bond Fund, Hartford High Yield HLS Fund and Hartford Total Return Bond HLS Fund

 

Average Daily Net Assets

 

Annual Fee

 

On First $5 billion

 

0.020

%

On Next $5 billion

 

0.015

%

Over $10 billion

 

0.010

%

 

The Hartford Balanced Fund, The Hartford Capital Appreciation Fund, The Hartford Floating Rate Fund, The Hartford Floating Rate High Income Fund, Hartford Global Equity Income Fund, The Hartford International Opportunities Fund, The Hartford International Small Company Fund, The Hartford International Value Fund, Hartford Municipal Income Fund, The Hartford Municipal Opportunities Fund, Hartford Municipal Short Duration Fund and Hartford Capital Appreciation HLS Fund

 

Average Daily Net Assets

 

Annual Fee

 

On First $5 billion

 

0.018

%

On Next $5 billion

 

0.014

%

Over $10 billion

 

0.010

%

 



 

Hartford Core Equity Fund, The Hartford Municipal Real Return Fund, The Hartford SmallCap Growth Fund, Hartford Balanced HLS Fund and Hartford International Opportunities HLS Fund

 

Average Daily Net Assets

 

Annual Fee

 

On First $5 billion

 

0.016

%

On Next $5 billion

 

0.013

%

Over $10 billion

 

0.010

%

 

The Hartford Dividend and Growth Fund, Hartford Duration-Hedged Strategic Income Fund, Hartford Global Capital Appreciation Fund, The Hartford Healthcare Fund, The Hartford Inflation Plus Fund, The Hartford MidCap Value Fund, The Hartford Quality Bond Fund, The Hartford Small Company Fund, The Hartford Small/Mid Cap Equity Fund*, The Hartford Value Opportunities Fund, Hartford Global Growth HLS Fund and Hartford Small/Mid Cap Equity HLS Fund

 

Average Daily Net Assets

 

Annual Fee

 

On First $5 billion

 

0.014

%

On Next $5 billion

 

0.012

%

Over $10 billion

 

0.010

%

 


* Fund to be renamed Hartford Small Cap Core Fund effective July 10, 2015

 

The Hartford Checks and Balances Fund, The Hartford Conservative Allocation Fund, The Hartford Equity Income Fund, The Hartford Growth Allocation Fund, The Hartford Growth Opportunities Fund, The Hartford MidCap Fund, Hartford Moderate Allocation Fund, Hartford Dividend and Growth HLS Fund, Hartford Disciplined Equity HLS Fund, Hartford Small Company HLS Fund, Hartford SmallCap Growth HLS Fund, and Hartford U.S. Government Securities HLS Fund

 

Average Daily Net Assets

 

Annual Fee

 

On First $5 billion

 

0.012

%

Over $5 billion

 

0.010

%

 

Hartford Growth Opportunities HLS Fund, Hartford Healthcare HLS Fund, Hartford MidCap HLS Fund, Hartford MidCap Value HLS Fund, Hartford Stock HLS Fund, Hartford Ultrashort Bond HLS Fund, and Hartford Value HLS Fund

 

Average Daily Net Assets

 

Annual Fee

 

All Assets

 

0.010

%

 


EX-99.B.H.(IV).A 6 a15-10967_1ex99dbdhdivda.htm EX-99.B.H.(IV).A

 

AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT

 

THIS AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT, as amended and restated on May 29, 2015, between The Hartford Mutual Funds, Inc. and The Hartford Mutual Funds II, Inc. (each a “Company” and collectively, the “Companies”) on behalf of each series of the Companies (each a “Fund” and collectively, the “Funds”) and Hartford Funds Management Company, LLC (the “Adviser”).

 

WHEREAS, the Adviser has been appointed the investment adviser of each of the Funds pursuant to an Investment Management Agreement between each Company, on behalf of the Funds, and the Adviser; and

 

WHEREAS, each Company and the Adviser desire to enter into the arrangements described herein relating to certain expenses of the Funds;

 

NOW, THEREFORE, each Company and the Adviser hereby agree as follows:

 

1.                                      For the period commencing February 28, 2015 through February 29, 2016, the Adviser hereby agrees to reimburse Fund expenses, exclusive of taxes, interest expenses, brokerage commissions, acquired fund fees and expenses and extraordinary expenses, to the extent necessary to maintain the net annual operating expenses specified for the class of shares of each Fund listed on Schedule A.

 

2.                                      For the period commencing February 28, 2015 through February 29, 2016, the Adviser hereby agrees to reimburse Fund expenses, exclusive of taxes, interest expenses, brokerage commissions and extraordinary expenses, to the extent necessary to maintain the net annual operating expenses specified for the class of shares of each Fund listed on Schedule B.

 

3.                                      For the period commencing April 30, 2014 through February 29, 2016, the Adviser hereby agrees to reimburse Fund expenses, exclusive of taxes, interest expenses, brokerage commissions, acquired fund fees and expenses and extraordinary expenses, to the extent necessary to maintain the net annual operating expenses specified for the class of shares of each Fund listed on Schedule C.

 

4.                                      For the period commencing May 30, 2014 through February 29, 2016, the Adviser hereby agrees to reimburse Fund expenses, exclusive of taxes, interest expenses, brokerage commissions, acquired fund fees and expenses and extraordinary expenses, to the extent necessary to maintain the net annual operating expenses specified for the class of shares of each Fund listed on Schedule D.

 

5.                                      For the period commencing August 29, 2014 through February 29, 2016, the Adviser hereby agrees to reimburse Fund expenses, exclusive of taxes, interest expenses, brokerage commissions, acquired fund fees and expenses, dividend and interest expenses on short sales and extraordinary expenses, to the extent necessary to maintain the net annual operating expenses specified for the class of shares of each Fund listed on Schedule E.

 

6.                                      For the period commencing November 7, 2014 through February 29, 2016, the Adviser hereby agrees to reimburse Fund expenses, exclusive of taxes, interest expenses,

 



 

brokerage commissions, acquired fund fees and expenses and extraordinary expenses, to the extent necessary to maintain the net annual operating expenses specified for the class of shares of each Fund listed on Schedule F.

 

7.                                      For the period commencing February 28, 2015 through February 29, 2016, the Adviser hereby agrees to reimburse Fund expenses, exclusive of taxes, interest expenses, brokerage commissions, acquired fund fees and expenses, dividend and interest expenses on short sales and extraordinary expenses, to the extent necessary to maintain the net annual operating expenses specified for the class of shares of each Fund listed on Schedule G.

 

8.                                      For the period commencing May 29, 2015 through February 28, 2017, the Adviser hereby agrees to reimburse Fund expenses, exclusive of taxes, interest expenses, brokerage commissions, acquired fund fees and expenses and extraordinary expenses, to the extent necessary to maintain the net annual operating expenses specified for the class of shares of each Fund listed on Schedule H.

 

9.                                      The reimbursement described in Sections 1, 2, 3, 4, 5, 6, 7 and 8 above are not subject to recoupment by the Adviser.

 

10.                               The Adviser understands and intends that the Funds will rely on this Agreement (1) in preparing and filing amendments to the registration statements for the Companies on Form N-1A with the Securities and Exchange Commission, (2) in accruing each Fund’s expenses for purposes of calculating its net asset value per share and (3) for certain other purposes and expressly permits the Funds to do so.

 

11.                               This Agreement shall renew automatically for one-year terms unless the Adviser provides written notice of termination prior to the start of such term.

 

12.                               This Agreement may be amended or modified by mutual consent of the Adviser and the Board of Directors of the respective Company at any time prior to the expiration date of the Agreement.

 

13.                               This Agreement may be executed by the parties hereto on any number of counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument.

 



 

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

 

THE HARTFORD MUTUAL FUNDS, INC.

 

 

 

Name:

 

 

 

Vernon J. Meyer

 

Title:

Vice President

 

 

 

 

 

THE HARTFORD MUTUAL FUNDS II, INC.

 

 

 

Name:

 

 

 

Vernon J. Meyer

 

Title:

Vice President

 

 

 

 

 

HARTFORD FUNDS MANAGEMENT COMPANY, LLC

 

 

 

Name:

 

 

 

Gregory A. Frost

 

Title:

Chief Financial Officer

 

 



 

SCHEDULE A

 

Fund

 

Total Net Annual
Operating Expense Limit

(as a percent of average
daily net assets)

The Hartford Balanced Fund

 

Class A: 1.18%
Class I: 0.93%
Class R3: 1.40%
Class R4: 1.10%
Class R5: 0.80%

Hartford Core Equity Fund (formerly known as The Hartford Disciplined Equity Fund)

 

Class A: 0.79%
Class B: 1.54%
Class C: 1.54%
Class I: 0.54%
Class R3: 1.09%
Class R4: 0.79%
Class R5: 0.49%
Class R6: 0.45%
Class Y: 0.49%

The Hartford Emerging Markets Local Debt Fund

 

Class A: 1.35%(7)
Class C: 2.10%(7)
Class I: 1.10%(7)
Class R3: 1.65%(7)
Class R4: 1.35%(7)
Class R5: 1.05%(7)
Class Y: 1.00%(7)

Hartford Emerging Markets Equity Fund (formerly known as The Harford Emerging Markets Research Fund)

 

Class A: 1.75%
Class C: 2.50%
Class I: 1.50%
Class R3: 1.95%
Class R4: 1.65%
Class R5: 1.35%
Class Y: 1.30%

The Hartford Floating Rate Fund

 

Class A: 1.00%(1)
Class B: 1.75%(1)
Class C: 1.75%(1)
Class I: 0.75%(1)
Class R3: 1.25%(1)
Class R4: 1.00%(1)
Class R5: 0.70%(2)
Class Y: 0.70%(2)

The Hartford Floating Rate High Income Fund

 

Class A: 1.05%
Class C: 1.80%
Class I: 0.80%
Class R3: 1.35%
Class R4: 1.05%
Class R5: 0.75%
Class Y: 0.75%

The Hartford Global Alpha Fund

 

Class A: 1.55%
Class C: 2.30%
Class I: 1.30%
Class R3: 1.85%
Class R4: 1.55%
Class R5: 1.25%

 



 

 

 

Class Y: 1.20%

Hartford Global Capital Appreciation Fund (formerly known as The Hartford Capital Appreciation II Fund)

 

Class A: 1.25%
Class B: 2.00%
Class C: 2.00%
Class I: 1.00%
Class R3: 1.35%
Class R4: 1.05%
Class R5: 0.95%
Class Y: 0.90%

The Hartford Global Real Asset Fund

 

Class A: 1.35%
Class C: 2.10%
Class I: 1.10%
Class R3: 1.60%
Class R4: 1.30%
Class R5: 1.05%
Class Y: 1.00%

The Hartford Healthcare Fund

 

Class A: 1.60%
Class B: 2.35%
Class C: 2.35%
Class I: 1.35%
Class R3: 1.65%
Class R4: 1.35%
Class R5: 1.05%
Class Y: 1.00%

The Hartford High Yield Fund

 

Class A: 1.05%
Class B: 1.80%
Class C: 1.80%
Class I: 0.80%
Class R3: 1.35%
Class R4: 1.05%
Class R5: 0.75%
Class Y: 0.70%

The Hartford Inflation Plus Fund

 

Class A: 0.85%(3)
Class B: 1.60%(3)
Class C: 1.60%(3)
Class I: 0.60%(3)
Class R3: 1.20%(3)
Class R4: 0.90%(3)
Class R5: 0.60%(3)
Class Y: 0.55%(3)

Hartford International Capital Appreciation (formerly known as The Hartford Diversified International Fund)

 

Class A: 1.45%
Class B: 2.20%
Class C: 2.20%
Class I: 1.20%
Class R3: 1.65%
Class R4: 1.35%
Class R5: 1.05%
Class Y: 1.00%

The Hartford International Growth Fund

 

Class A: 1.55%
Class B: 2.30%
Class C: 2.30%
Class I: 1.30%
Class R3: 1.60%
Class R4: 1.30%
Class R5: 1.00%

 



 

 

 

Class Y: 0.95%

The Hartford International Small Company Fund

 

Class A: 1.60%
Class B: 2.35%
Class C: 2.35%
Class I: 1.35%
Class R3: 1.65%
Class R4: 1.35%
Class R5: 1.05%
Class Y: 1.00%

The Hartford International Value Fund

 

Class A: 1.40%
Class C: 2.15%
Class I: 1.15%
Class R3: 1.60%
Class R4: 1.30%
Class R5: 1.00%
Class Y: 0.95%

The Hartford MidCap Value Fund

 

Class A: 1.35%
Class B: 2.10%
Class C: 2.10%
Class I: 1.10%
Class R3: 1.55%
Class R4: 1.25%
Class R5: 0.95%
Class Y: 0.90%

The Hartford Municipal Opportunities Fund

 

Class A: 0.69%
Class B: 1.44%
Class C: 1.44%
Class I: 0.44%

The Hartford Municipal Real Return Fund

 

Class A: 0.69%(4)
Class B: 1.44%(4)
Class C: 1.44%(4)
Class I: 0.44%(4)
Class Y: 0.44%(4)

The Hartford Quality Bond Fund

 

Class A: 0.95%
Class C: 1.70%
Class I: 0.70%
Class R3: 1.25%
Class R4: 0.95%
Class R5: 0.65%
Class Y: 0.60%

Hartford Real Total Return Fund

 

Class A: 1.70%
Class C: 2.45%
Class I: 1.45%
Class R3: 2.00%
Class R4: 1.70%
Class R5: 1.40%
Class Y: 1.30%

The Hartford Short Duration Fund

 

Class A: 0.85%(5)
Class B: 1.60%(5)
Class C: 1.60%(5)
Class I: 0.60%(5)
Class R3: 1.15%
Class R4: 0.85%
Class R5: 0.55%
Class Y: 0.55%(5)

 



 

The Hartford Small/Mid Cap Equity Fund (To be renamed Hartford Small Cap Core Fund effective July 10, 2015.)

 

Class A: 1.30%
Class B: 2.05%
Class C: 2.05%
Class I: 1.05%
Class R3: 1.50%
Class R4: 1.20%
Class R5: 0.90%
Class Y: 0.85%

The Hartford Unconstrained Bond Fund

 

Class A: 0.99%(6)
Class B: 1.74%(6)
Class C: 1.74%(6)
Class I: 0.74%
Class R3: 1.29%
Class R4: 0.99%
Class R5: 0.69%
Class Y: 0.69%(6)

The Hartford Value Opportunities Fund

 

Class A: 1.35%(8)
Class B: 2.10%(8)
Class C: 2.10%(8)
Class I: 1.10%(8)
Class R3: 1.55%(8)
Class R4: 1.25%(8)
Class R5: 0.95%(8)
Class Y: 0.90%(8)

 


(1) The expense cap figure noted in the table above is permanent.

 

(2) For Class R5 and Class Y shares of The Hartford Floating Rate Fund, the Adviser has contractually agreed to reimburse expenses (exclusive of taxes, interest expenses, brokerage commissions, acquired fund fees and expenses and extraordinary expenses) to the extent necessary to maintain total annual fund operating expenses at the levels noted in the table above.  Class R5 and Class Y Shares of The Hartford Floating Rate Fund are also subject to a permanent expense cap of 0.85% and 0.75%, respectively.

 

(3) For Class A, Class B, Class C, Class I, Class R3, Class R4, Class R5 and Class Y shares of The Hartford Inflation Plus Fund, the Adviser has contractually agreed to reimburse expenses (exclusive of taxes, interest expenses, brokerage commissions, acquired fund fees and expenses and extraordinary expenses) to the extent necessary to maintain total annual fund operating expenses at the levels noted in the table above. Class A, Class B, Class C, Class I, Class R3, Class R4, Class R5 and Class Y Shares of The Hartford Inflation Plus Fund are also subject to a permanent expense cap of 1.00%, 1.75%, 1.75%, 0.75%, 1.25%, 1.00%, 0.85% and 0.75%, respectively.

 

(4) For Class A, Class B, Class C, Class I, and Class Y shares of The Hartford Municipal Real Return Fund, the Adviser has contractually agreed to reimburse expenses (exclusive of taxes, interest expenses, brokerage commissions, acquired fund fees and expenses and extraordinary expenses) to the extent necessary to maintain total annual fund operating expenses at the levels noted in the table above. Class A, Class B, Class C, Class I and Class Y Shares of The Hartford Municipal Real Return Fund are also subject to a permanent expense cap of 1.00%, 1.75%, 1.75%, 0.75%, and 0.75%, respectively.

 

(5) For Class A, Class B, Class C, Class I and Class Y shares of The Hartford Short Duration Fund, the Adviser has contractually agreed to reimburse expenses (exclusive of taxes, interest expenses, brokerage commissions, acquired fund fees and expenses and extraordinary expenses) to the extent necessary to maintain total annual fund operating expenses at the levels noted in the table above. Class A, Class B, Class C, Class I and Class Y Shares of The Hartford Short Duration Fund are also subject to a permanent expense cap of 1.00%, 1.75%, 1.75%, 0.75% and 0.75%, respectively.

 



 

(6) For Class A, Class B, Class C, Class I, Class R3, Class R4, Class R5 and Class Y shares of The Hartford Unconstrained Bond Fund, the Adviser has contractually agreed to reimburse expenses (exclusive of taxes, interest expenses, brokerage commissions, acquired fund fees and expenses and extraordinary expenses) to the extent necessary to maintain total annual fund operating expenses at the levels noted in the table above. Class A, Class B, Class C and Class Y Shares of The Hartford Unconstrained Bond Fund are also subject to a permanent expense cap of 1.00%, 1.75%, 1.75% and 0.75%, respectively.

 

(7) For Class A, Class C, Class I, Class R3, Class R4, Class R5 and Class Y shares of The Hartford Emerging Markets Local Debt Fund, the Adviser, through February 29, 2016, has contractually agreed to reimburse expenses (exclusive of taxes, interest expense, brokerage commissions, acquired fund fees and expenses and extraordinary expenses) to the extent necessary to maintain total annual operating expenses as follows: 1.25% (Class A), 2.00% (Class C), 1.00% (Class I), 1.55% (Class R3), 1.25% (Class R4), 0.95% (Class R5) and 0.90% (Class Y).

 

(8) For Class A, Class B, Class C, Class I, Class R3, Class R4, Class R5 and Class Y of The Hartford Value Opportunities Fund, the Adviser, through February 28, 2015, has contractually agreed to reimburse expenses (exclusive of taxes, interest expense, brokerage commissions, acquired fund fees and expenses and extraordinary expenses) to the extent necessary to maintain total annual operating expenses as follows: 1.22% (Class A), 1.92% (Class B), 1.92% (Class C), 1.00% (Class I), 1.45% (Class R3), 1.15% (Class R4), 0.85% (Class R5) and 0.80% (Class Y).

 



 

SCHEDULE B

 

Fund

 

Total Net Annual
Operating Expense Limit

(as a percent of average
daily net assets)

The Hartford Checks and Balances Fund

 

Class A: 1.25%
Class B: 2.00%
Class C: 2.00%
Class I: 1.00%
Class R3: 1.40%
Class R4: 1.10%
Class R5: 0.80%

The Hartford Conservative Allocation Fund

 

Class A: 1.35%
Class B: 2.10%
Class C: 2.10%
Class I: 1.10%
Class R3: 1.60%
Class R4: 1.30%
Class R5: 1.00%

Hartford Duration-Hedged Strategic Income Fund

 

Class A: 1.15%
Class C: 1.90%
Class I: 0.90%
Class R3: 1.45%
Class R4: 1.15%
Class R5: 0.85%
Class Y: 0.75%

The Hartford Growth Allocation Fund

 

Class A: 1.50%
Class B: 2.25%
Class C: 2.25%
Class I: 1.25%
Class R3: 1.70%
Class R4: 1.40%
Class R5: 1.10%

Hartford Moderate Allocation Fund (formerly known as The Hartford Balanced Allocation Fund)

 

Class A: 1.40%
Class B: 2.15%
Class C: 2.15%
Class I: 1.15%
Class R3: 1.65%
Class R4: 1.35%
Class R5: 1.05%

 



 

SCHEDULE C

 

Fund

 

Total Net Annual
Operating Expense Limit

(as a percent of average
daily net assets)

Hartford Multi-Asset Income Fund

 

Class A: 1.12%
Class C: 1.87%
Class I: 0.87%
Class R3: 1.42%
Class R4: 1.12%
Class R5: 0.93%
Class Y: 0.83%

 



 

SCHEDULE D

 

Fund

 

Total Net Annual
Operating Expense Limit

(as a percent of average
daily net assets)

Hartford Global Equity Income Fund (formerly known as The Hartford Global Research Fund)

 

Class A: 1.25%
Class B: 2.00%
Class C: 2.00%
Class I: 1.00%
Class R3: 1.45%
Class R4: 1.15%
Class R5: 0.85%
Class Y: 0.80%

 



 

SCHEDULE E

 

Fund

 

Total Net Annual
Operating Expense Limit

(as a percent of average
daily net assets)

Hartford Long/Short Global Equity Fund

 

Class A: 1.90%
Class C: 2.65%
Class I: 1.65%
Class Y: 1.50%

 



 

SCHEDULE F

 

Fund

 

Total Net Annual
Operating Expense Limit

(as a percent of average
daily net assets)

The Hartford Balanced Income Fund

 

Class A: 0.99%
Class B: 1.74%
Class C: 1.74%
Class I: 0.74%
Class R3: 1.24%
Class R4: 0.94%
Class R5: 0.69%
Class R6: 0.64%
Class Y: 0.64%

The Hartford Capital Appreciation Fund

 

Class A: 1.29%
Class I: 1.04%
Class R3: 1.40%
Class R4: 1.10%
Class R5: 0.80%
Class R6: 0.75%

The Hartford Dividend and Growth Fund

 

Class A: 1.25%
Class I: 1.00%
Class R3: 1.35%
Class R4: 1.05%
Class R5: 0.75%
Class R6: 0.70%

The Hartford Equity Income Fund

 

Class A: 1.25%
Class B: 2.00%
Class C: 2.00%
Class I: 1.00%
Class R3: 1.50%
Class R4: 1.20%
Class R5: 0.90%
Class R6: 0.85%
Class Y: 0.85%

The Hartford Growth Opportunities Fund

 

Class A: 1.36%(1)
Class B: 2.11%(1)
Class C: 2.11%(1)
Class I: 1.11%(1)
Class R3: 1.45%(1)
Class R4: 1.15%(1)
Class R5: 0.85%(1)
Class R6: 0.85%(1)
Class Y: 0.85%(1)

The Hartford International Opportunities Fund

 

Class A: 1.30%
Class B: 2.05%
Class C: 2.05%
Class I: 1.05%
Class R3: 1.50%
Class R4: 1.20%
Class R5: 0.90%
Class R6: 0.85%
Class Y: 0.85%

 



 

The Hartford MidCap Fund

 

Class A: 1.37%
Class I: 1.12%
Class R3: 1.50%
Class R4: 1.20%
Class R5: 0.90%
Class R6: 0.85%

The Hartford Small Company Fund

 

Class A: 1.40%
Class B: 2.15%
Class C: 2.15%
Class I: 1.15%
Class R3: 1.55%
Class R4: 1.25%
Class R5: 0.95%
Class R6: 0.90%
Class Y: 0.90%

The Hartford SmallCap Growth Fund

 

Class A: 1.40%
Class B: 2.15%
Class C: 2.15%
Class I: 1.15%
Class R3: 1.60%
Class R4: 1.30%
Class R5: 1.00%
Class R6: 0.95%
Class Y: 0.95%

The Hartford Strategic Income Fund

 

Class A: 0.95%
Class B: 1.70%
Class C: 1.70%
Class I: 0.70%
Class R3: 1.25%
Class R4: 0.95%
Class R5: 0.65%
Class R6: 0.60%
Class Y: 0.60%

The Hartford Total Return Bond Fund

 

Class A: 0.87%(2)
Class B: 1.62%(2)
Class C: 1.62%(2)
Class I: 0.62%(2)
Class R3: 1.17%(2)
Class R4: 0.87%(2)
Class R5: 0.57%(2)
Class R6: 0.52%
Class Y: 0.52%(2)

The Hartford World Bond Fund

 

Class A: 1.05%
Class C: 1.80%
Class I: 0.80%
Class R3: 1.35%
Class R4: 1.05%
Class R5: 0.75%
Class R6: 0.70%
Class Y: 0.70%

 


(1)  The Adviser, through February 28, 2015, has contractually agreed to reimburse expenses (exclusive of taxes, interest expense, brokerage commissions, acquired fund fees and expenses and extraordinary expenses) to the extent necessary to maintain total annual operating expenses as follows: 1.19% (Class A), 2.05% (Class B), 2.05% (Class C), 0.92% (Class I), 1.45% (Class R3), 1.15% (Class R4), 0.85% (Class R5), 0.85% (R6) and 0.85% (Class Y).

 



 

(2) The Adviser has permanently agreed to reimburse expenses (exclusive of taxes, interest expenses, brokerage commissions, acquired fund fees and expenses and extraordinary expenses) to the extent necessary to maintain total annual fund operating expenses as follows 1.00% (Class A), 1.75% (Class B), 1.75% (Class C), 0.75% (Class I), 1.25% (Class R3), 1.00% (Class R4), 0.85% (Class R5) and 0.75% (Class Y).

 



 

SCHEDULE G

 

Fund

 

Total Net Annual
Operating Expense Limit

(as a percent of average
daily net assets)

The Hartford Global All-Asset Fund

 

Class A: 1.25%
Class C: 2.00%
Class I: 1.00%
Class R3: 1.50%
Class R4: 1.20%
Class R5: 0.95%
Class Y: 0.90%

 



 

SCHEDULE H

 

Fund

 

Total Net Annual
Operating Expense Limit

(as a percent of average
daily net assets)

Hartford Municipal Income Fund

 

Class A: 0.69%
Class C: 1.44%
Class I: 0.44%

Hartford Municipal Short Duration Fund

 

Class A: 0.69%
Class C: 1.44%
Class I: 0.44%

 


EX-99.B.H.(V).I 7 a15-10967_1ex99dbdhdvdi.htm EX-99.B.H.(V).I

 

TRANSFER AGENCY FEE WAIVER AGREEMENT

 

THIS AGREEMENT, dated as of May 29, 2015, between The Hartford Mutual Funds, Inc. (the “Company”) on behalf of Hartford Municipal Income Fund and Hartford Municipal Short Duration Fund, each a series of the Company (together, the “Funds”), and Hartford Administrative Services Company (the “Transfer Agent”).

 

WHEREAS, the Transfer Agent has been appointed the transfer agent of the Funds pursuant to a Transfer Agency and Service Agreement between the Company, on behalf of the Funds, and the Transfer Agent; and

 

WHEREAS, each Company and the Transfer Agent, desire to enter into the arrangements described herein relating to the transfer agency fees of the Funds;

 

NOW, THEREFORE, the Company and the Transfer Agent hereby agree as follows:

 

1.                                      For the period commencing May 29, 2015 through February 28, 2017, the Transfer Agent hereby agrees to reimburse any portion of the transfer agency fees over 0.30% of the average daily net assets per fiscal year for each class of shares for each Fund.

 

2.                                      The reimbursement described in Section 1 above is not subject to recoupment by the Transfer Agent.

 

3.                                      The Transfer Agent understands and intends that the Funds will rely on this Agreement (1) in preparing and filing amendments to the registration statements for the Company on Form N-1A with the Securities and Exchange Commission, (2) in accruing each Fund’s expenses for purposes of calculating its net asset value per share and (3) for certain other purposes and expressly permits the Funds to do so.

 

4.                                      This Agreement shall renew automatically for one-year terms unless the Transfer Agent provides written notice of termination prior to the start of such term.

 

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

 

 

THE HARTFORD MUTUAL FUNDS, INC.

 

 

 

 

Name:

Vernon J. Meyer

 

Title:

Vice President

 

 

 

 

 

 

HARTFORD ADMINISTRATIVE SERVICES COMPANY

 

 

 

 

 

 

 

Name:

Gregory A. Frost

 

Title:

Managing Director, Chief Financial Officer and Director

 

 


EX-99.B.I. 8 a15-10967_1ex99dbdid.htm EX-99.B.I.

 

[LETTERHEAD OF VENABLE LLP]

 

May 28, 2015

 

The Hartford Mutual Funds, Inc.

5 Radnor Corporate Center

100 Matsonford Road

Suite 300

Radnor, PA 19087

 

Re:                             Registration Statement on Form N-1A:

1933 Act File No. 333-02381

1940 Act File No. 811-07589                

 

Ladies and Gentlemen:

 

We have served as Maryland counsel to The Hartford Mutual Funds, Inc., a Maryland corporation registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company (the “Company”), in connection with certain matters of Maryland law arising out of the registration and issuance of an indefinite number of shares (the “Shares”) of common stock, par value $0.001 per share (the “Common Stock”), of the Company classified and designated as the series and classes listed on Schedule I hereto, covered by the above-referenced Registration Statement (the “Registration Statement”), filed by the Company with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “1933 Act”), and the 1940 Act.

 

In connection with our representation of the Company, and as a basis for the opinion hereinafter set forth, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents (hereinafter collectively referred to as the “Documents”):

 

1.                                      Post-Effective Amendment No. 140 to the Registration Statement, substantially in the form transmitted to the Commission under the 1933 Act and the 1940 Act;

 

2.                                      The charter of the Company (the “Charter”), certified by the State Department of Assessments and Taxation of Maryland (the “SDAT”);

 

3.                                      The Amended and Restated Bylaws of the Company, certified as of the date hereof by an officer of the Company;

 

4.                                      A certificate of the SDAT as to the good standing of the Company, dated as of a recent date;

 



 

5.                                      Resolutions adopted by the Board of Directors of the Company (the “Resolutions”) relating to the authorization of the sale and issuance of the Shares at net asset value in a continuous public offering, certified as of the date hereof by an officer of the Company;

 

6.                                      A certificate executed by an officer of the Company, dated as of the date hereof; and

 

7.                                      Such other documents and matters as we have deemed necessary or appropriate to express the opinion set forth below, subject to the assumptions, limitations and qualifications stated herein.

 

In expressing the opinion set forth below, we have assumed the following:

 

1.                                      Each individual executing any of the Documents, whether on behalf of such individual or any other person, is legally competent to do so.

 

2.                                      Each individual executing any of the Documents on behalf of a party (other than the Company) is duly authorized to do so.

 

3.                                      Each of the parties (other than the Company) executing any of the Documents has duly and validly executed and delivered each of the Documents to which such party is a signatory, and such party’s obligations set forth therein are legal, valid and binding and are enforceable in accordance with all stated terms.

 

4.                                      All Documents submitted to us as originals are authentic.  The form and content of all Documents submitted to us as unexecuted drafts do not differ in any respect relevant to this opinion from the form and content of such Documents as executed and delivered.  All Documents submitted to us as certified or photostatic copies conform to the original documents.  All signatures on all such Documents are genuine.  All public records reviewed or relied upon by us or on our behalf are true and complete.  All representations, warranties, statements and information contained in the Documents are true and complete.  There has been no oral or written modification of or amendment to any of the Documents, and there has been no waiver of any provision of any of the Documents, by action or omission of the parties or otherwise.

 

5.                                      Upon any issuance of Shares, the total number of shares of each series and class of Common Stock issued and outstanding will not exceed the total number of shares of each series and class of Common Stock that the Company is then authorized to issue under the Charter.

 

2



 

Based upon the foregoing, and subject to the assumptions, limitations and qualifications stated herein, it is our opinion that:

 

1.                                      The Company is a corporation duly incorporated and existing under and by virtue of the laws of the State of Maryland and is in good standing with the SDAT.

 

2.                                      The issuance of the Shares has been duly authorized and, when and if issued and delivered against payment of net asset value therefor in accordance with the Resolutions and the Registration Statement, the Shares will be validly issued, fully paid and nonassessable.

 

The foregoing opinion is limited to the substantive laws of the State of Maryland and we do not express any opinion herein concerning any other law.  We express no opinion as to compliance with federal or state securities laws, including the securities laws of the State of Maryland, or the 1940 Act.

 

The opinion expressed herein is limited to the matters specifically set forth herein and no other opinion shall be inferred beyond the matters expressly stated.  We assume no obligation to supplement this opinion if any applicable law changes after the date hereof or if we become aware of any fact that might change the opinion expressed herein after the date hereof.

 

This opinion is being furnished to you for submission to the Commission as an exhibit to the Registration Statement.  We hereby consent to the filing of this opinion as an exhibit to the Registration Statement.  In giving this consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the 1933 Act.

 

 

Very truly yours,

 

 

 

/s/ Venable LLP

 

3



 

SCHEDULE I

 

Class A, C and I of the following series:

 

1. Hartford Municipal Income Fund

2. Hartford Municipal Short Duration Fund

 


EX-99.B.M. 9 a15-10967_1ex99dbdmd.htm EX-99.B.M.

 

THE HARTFORD MUTUAL FUNDS, INC.

 

AMENDED AND RESTATED

 

DISTRIBUTION PLAN

 

CLASS A, B, C, R3 and R4 SHARES

 

AUGUST 2, 2006, AS AMENDED MAY 29, 2015

 

ARTICLE I. THE PLAN

 

This Amended and Restated Distribution Plan (the “Plan”) sets forth the terms and conditions on which The Hartford Mutual Funds, Inc. (the “Company”), on behalf of each series of the Company (each a “Fund” and together the “Funds”) will pay certain amounts to Hartford Funds Distributors, LLC (the “Distributor”) in connection with the provision by the Distributor, of certain services to the Funds, as set forth herein. Certain of such payments by a Fund may, under Rule 12b-1 (the “Rule”) under the Investment Company Act of 1940, as amended (the “Act”), be deemed to constitute the financing of distribution by a Fund. This Plan describes all material aspects of such financing as contemplated by the Rule and shall be administered and interpreted, and implemented and continued, in a manner consistent with the Rule. The Fund and each Class of those Funds that currently have adopted this Plan, and the effective dates of such adoption, are as follows:

 

SERIES

 

CLASS

 

EFFECTIVE DATE

The Hartford Balanced Fund

 

A

 

July 22, 1996

The Hartford Balanced Fund

 

B

 

July 22, 1996

The Hartford Balanced Fund

 

C

 

July 31, 1998

The Hartford Balanced Fund

 

R3

 

December 15, 2006

The Hartford Balanced Fund

 

R4

 

December 15, 2006

 

 

 

 

 

The Hartford Balanced Income Fund

 

A

 

May 10, 2006

The Hartford Balanced Income Fund

 

B

 

May 10, 2006

The Hartford Balanced Income Fund

 

C

 

May 10, 2006

The Hartford Balanced Income Fund

 

R3

 

May 28, 2010

The Hartford Balanced Income Fund

 

R4

 

May 28, 2010

 

 

 

 

 

The Hartford Capital Appreciation Fund

 

A

 

July 22, 1996

The Hartford Capital Appreciation Fund

 

B

 

July 22, 1996

The Hartford Capital Appreciation Fund

 

C

 

July 31, 1998

The Hartford Capital Appreciation Fund

 

R3

 

December 15, 2006

The Hartford Capital Appreciation Fund

 

R4

 

December 15, 2006

 

 

 

 

 

The Hartford Checks and Balances Fund

 

A

 

May 31, 2007

The Hartford Checks and Balances Fund

 

B

 

May 31, 2007

The Hartford Checks and Balances Fund

 

C

 

May 31, 2007

The Hartford Checks and Balances Fund

 

R3

 

August 29, 2008

The Hartford Checks and Balances Fund

 

R4

 

August 29, 2008

 

 

 

 

 

The Hartford Conservative Allocation Fund

 

A

 

May 19, 2004

The Hartford Conservative Allocation Fund

 

B

 

May 19, 2004

The Hartford Conservative Allocation Fund

 

C

 

May 19, 2004

The Hartford Conservative Allocation Fund

 

R3

 

December 15, 2006

The Hartford Conservative Allocation Fund

 

R4

 

December 15, 2006

 



 

SERIES

 

CLASS

 

EFFECTIVE DATE

Hartford Core Equity Fund (formerly known as The Hartford Disciplined Equity Fund)

 

A

 

April 30, 1998

Hartford Core Equity Fund (formerly known as The Hartford Disciplined Equity Fund)

 

B

 

April 30, 1998

Hartford Core Equity Fund (formerly known as The Hartford Disciplined Equity Fund)

 

C

 

July 31, 1998

Hartford Core Equity Fund (formerly known as The Hartford Disciplined Equity Fund)

 

R3

 

December 15, 2006

Hartford Core Equity Fund (formerly known as The Hartford Disciplined Equity Fund)

 

R4

 

December 15, 2006

 

 

 

 

 

The Hartford Dividend and Growth Fund

 

A

 

July 22, 1996

The Hartford Dividend and Growth Fund

 

B

 

July 22, 1996

The Hartford Dividend and Growth Fund

 

C

 

July 31, 1998

The Hartford Dividend and Growth Fund

 

R3

 

December 15, 2006

The Hartford Dividend and Growth Fund

 

R4

 

December 15, 2006

 

 

 

 

 

Hartford Duration-Hedged Strategic Income Fund

 

A

 

November 29, 2013

Hartford Duration-Hedged Strategic Income Fund

 

C

 

November 29, 2013

Hartford Duration-Hedged Strategic Income Fund

 

R3

 

November 29, 2013

Hartford Duration-Hedged Strategic Income Fund

 

R4

 

November 29, 2013

 

 

 

 

 

The Hartford Emerging Markets Local Debt Fund

 

A

 

May 31, 2011

The Hartford Emerging Markets Local Debt Fund

 

B

 

May 31, 2011

The Hartford Emerging Markets Local Debt Fund

 

C

 

May 31, 2011

The Hartford Emerging Markets Local Debt Fund

 

R3

 

May 31, 2011

The Hartford Emerging Markets Local Debt Fund

 

R4

 

May 31, 2011

 

 

 

 

 

Hartford Emerging Markets Equity Fund (formerly known as The Hartford Emerging Markets Research Fund)

 

A

 

May 31, 2011

Hartford Emerging Markets Equity Fund (formerly known as The Hartford Emerging Markets Research Fund)

 

B

 

May 31, 2011

Hartford Emerging Markets Equity Fund (formerly known as The Hartford Emerging Markets Research Fund)

 

C

 

May 31, 2011

Hartford Emerging Markets Equity Fund (formerly known as The Hartford Emerging Markets Research Fund)

 

R3

 

May 31, 2011

Hartford Emerging Markets Equity Fund (formerly known as The Hartford Emerging Markets Research Fund)

 

R4

 

May 31, 2011

 



 

SERIES

 

CLASS

 

EFFECTIVE DATE

The Hartford Equity Income Fund

 

A

 

August 28, 2003

The Hartford Equity Income Fund

 

B

 

August 28, 2003

The Hartford Equity Income Fund

 

C

 

August 28, 2003

The Hartford Equity Income Fund

 

R3

 

December 15, 2006

The Hartford Equity Income Fund

 

R4

 

December 15, 2006

 

 

 

 

 

The Hartford Floating Rate Fund

 

A

 

April 29, 2005

The Hartford Floating Rate Fund

 

B

 

April 29, 2005

The Hartford Floating Rate Fund

 

C

 

April 29, 2005

The Hartford Floating Rate Fund

 

R3

 

December 15, 2006

The Hartford Floating Rate Fund

 

R4

 

December 15, 2006

 

 

 

 

 

The Hartford Floating Rate High Income Fund

 

A

 

September 30, 2011

The Hartford Floating Rate High Income Fund

 

C

 

September 30, 2011

The Hartford Floating Rate High Income Fund

 

R3

 

September 30, 2011

The Hartford Floating Rate High Income Fund

 

R4

 

September 30, 2011

 

 

 

 

 

The Hartford Global All-Asset Fund

 

A

 

May 28, 2010

The Hartford Global All-Asset Fund

 

C

 

May 28, 2010

The Hartford Global All-Asset Fund

 

R3

 

May 28, 2010

The Hartford Global All-Asset Fund

 

R4

 

May 28, 2010

 

 

 

 

 

The Hartford Global Alpha Fund

 

A

 

December 14, 2012

The Hartford Global Alpha Fund

 

C

 

December 14, 2012

The Hartford Global Alpha Fund

 

R3

 

December 14, 2012

The Hartford Global Alpha Fund

 

R4

 

December 14, 2012

 

 

 

 

 

Hartford Global Capital Appreciation Fund (formerly The Hartford Capital Appreciation II Fund)

 

A

 

April 29, 2005

Hartford Global Capital Appreciation Fund (formerly The Hartford Capital Appreciation II Fund)

 

B

 

April 29, 2005

Hartford Global Capital Appreciation Fund (formerly The Hartford Capital Appreciation II Fund)

 

C

 

April 29, 2005

Hartford Global Capital Appreciation Fund (formerly The Hartford Capital Appreciation II Fund)

 

R3

 

December 15, 2006

Hartford Global Capital Appreciation Fund (formerly The Hartford Capital Appreciation II Fund)

 

R4

 

December 15, 2006

 

 

 

 

 

Hartford Global Equity Income Fund (formerly The Hartford Global Research Fund)

 

A

 

March 1, 2008

Hartford Global Equity Income Fund (formerly The Hartford Global Research Fund)

 

B

 

March 1, 2008

Hartford Global Equity Income Fund (formerly The Hartford Global Research Fund)

 

C

 

March 1, 2008

Hartford Global Equity Income Fund

 

R3

 

March 1, 2008

 



 

SERIES

 

CLASS

 

EFFECTIVE DATE

(formerly The Hartford Global Research Fund)

 

 

 

 

Hartford Global Equity Income Fund (formerly The Hartford Global Research Fund)

 

R4

 

March 1, 2008

 

 

 

 

 

The Hartford Global Real Asset Fund

 

A

 

May 28, 2010

The Hartford Global Real Asset Fund

 

C

 

May 28, 2010

The Hartford Global Real Asset Fund

 

R3

 

May 28, 2010

The Hartford Global Real Asset Fund

 

R4

 

May 28, 2010

 

 

 

 

 

The Hartford Growth Allocation Fund

 

A

 

May 19, 2004

The Hartford Growth Allocation Fund

 

B

 

May 19, 2004

The Hartford Growth Allocation Fund

 

C

 

May 19, 2004

The Hartford Growth Allocation Fund

 

R3

 

December 15, 2006

The Hartford Growth Allocation Fund

 

R4

 

December 15, 2006

 

 

 

 

 

The Hartford Healthcare Fund

 

A

 

April 27, 2000

The Hartford Healthcare Fund

 

B

 

April 27, 2000

The Hartford Healthcare Fund

 

C

 

April 27, 2000

The Hartford Healthcare Fund

 

R3

 

December 15, 2006

The Hartford Healthcare Fund

 

R4

 

December 15, 2006

 

 

 

 

 

The Hartford High Yield Fund

 

A

 

September 30, 1998

The Hartford High Yield Fund

 

B

 

September 30, 1998

The Hartford High Yield Fund

 

C

 

September 30, 1998

The Hartford High Yield Fund

 

R3

 

December 15, 2006

The Hartford High Yield Fund

 

R4

 

December 15, 2006

 

 

 

 

 

The Hartford Inflation Plus Fund

 

A

 

October 31, 2002

The Hartford Inflation Plus Fund

 

B

 

October 31, 2002

The Hartford Inflation Plus Fund

 

C

 

October 31, 2002

The Hartford Inflation Plus Fund

 

R3

 

December 15, 2006

The Hartford Inflation Plus Fund

 

R4

 

December 15, 2006

 

 

 

 

 

Hartford International Capital Appreciation Fund (formerly The Hartford Diversified International Fund)

 

A

 

June 30, 2008

Hartford International Capital Appreciation Fund (formerly The Hartford Diversified International Fund)

 

B

 

June 30, 2008

Hartford International Capital Appreciation Fund (formerly The Hartford Diversified International Fund)

 

C

 

June 30, 2008

Hartford International Capital Appreciation Fund (formerly The Hartford Diversified International Fund)

 

R3

 

June 30, 2008

Hartford International Capital Appreciation

 

R4

 

June 30, 2008

 



 

SERIES

 

CLASS

 

EFFECTIVE DATE

Fund (formerly The Hartford Diversified International Fund)

 

 

 

 

 

 

 

 

 

The Hartford International Growth Fund

 

A

 

April 30, 2001

The Hartford International Growth Fund

 

B

 

April 30, 2001

The Hartford International Growth Fund

 

C

 

April 30, 2001

The Hartford International Growth Fund

 

R3

 

December 15, 2006

The Hartford International Growth Fund

 

R4

 

December 15, 2006

 

 

 

 

 

The Hartford International Opportunities Fund

 

A

 

July 22, 1996

The Hartford International Opportunities Fund

 

B

 

July 22, 1996

The Hartford International Opportunities Fund

 

C

 

July 31, 1998

The Hartford International Opportunities Fund

 

R3

 

December 15, 2006

The Hartford International Opportunities Fund

 

R4

 

December 15, 2006

 

 

 

 

 

The Hartford International Small Company Fund

 

A

 

April 30, 2001

The Hartford International Small Company Fund

 

B

 

April 30, 2001

The Hartford International Small Company Fund

 

C

 

April 30, 2001

The Hartford International Small Company Fund

 

R3

 

May 28, 2010

The Hartford International Small Company Fund

 

R4

 

May 28, 2010

 

 

 

 

 

The Hartford International Value Fund

 

A

 

May 28, 2010

The Hartford International Value Fund

 

C

 

May 28, 2010

The Hartford International Value Fund

 

R3

 

May 28, 2010

The Hartford International Value Fund

 

R4

 

May 28, 2010

 

 

 

 

 

Hartford Long/Short Global Equity Fund

 

A

 

August 29, 2014

Hartford Long/Short Global Equity Fund

 

C

 

August 29, 2014

 

 

 

 

 

The Hartford MidCap Fund

 

A

 

July 22, 1996

The Hartford MidCap Fund

 

B

 

July 22, 1996

The Hartford MidCap Fund

 

C

 

July 31, 1998

The Hartford MidCap Fund

 

R3

 

May 31, 2009

The Hartford MidCap Fund

 

R4

 

May 31, 2009

 

 

 

 

 

The Hartford MidCap Value Fund

 

A

 

April 30, 2001

The Hartford MidCap Value Fund

 

B

 

April 30, 2001

The Hartford MidCap Value Fund

 

C

 

April 30, 2001

The Hartford MidCap Value Fund

 

R3

 

May 28, 2010

The Hartford MidCap Value Fund

 

R4

 

May 28, 2010

 

 

 

 

 

Hartford Moderate Allocation Fund (formerly The Hartford Balanced Allocation Fund)

 

A

 

May 19, 2004

Hartford Moderate Allocation Fund (formerly The Hartford Balanced Allocation Fund)

 

B

 

May 19, 2004

Hartford Moderate Allocation Fund (formerly

 

C

 

May 19, 2004

 



 

SERIES

 

CLASS

 

EFFECTIVE DATE

The Hartford Balanced Allocation Fund)

 

 

 

 

Hartford Moderate Allocation Fund (formerly The Hartford Balanced Allocation Fund)

 

R3

 

December 15, 2006

Hartford Moderate Allocation Fund (formerly The Hartford Balanced Allocation Fund)

 

R4

 

December 15, 2006

 

 

 

 

 

Hartford Multi-Asset Income Fund

 

A

 

April 30, 2014

Hartford Multi-Asset Income Fund

 

C

 

April 30, 2014

Hartford Multi-Asset Income Fund

 

R3

 

April 30, 2014

Hartford Multi-Asset Income Fund

 

R4

 

April 30, 2014

 

 

 

 

 

Hartford Municipal Income Fund

 

A

 

May 29, 2015

Hartford Municipal Income Fund

 

C

 

May 29, 2015

 

 

 

 

 

The Hartford Municipal Opportunities Fund

 

A

 

May 31, 2007

The Hartford Municipal Opportunities Fund

 

B

 

May 31, 2007

The Hartford Municipal Opportunities Fund

 

C

 

May 31, 2007

 

 

 

 

 

Hartford Municipal Short Duration Fund

 

A

 

May 29, 2015

Hartford Municipal Short Duration Fund

 

C

 

May 29, 2015

 

 

 

 

 

The Hartford Quality Bond Fund

 

A

 

November 30, 2012

The Hartford Quality Bond Fund

 

C

 

November 30, 2012

The Hartford Quality Bond Fund

 

R3

 

November 30, 2012

The Hartford Quality Bond Fund

 

R4

 

November 30, 2012

 

 

 

 

 

Hartford Real Total Return Fund

 

A

 

November 29, 2013

Hartford Real Total Return Fund

 

C

 

November 29, 2013

Hartford Real Total Return Fund

 

R3

 

November 29, 2013

Hartford Real Total Return Fund

 

R4

 

November 29, 2013

 

 

 

 

 

The Hartford Short Duration Fund

 

A

 

October 31, 2002

The Hartford Short Duration Fund

 

B

 

October 31, 2002

The Hartford Short Duration Fund

 

C

 

October 31, 2002

The Hartford Short Duration Fund

 

R3

 

September 30, 2011

The Hartford Short Duration Fund

 

R4

 

September 30, 2011

 

 

 

 

 

The Hartford Small Company Fund

 

A

 

July 22, 1996

The Hartford Small Company Fund

 

B

 

July 22, 1996

The Hartford Small Company Fund

 

C

 

July 31, 1998

The Hartford Small Company Fund

 

R3

 

August 2, 2006

The Hartford Small Company Fund

 

R4

 

August 2, 2006

 

 

 

 

 

The Hartford Small/Mid Cap Equity Fund*

 

A

 

January 1, 2005

The Hartford Small/Mid Cap Equity Fund*

 

B

 

January 1, 2005

The Hartford Small/Mid Cap Equity Fund*

 

C

 

January 1, 2005

The Hartford Small/Mid Cap Equity Fund*

 

R3

 

September 30, 2011

The Hartford Small/Mid Cap Equity Fund*

 

R4

 

September 30, 2011

 

 

 

 

 

The Hartford Strategic Income Fund

 

A

 

May 31, 2007

The Hartford Strategic Income Fund

 

B

 

May 31, 2007

The Hartford Strategic Income Fund

 

C

 

May 31, 2007

 



 

SERIES

 

CLASS

 

EFFECTIVE DATE

The Hartford Strategic Income Fund

 

R3

 

September 30, 2011

The Hartford Strategic Income Fund

 

R4

 

September 30, 2011

 

 

 

 

 

The Hartford Total Return Bond Fund

 

A

 

July 22, 1996

The Hartford Total Return Bond Fund

 

B

 

July 22, 1996

The Hartford Total Return Bond Fund

 

C

 

July 31, 1999

The Hartford Total Return Bond Fund

 

R3

 

December 15, 2006

The Hartford Total Return Bond Fund

 

R4

 

December 15, 2006

 

 

 

 

 

The Hartford Unconstrained Bond Fund

 

A

 

October 31, 2002

The Hartford Unconstrained Bond Fund

 

B

 

October 31, 2002

The Hartford Unconstrained Bond Fund

 

C

 

October 31, 2002

The Hartford Unconstrained Bond Fund

 

R3

 

September 30, 2011

The Hartford Unconstrained Bond Fund

 

R4

 

September 30, 2011

 

 

 

 

 

The Hartford World Bond Fund

 

A

 

May 31, 2011

The Hartford World Bond Fund

 

B

 

May 31, 2011

The Hartford World Bond Fund

 

C

 

May 31, 2011

The Hartford World Bond Fund

 

R3

 

May 31, 2011

The Hartford World Bond Fund

 

R4

 

May 31, 2011

 


* Fund to be renamed Hartford Small Cap Core Fund effective July 10, 2015

 

ARTICLE II. DISTRIBUTION AND SERVICE EXPENSES

 

Each Fund shall pay to the Distributor a fee in the amount specified in Article III hereof. Such fee may be spent by the Distributor on any activities or expenses primarily intended to result in the sale of the applicable Class of shares of the Funds, including, but not limited to the payment of Distribution Expenses (as defined below) and Service Expenses (as defined below). Distribution Expenses include, but are not limited to, (a) payment of initial and ongoing commissions and other payments to brokers, dealers, financial institutions or others who sell each Fund’s shares; (b) compensation to employees of the Distributor; (c) compensation to and expenses, including overhead such as communications and telephone, training, supplies, photocopying and similar types of expenses, of the Distributor incurred in the printing and mailing or other dissemination of all prospectuses and statements of additional information; (d) the costs of preparation, printing and mailing of reports used for sales literature and related expenses, advertisements and other distribution-related expenses (including personnel of the Distributor).

 

Service Expenses shall mean fees for activities covered by the definition of “service fee” contained in Article III, Section 26(b) of the Rules of Fair Practice of the National Association of Securities Dealers, Inc., which provides that service fees shall mean payments by an investment company for personal service and/or the maintenance of shareholder accounts.

 

ARTICLE III. MAXIMUM EXPENDITURES

 

CLASS A SHARES

 

The expenditures to be made by each Fund pursuant to this Plan, and the basis upon which such expenditures will be made, shall be determined by each Fund, and in no event shall such expenditures exceed 0.25% of the average daily net asset value of the Class A shares of any Fund (determined in accordance with each Fund’s prospectus as from time to time in effect) on an annual basis to cover Distribution Expenses and Service Expenses. Up to 0.25% may be used to cover Service Expenses. All such expenditures shall be calculated and accrued daily and paid monthly or at such other intervals as the

 



 

Board of Directors shall determine.

 

CLASS B AND C SHARES

 

The expenditures to be made by each Fund pursuant to this Plan, and the basis upon which such expenditures will be made, shall be determined by each Fund, and in no event shall such expenditures exceed 1.00% of the average daily net asset value of the Class B shares or Class C shares, as applicable, of any Fund (determined in accordance with each Fund’s prospectus as from time to time in effect) on an annual basis to cover Distribution Expenses and Service Expenses. Up to 0.25% may be used to cover Service Expenses. All such expenditures shall be calculated and accrued daily and paid monthly or at such other intervals as the Board of Directors shall determine.

 

CLASS R3 AND R4

 

The expenditures to be made by each Fund pursuant to this Plan, and the basis upon which such expenditures will be made, shall be determined by each Fund, and in no event shall such expenditures exceed 0.50% and 0.25%, respectively, of the average daily net asset value of the Class R3 shares and Class R4 shares of any Fund (determined in accordance with each Fund’s prospectus as from time to time in effect) on an annual basis to cover Distribution Expenses and Service Expenses.  Up to 0.25% may be used to cover Service Expenses. All such expenditures shall be calculated and accrued daily and paid monthly or at such other intervals as the Board of Directors shall determine.

 

ARTICLE IV. EXPENSES BORNE BY THE FUNDS

 

Notwithstanding any other provision of this Plan, the Company, each Fund and its administrator, may bear the respective expenses to be borne by them under any administrative services agreement, as from time to time in effect under the Company’s current prospectus. Except as otherwise contemplated by this Plan, the Company, and each Fund shall not, directly or indirectly, engage in financing any activity which is primarily intended to or should reasonably result in the sale of shares of any Fund.

 

It is recognized that the costs of distributing Fund’s shares may exceed the sum of all sales charges collected on sales of Fund shares. In view of this, if and to the extent that any investment management and administration fees paid by a fund might be considered as indirectly financing any activity which is primarily intended to result in the sale of the Fund’s shares, the payment by that Fund of such fees hereby is authorized under this Plan.

 

ARTICLE V. APPROVAL BY BOARD OF DIRECTORS, SHAREHOLDERS

 

This Plan shall not be effective with respect to any class of shares of a Fund unless: (a) this Plan has been approved by the vote of the majority of the outstanding voting shares of such class, if this Plan is adopted for such class after any public offering of the shares of such class or the sale of shares of such class to persons who are not affiliated persons of the Company, affiliated persons of such person, a promoter of the Company, or affiliated persons of such promoters; and (b) this Plan, together with any related agreements, has been approved for such class, by votes cast in person at a meeting called for the purpose of voting on this Plan and any such related agreements, of a majority of both (i) the Directors of the Company and (ii) those directors who are not “interested persons” of the Company and have no direct or indirect financial interest in the operation of this Plan or any agreements related to it (the “Independent Directors”).

 

ARTICLE VI. CONTINUANCE

 

This Plan and any related agreement shall continue in effect with respect to each Fund from year to year provided such continuance is specifically approved at least annually in the manner provided for in Article V, clause (b).

 



 

ARTICLE VII. INFORMATION

 

The Distributor shall provide the Board of Directors and the Board of Directors, and, in particular, the Independent Directors, shall review, in the exercise of their fiduciary duties, at least quarterly, a written report of the amounts expended with respect to the Class A, B, C, R3 and R4 shares of each Fund by the Distributor under this Plan and the Principal Underwriting Agreement and the purposes for which such expenditures were made.

 

ARTICLE VIII. TERMINATION

 

This Plan may be terminated with respect to any class of shares of a Fund (a) at any time by vote of a majority of the Independent Directors, or a majority of the applicable Fund’s outstanding voting Class A, B, C, R3 or R4 shares, as applicable, or (b) by the Distributor on 60 days’ notice in writing to the applicable Fund(s).

 

Termination or discontinuance of the Plan with respect to one Fund shall not affect the continued effectiveness of this Plan with respect to the shares or classes of any other Fund.

 

ARTICLE IX. AGREEMENTS

 

Each agreement with any person relating to implementation of this Plan shall be in writing, and each agreement related to this Plan shall provide:

 

(a) That, with respect to each Fund, such agreement may be terminated at any time, without payment of any penalty, by vote of a majority of the Independent Directors or by vote of a majority of the Fund’s then outstanding voting Class A, B, C, R3 or R4 shares, as applicable.

 

(b) That such agreement shall terminate automatically in the event of its assignment.

 

ARTICLE X. AMENDMENTS

 

This Plan may not be amended to increase materially the maximum amount of the fees payable by any Fund hereunder without the approval of a majority of the outstanding voting Class A, B, C, R3 or R4 shares, as applicable, of the applicable Fund. No material amendment to the Plan shall, in any event, be effective unless it is approved by the Board of Directors in the same manner as is provided for in Article V.

 

ARTICLE XI. PRESERVATION OF DOCUMENTS

 

The Company shall preserve copies of this Plan (including any amendments thereto) and any related agreements and all reports made to the Board for a period of not less than six years from the date of this Plan, the first two years in an easily accessible place.

 

ARTICLE XII. LIMITATION OF LIABILITY

 

No Fund of the Company shall be responsible for the obligations of any other Fund of the Company.

 

ARTICLE XIII. SELECTION OF DIRECTORS

 

While this Plan is in effect, the selection and nomination of Directors who are not interested persons of the Company shall be committed to the discretion of the Board of Directors who are not interested persons of the Company.

 

ARTICLE XIV. DEFINED TERMS

 

As used in this Plan, the terms “majority of the outstanding voting shares” shall have the same meaning as the phrase “majority of the outstanding voting securities” has in the Act, and the phrases “interested person” and “assignment” shall have the same meaning as those phrases have in the Act.

 



 

Last Approved: August 6, 2014

Amended: May 29, 2015 to add Hartford Municipal Income Fund and Hartford Municipal Short Duration Fund

 


EX-99.B.N. 10 a15-10967_1ex99dbdnd.htm EX-99.B.N.

 

THE HARTFORD MUTUAL FUNDS, INC.

on behalf of its series listed on Schedule A

 

Multiple Class Plan Pursuant to Rule 18f-3

 

July 22, 1996

as amended and restated

December 31, 1997, July 31, 1998,

August 1, 2002, August 5, 2003, May 26, 2004, December 31, 2004,

April 29, 2005, May 10, 2006, August 2, 2006, November 30, 2006,

May 31, 2007, November 30, 2007, March 1, 2008,

August 7, 2013, November 29, 2013, February 28, 2014, April 30, 2014, August 29, 2014,

November 7, 2014 and May 29, 2015

 

Each class of shares of the funds listed on Schedule A (each a “Fund” and collectively, the “Funds”), each a series of The Hartford Mutual Funds, Inc. (the “Company”), will have the same relative rights and privileges and be subject to the same sales charges, fees and expenses, except as set forth below. The Board of Directors of the Company (the “Board of Directors”) may determine in the future that other distribution arrangements, allocations of expenses (whether ordinary or extraordinary) or services to be provided to a class of shares are appropriate and amend this Plan accordingly without the approval of shareholders of any class. Except as set forth in a Fund’s prospectus, shares may be exchanged only for shares of the same class of another Fund in the Company or shares of the same class of a series of The Hartford Mutual Funds II, Inc.

 

ARTICLE I

Class A Shares

 

Class A Shares are sold at net asset value and subject to the initial sales charge schedule or contingent deferred sales charge and minimum purchase requirements as set forth in the Fund’s prospectus. Class A Shares are subject to distribution/service fees calculated as a stated percentage of the net assets attributable to Class A shares under the Company’s Amended and Restated Distribution Plan (the “Distribution Plan”) as set forth in such Distribution Plan. The Class A shareholders of a Fund have exclusive voting rights, if any, with respect to the Company’s Distribution Plan as it applies to each Fund. Transfer agency fees, expenses related to transfer agency activities and state and federal registration fees applicable to Class A shares are allocated to Class A Shares. Class A Shares shall be entitled to the shareholder services set forth from time to time in the Fund’s prospectus and/or Statement of Additional Information with respect to Class A Shares.

 

ARTICLE II

CLASS B SHARES

 

Class B Shares are sold at net asset value per share without the imposition of an initial sales charge. However, Class B shares redeemed within a specified number of years of purchase will be subject to a contingent deferred sales charge as set forth in the Fund’s prospectus, unless a waiver described in the prospectus is applicable. Class B Shares are sold subject to the minimum purchase requirements set forth in the Fund’s prospectus. Class B Shares are sold subject to distribution/service fees calculated as a stated percentage of the net assets attributable to Class B Shares under the Company’s Distribution Plan as set forth in such Distribution Plan. The Class B shareholders of a Fund have exclusive voting rights, if any, with respect to the Company’s Distribution Plan as it applies to each Fund. Transfer agency fees, expenses related to transfer agency activities and state and federal registration fees applicable to Class B shares are allocated to Class B Shares. Class B Shares shall be entitled to the shareholder services set

 



 

forth from time to time in the Fund’s prospectus and/or Statement of Additional Information with respect to Class B Shares.

 

Redemption requests placed by shareholders who own both Class A and Class B Shares of the Fund will be satisfied first by redeeming the shareholder’s Class A Shares, unless the shareholder has made a specific election to redeem Class B Shares.

 

Class B Shares will automatically convert to Class A Shares of the respective Fund at the end of a specified number of years after the initial purchase date of Class B shares, except as provided in the Fund’s prospectus. Such conversion will occur at the relative net asset value per share of each class without the imposition of any sales charge, fee or other charge.

 

Class B Shares purchased through the reinvestment of dividends and other distributions paid on those shares are, for purposes of conversion, considered to be held in a separate sub-account. Each time any Class B Shares convert to Class A, a proportionate number of shares of the same class in the sub-account converts to Class A.

 

ARTICLE III

Class C Shares

 

Class C Shares are sold at net asset value plus an initial sales charge as set forth in the Fund’s prospectus. Class C shares redeemed within one year of purchase will be subject to a contingent deferred sales charge as set forth in the Fund’s prospectus, unless a waiver described in the prospectus is applicable. Class C Shares are sold subject to the minimum purchase requirements set forth in the Fund’s prospectus. Class C Shares are sold subject to distribution/service fees calculated as a stated percentage of the net assets attributable to Class C Shares under the Company’s Distribution Plan as set forth in such Distribution Plan. The Class C shareholders of a Fund have exclusive voting rights, if any, with respect to the Company’s Distribution Plan as it applies to each Fund. Transfer agency fees, expenses related to transfer agency activities and state and federal registration fees applicable to Class C shares are allocated to Class C Shares. Class C Shares shall be entitled to the shareholder services set forth from time to time in the Fund’s prospectus and/or Statement of Additional Information with respect to Class C Shares.

 

Redemption requests placed by shareholders who own more than one class of shares will be given the priority set forth in the Fund’s prospectus.

 

Class C Shares are not convertible into any other class of shares.

 

ARTICLE IV

Class I Shares

 

Class I Shares are sold at net asset value per share without the imposition of an initial sales charge. Class I Shares are sold subject to the minimum purchase requirements set forth in the Fund’s prospectus. Class I Shares are not sold subject to distribution/service fees. Transfer agency fees, expenses related to transfer agency activities and state and federal registration fees applicable to Class I shares are allocated to Class I Shares. Class I Shares shall be entitled to the shareholder services set forth from time to time in the Fund’s prospectus and/or Statement of Additional Information with respect to Class I Shares.

 



 

ARTICLE V

Class R3 Shares

 

Class R3 shares are sold at net asset value without the imposition of an initial sales charge. However, Class R3 shares redeemed within a specified period from purchase will be subject to a contingent deferred sales charge as set forth in the Fund’s prospectus, unless a waiver described in the prospectus is applicable. Class R3 Shares are sold subject to the minimum purchase requirements set forth in the Fund’s prospectus. Class R3 Shares are sold subject to distribution/service fees calculated as a stated percentage of the net assets attributable to Class R3 Shares under the Company’s Distribution Plan as set forth in such Distribution Plan. The Class R3 shareholders of a Fund have exclusive voting rights, if any, with respect to the Company’s Distribution Plan as it applies to each fund. Transfer agency fees, expenses related to transfer agency activities and state and federal registration fees applicable to Class R3 shares are allocated to Class R3 Shares. Class R3 Shares shall be entitled to the shareholder services set forth from time to time in the Fund’s prospectus and/or Statement of Additional Information with respect to Class R3 Shares.

 

Class R3 Shares are not convertible into any other class of shares.

 

ARTICLE VI

Class R4 Shares

 

Class R4 shares are sold at net asset value without the imposition of an initial sales charge. However, Class R4 shares redeemed within a specified period from purchase will be subject to a contingent deferred sales charge as set forth in the Fund’s prospectus, unless a waiver described in the prospectus is applicable. Class R4 Shares are sold subject to the minimum purchase requirements set forth in the Fund’s prospectus. Class R4 Shares are sold subject to distribution/service fees calculated as a stated percentage of the net assets attributable to Class R4 Shares under the Company’s Distribution Plan as set forth in such Distribution Plan. The Class R4 shareholders of a Fund have exclusive voting rights, if any, with respect to the Company’s Distribution Plan as it applies to each fund. Transfer agency fees, expenses related to transfer agency activities and state and federal registration fees applicable to Class R4 shares are allocated to Class R4 Shares. Class R4 Shares shall be entitled to the shareholder services set forth from time to time in the Fund’s prospectus and/or Statement of Additional Information with respect to Class R4 Shares.

 

Class R4 Shares are not convertible into any other class of shares.

 

ARTICLE VII

Class R5 Shares

 

Class R5 shares are sold at net asset value without the imposition of an initial sales charge. However, Class R5 shares redeemed within a specified period from purchase will be subject to a contingent deferred sales charge as set forth in the Fund’s prospectus, unless a waiver described in the prospectus is applicable. Class R5 Shares are sold subject to the minimum purchase requirements set forth in the Fund’s prospectus. Class R5 Shares are not sold subject to distribution/service fees. Transfer agency fees, expenses related to transfer agency activities and state and federal registration fees applicable to Class R5 shares are allocated to Class R5 Shares. Class R5 Shares shall be entitled to the shareholder services set forth from time to time in the Fund’s prospectus and/or Statement of Additional Information with respect to Class R5 Shares.

 

Class R5 Shares are not convertible into any other class of shares.

 



 

ARTICLE VIII

Class R6 Shares

 

Class R6 Shares are sold at net asset value without the imposition of an initial sales charge. Class R6 Shares are sold subject to the minimum purchase requirements set forth in the Fund’s prospectus. Class R6 Shares are not sold subject to distribution/service fees. Transfer agency fees, expenses related to transfer agency activities and state and federal registration fees applicable to Class R6 shares are allocated to Class R6 Shares. Class R6 Shares shall be entitled to the shareholder services set forth from time to time in the Fund’s prospectus and/or Statement of Additional Information with respect to Class R6 Shares.

 

Class R6 Shares are not convertible into any other class of shares.

 

ARTICLE IX

Class Y Shares

 

Class Y Shares are sold at net asset value per share without the imposition of an initial sales charge. Transfer agency fees, expenses related to transfer agency activities and state and federal registration fees applicable to Class Y shares are allocated to Class Y Shares.

 

ARTICLE X

ALLOCATION OF EXPENSES

 

Expenses shall be allocated among classes in a manner that is fair and equitable. Expenses relating to a Fund generally will be allocated among each class based upon the relative net assets of each such class. Expenses relating only to a particular class shall be allocated to that class.

 

ARTICLE XI

APPROVAL BY BOARD OF DIRECTORS

 

This Plan shall not take effect until it has been approved by the vote of a majority (or whatever greater or lesser percentage may, from time to time, be required under Rule 18f-3 under the Investment Company Act of 1940, as amended (the “Act”)) of (a) all of the Directors of the Company, on behalf of the Fund, and (b) those of the Directors who are not “interested persons” of the Company, as such term may be from time to time defined under the Act.

 

ARTICLE XII

SEVERABILITY

 

This Plan is severable as to each Fund. The Board of Directors may amend this Plan on behalf of one or more Funds, in which case a new Plan would be adopted in respect of any such Fund. In such event, this Plan would remain in full force and effect as to all other Funds.

 

ARTICLE XIII

AMENDMENTS

 

No material amendment to the Plan shall be effective unless the Board of Directors approves it in the same manner as is provided for approval of this Plan in Article XI.

 



 

SCHEDULE A

 

The Hartford Balanced Fund

The Hartford Balanced Income Fund

The Hartford Capital Appreciation Fund

The Hartford Checks and Balances Fund

The Hartford Conservative Allocation Fund

Hartford Core Equity Fund (formerly known as The Hartford Disciplined Equity Fund)

The Hartford Dividend and Growth Fund

Hartford Duration-Hedged Strategic Income Fund

The Hartford Emerging Markets Local Debt Fund

Hartford Emerging Markets Equity Fund (formerly known as The Hartford Emerging Markets Research Fund)

The Hartford Equity Income Fund

The Hartford Floating Rate Fund

The Hartford Floating Rate High Income Fund

The Hartford Global All-Asset Fund

The Hartford Global Alpha Fund

Hartford Global Capital Appreciation Fund (formerly known as The Hartford Capital Appreciation II Fund)

Hartford Global Equity Income Fund (formerly known as The Hartford Global Research Fund)

The Hartford Global Real Asset Fund

The Hartford Growth Allocation Fund

The Hartford Healthcare Fund

The Hartford High Yield Fund

The Hartford Inflation Plus Fund

Hartford International Capital Appreciation Fund (formerly known as The Hartford Diversified International Fund)

The Hartford International Growth Fund

The Hartford International Opportunities Fund

The Hartford International Small Company Fund

The Hartford International Value Fund

Hartford Long/Short Global Equity Fund

The Hartford MidCap Fund

The Hartford MidCap Value Fund

Hartford Moderate Allocation Fund (formerly known as The Hartford Balanced Allocation Fund)

Hartford Multi-Asset Income Fund

Hartford Municipal Income Fund

The Hartford Municipal Opportunities Fund

Hartford Municipal Short Duration Fund

The Hartford Quality Bond Fund

Hartford Real Total Return Fund

The Hartford Short Duration Fund

The Hartford Small Company Fund

The Hartford Small/Mid Cap Equity Fund*

The Hartford Strategic Income Fund

The Hartford Total Return Bond Fund

The Hartford Unconstrained Bond Fund

The Hartford World Bond Fund

 


* Fund to be renamed Hartford Small Cap Core Fund effective July 10, 2015

 


EX-99.B.P.(I) 11 a15-10967_1ex99dbdpdi.htm EX-99.B.P.(I)

 

CODE OF ETHICS AND INSIDER TRADING POLICY

 

The Hartford Mutual Funds, Inc.

The Hartford Mutual Funds II, Inc.

The Hartford Alternative Strategies Fund

Hartford Series Fund, Inc.

Hartford HLS Series Fund II, Inc.

 (each of the above is referred to as a “Fund,” together, the “Funds”)

Hartford Funds Management Company, LLC (“HFMC” or the “Adviser,”)

Hartford Funds Distributors, LLC (“HFD”)(1)

 

Effective — May 5, 2015

 

This Code of Ethics and Insider Trading Policy (“Code”) is adopted in compliance with the requirements of U.S. securities laws applicable to registered investment advisers and registered investment companies.  Registered investment advisers are required by Rule 204A-1 under the Investment Advisers Act of 1940, as amended (“Advisers Act”), to adopt a code of ethics which, among other things, sets forth the standards of business conduct required of their supervised persons and requires those supervised persons to comply with the Federal Securities Laws.  Similarly, each registered investment company and its adviser and principal underwriter must adopt a code of ethics pursuant to Rule 17j-1 under the Investment Company Act of 1940, as amended (“1940 Act”).  In conformity with these rules, this Code is adopted by the above-listed entities (collectively referred to as “Hartford Entities”).

 

1.                                      Standards of Business Conduct

 

The nature of our business is such that all directors, officers and employees of the Funds and the Adviser have a fiduciary duty to the Funds’ shareholders and our other investment advisory clients.  Accordingly, each of us is under an affirmative duty to place the interests of the Funds’ shareholders and our other investment advisory clients first, ahead of our own personal financial interests.  We further must avoid any conflicts of interest between our personal securities investments and those of our clients, and take appropriate steps to ensure that investment personnel do not take inappropriate advantage of their positions of trust.

 

In order to ensure that we fulfill these duties, all personal securities transactions of persons identified as being subject to this Code of Ethics must be conducted in accordance with the requirements stated herein.

 

Access Persons and Supervised Persons of Hartford Entities must not:

 

·                  employ any device, scheme or artifice to defraud its clients (“Clients”);

 

·                  make to a Client any untrue statement of a material fact or omit to state to a Client a

 


(1)                                 HFD acts as the Funds’ principal underwriter and, as such, is covered by this Code in that capacity.  The requirements of this Code take into account HFD’s role as underwriter.

 



 

material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading;

 

·                  engage in any act, practice, or course of business which operates or would operate as a fraud or deceit upon a Client;

 

·                  engage in any manipulative practice with respect to a Client;

 

·                  use their positions, or any investment opportunities presented by virtue of their positions, to their personal advantage or to the detriment of a Client; or

 

·                  conduct personal trading activities in contravention of this Code or applicable legal principles or in such a manner as may be inconsistent with the fiduciary duties owed to Clients.

 

To assure compliance with these restrictions and the Federal Securities Laws, as defined in this Code, we have adopted, and agreed to be governed by, the provisions of this Code in addition to the procedures contained in applicable compliance manuals.(2)  However, Access Persons and Supervised Persons are expected to comply not merely with the “letter of the law”, but with the spirit of the laws, this Code and applicable compliance manuals.  The requirements stated in this Code are in addition to the obligations that officers and employees of the Funds and the Adviser have to comply with the Code of Ethics and Business Conduct of The Hartford Financial Services Group, Inc. and the Adviser’s policy regarding the receipt and use of material non-public inside information.

 

Should you have any doubt as to how or whether this Code applies to you, you should contact the Chief Compliance Officer, as defined below.

 

2.                                      Definitions

 

As used in the Code, the following terms have the following meanings:

 

A.                                    Access Persons include: (1) any director, trustee, officer or general partner of a Fund; (2) any director, trustee, officer or general partner of the Adviser who in connection with his or her regular functions or duties, makes, participates in, or obtains information regarding the purchase or sale of Reportable Securities by the Fund or nonpublic information about the portfolio holdings of a Fund, or whose functions relate to the making of any recommendations with respect to such purchases or sales; (3) any employee of a Fund or Adviser (or of any company in a control relationship to the Fund or Adviser) or any director, trustee, officer or general partner of any company in a control relationship to the Fund or Adviser who in connection with his or her regular functions or duties, makes, participates in, or obtains information regarding the purchase or sale of Reportable Securities by the Fund, or whose functions relate to the making of

 


(2)         Applicable compliance manuals include the Adviser’s policies and procedures adopted pursuant to Advisers Act Rule 206(4)-7 and the Funds’ policies and procedures adopted pursuant to 1940 Act Rule 38a-1, as they may exist from time to time.  Whether or not listed, Access Persons and Supervised Persons are required to comply with all relevant compliance procedures.

 

2



 

any recommendations with respect to such purchases or sales; (4) any Supervised Person of the Adviser who (a) has access to nonpublic information regarding any Clients’ purchase or sale of securities, or portfolio holdings of any Reportable Fund; (b) has access to nonpublic information regarding a Reportable Fund or (c) is involved in making securities recommendations to Clients or has access to such recommendations that are nonpublic; (5) any natural person in a control relationship to a Fund or Adviser who obtains information concerning recommendations made to the Fund with regard to the purchase or sale of securities by the Fund; and (6) any other person who the CCO determines to be an Access Person.(3)

 

B.                                    Automatic Investment Plan means any program in which regular periodic purchases (or withdrawals) are made automatically in (or from) investment accounts in accordance with a predetermined schedule and allocation, including, but not limited to, payroll deduction services and any dividend reinvestment plan (DRIP).

 

C.                                    Beneficial Ownership generally means having a direct or indirect pecuniary interest in a security and is legally defined to be beneficial ownership as used in Rule 16a-1(a)(2) under Section 16 of the Securities Exchange Act of 1934, as amended (“Exchange Act”).

 

D.                                    Chief Compliance Officer or CCO means the Chief Compliance Officer of the applicable Hartford Entity or the CCO’s designee, as applicable.

 

E.                                    Federal Securities Laws means: (1) the Securities Act of 1933, as amended (“Securities Act”); (2) the Exchange Act; (3) the Sarbanes-Oxley Act of 2002; (4) ) the 1940 Act, (5) the Advisers Act; (6) title V of the Gramm-Leach-Bliley Act; (7) any rules adopted by the SEC under the foregoing statutes; (8) the Bank Secrecy Act, as it applies to funds and investment advisers; and (9) any rules adopted under relevant provisions of the Bank Secrecy Act by the SEC or the Department of the Treasury.

 

F.                                     Independent Director means a director of a Fund who is not an “interested person” of a Fund within the meaning of 1940 Act Section 2(a)(19).

 

G.                                   Initial Public Offering or IPO means an offering of securities registered under the Securities Act, the issuer of which, immediately before the registration, was not subject to the reporting requirements of Exchange Act Sections 13 or 15(d).

 

H.                                   Investment Person, as used in Section 3.E below, means (1) any employee of the Adviser (or of any company in a control relationship to the Adviser), who, in connection with his or her regular functions or duties, makes or participates in making recommendations regarding the purchase or sale of securities by a Fund

 


(3)         The CCO will inform all Access Persons of their status as such and will maintain a list of Access Persons and Supervised Persons.

 

3



 

or client account; and (2) any natural person who controls any Fund, client account or Adviser and who obtains information concerning recommendations made to the Fund or client account regarding the purchase or sale of securities for the Fund or client account.  The term Investment Person includes analysts and traders of the Adviser who take part in the process of making decisions about investments for Funds or client accounts.  An Investment Person is a type of Access Person.

 

I.                                        Limited Offering means an offering that is exempt from registration under Securities Act Sections 4(2) or 4(6) or pursuant to Securities Act Rules 504, 505 or 506.  For greater clarity, Limited Offerings of securities issued by a fund or any private collective investment vehicle or unregistered hedge fund advised by the Adviser are included within the term “Limited Offering”.

 

J.                                      Non-Management Interested Director means an “interested person” of the Funds within the meaning of 1940 Act Section 2(a)(19) who: serves as a director of a Fund; is not an officer or employee of a Fund, the Adviser or an affiliate of the Adviser; and does not provide any services to the Funds, the Adviser or any affiliate of the Adviser other than as a director of the Funds.

 

K.                                   Purchase or Sale of a Security includes, among other things, the writing of an option to purchase or sell a security.

 

L.                                    Reportable Fund means: (1) any registered investment company advised by the Adviser; or (2) any registered investment company whose investment adviser or principal underwriter controls, is controlled by or is under common control with any Hartford Entity.

 

M.                                 Reportable Security means any security as defined in Advisers Act Section 202(a)(18) and 1940 Act Section 2(a)(36) except: (1) direct obligations of the Government of the United States; (2) bankers’ acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements; (3) shares issued by money market funds; (4) shares issued by open-end funds other than Reportable Funds (but not including shares of exchange-traded funds); and (5) shares issued by unit investment trusts that are invested exclusively in one or more open-end funds, none of which are Reportable Funds.  For purposes of this Code, the term Reportable Security, which provides a narrower exemption than the term “Covered Security”,(4) is used for compliance with both Rule 204A-1 and Rule 17j-1, except as otherwise noted.

 


(4)                                 Covered Security under Rule 17j-1 means any security as defined in 1940 Act Section 2(a)(36) except (i) direct obligations of the Government of the United States; (ii) bankers’ acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements; and (iii) shares issued by open-end registered investment companies.

 

4



 

N.                                    Security Held or to be Acquired means any Reportable Security which, within the most recent 15 days, (1) is or has been held by a Client, or (2) is being or has been considered by a Client or the Adviser for purchase by a Client.  This definition includes any option to purchase or sell, and any security convertible into or exchangeable for, a Reportable Security.

 

O.                                   Supervised Person of the Adviser means any partner, officer, director, or employee of the Adviser; and any other person who provides investment advice on behalf of the Adviser and is subject to the supervision and control of the Adviser.  Contractors and consultants may, in certain circumstances, be deemed to be Supervised Persons.

 

3.                                      Substantive Restrictions

 

A.                                    IPO and Limited Offering Restrictions.  Access Persons may not acquire any securities issued as part of an IPO or a Limited Offering, absent prior approval by the CCO or the CCO’s designee in the form attached as Exhibit A or another form acceptable to the CCO, as described in Section 4, below.  An Access Person who has been authorized to acquire interests in such securities must disclose their interests if involved in considering an investment in such securities for a Client.  Any decision to acquire the issuer’s securities on behalf of a Client shall be subject to review by Access Persons with no personal interest in the issuer.  This section does not apply to any Independent Director or any Non-Management Interested Director.

 

B.                                    Gift Policy.  Access Persons may not accept gifts or other items beyond those courtesies deemed to be customary, reasonable and proper under the particular business circumstances from any person or entity that does business with a Client.  Acceptance of all gifts by Supervised Persons must be in accordance with the Code of Ethics and Business Conduct of The Hartford Financial Services Group, Inc.

 

C.                                    Transactions in Mutual Funds.  When making purchases or sales of open-end funds, including Reportable Funds, Access Persons are reminded that “market timing” a Fund violates our policies and that “front-running” Client transactions or trading in Reportable Funds on the basis of material, nonpublic inside or confidential information violates this Code, as described in Section 5 below, as well as other securities laws and, if proven, is punishable by fines and other penalties.  Additionally, purchases and sales of Reportable Funds are subject to the Reporting Requirements set forth in Section 4.C., below.

 

D.                                    Conflicts of Interest.  Access Persons must provide disinterested advice and any relevant potential personal or business conflicts of interest must be disclosed to the CCO and, where appropriate, information barriers may be utilized to avoid potential conflicts of interest.  Access Persons may not engage in any activity which might reflect poorly upon themselves or us or which would impair their ability to discharge their duties with respect to us and our Clients.  Independent

 

5



 

Directors and Non-Management Interested Directors are subject to their overall fiduciary duties as Fund directors.

 

E.                                    Short Swing Profits.  Investment Persons may not profit from the purchase and sale, or sale and purchase of a Reportable Security for his or her account within 60 calendar days without a written exemption from the CCO.  Equity securities with a market capitalization of at least $5 billion are not subject to this restriction.

 

F.                                     Fair Treatment.  Access Persons must avoid taking any action which would favor one Client or group of Clients over another in violation of our fiduciary duties and applicable law.  Access Persons must comply with relevant provisions of our compliance manuals designed to detect, prevent or mitigate such conflicts.  Independent Directors and Non-Management Interested Directors are subject to their overall fiduciary duties as Fund directors.

 

G.                                   Service as Outside Director.  An Access Person may not serve on the board of directors of a company unless such service is approved in accordance with the Code of Ethics and Business Conduct of The Hartford Financial Services Group, Inc.  Any Access Person whose service on a board of directors is so approved must also be approved by the Fund’s CCO.  In the event such a request is approved, information barriers may be utilized to avoid potential conflicts of interest.  This restriction shall not apply to any Independent Director or any Non-Management Interested Director.

 

H.                                   Forfeitures.  Any profits derived from securities transactions in violation of paragraphs A, B, C, D or F, above, shall be forfeited and may be paid to one or more Clients for the benefit of the Client(s) or, if the Client is a Reportable Fund, its shareholders, if such a payment is determined by the CCO (or, in the case of a Reportable Fund, the Reportable Fund’s Board of Directors) to be appropriate under the circumstances, or to a charity determined by the CCO or the Board of Directors, as applicable.  Gifts accepted in violation of paragraph C shall be forfeited, if practicable, and/or dealt with in any manner determined appropriate and in the best interests of our Clients.

 

I.                                        Reporting Violations.  Any Access Person or Supervised Person who believes that a violation of this Code has taken place must promptly report that violation to the CCO or to the CCO’s designee.  To the extent that such reports are provided to a designee, the designee shall provide periodic updates to the CCO with respect to violations reported.  Access Persons and Supervised Persons may make these reports anonymously and no adverse action shall be taken against any such person making such a report in good faith.

 

J.                                      Waivers.  The CCO may grant waivers of any substantive restriction in appropriate circumstances (e.g., personal hardship) and will maintain records necessary to justify such waivers.

 

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4.                                      Pre-clearance and Reporting Procedures

 

A.                                    Pre-clearance of IPOs and Limited Offerings.  Each Access Person shall obtain prior written approval from the CCO in the form attached as Exhibit A or another form acceptable to the CCO for all purchases in IPOs and Limited Offerings.  Any such approval will take into account, among other factors, whether the investment opportunity should be reserved for a Client and whether the opportunity is being offered to such person because of his or her position with a Hartford Entity.

 

B.                                    Pre-clearance Exceptions.  Pre-clearance requirements do not apply to:  purchases or sales effected in any account over which the Access Person has no direct or indirect influence or control; purchases or sales which are non-volitional on the part of the Access Person; any Independent Director; and any Non-Management Interested Director.  Access Persons should consult the CCO if there are any questions about whether either of the exemptions listed above applies to a given transaction.

 

C.                                    Required Reports.

 

(1)                                 Initial and Annual Holdings Reports.  Each Access Person must submit to the CCO or designee a report in the form attached as Exhibit B or another form acceptable to the CCO: (i) not later than ten (10) days after becoming an Access Person, reflecting the Access Person’s holdings as of a date not more than 45 days prior to becoming an Access Person; and (ii) annually, on a date selected by the CCO, as of a date not more than 45 days prior to the date the report was submitted.

 

Access Persons must disclose all personal securities accounts to the CCO and provide duplicate account statements and confirmations for all such personal securities accounts or other acceptable forms of electronic records to the CCO.  Access Persons are not required to provide duplicate account statements and confirmations for personal securities accounts over which the Access Person had no direct or indirect influence or control.

 

In addition to the above, Initial and Annual Holdings reports must contain the following information:

 

(a)         the title and type of security and as applicable, the exchange ticker symbol or CUSIP number, number of shares, and principal amount of each Reportable Security in which the Access Person has any direct or indirect Beneficial Ownership;

 

(b)         the name of any broker, dealer or bank with which the Access Person maintains an account in which any securities are held for the Access Person’s direct or indirect benefit as of the date the Access Person became an Access Person.  (Note that this requirement applies to accounts which hold only non-Reportable

 

7



 

Securities); and

 

(c)          the date the Access Person submits the report.

 

Account statements or other acceptable forms of electronic records containing all required information may be substituted for the Holdings Report Form if submitted timely.  To the extent that an account statement or confirmation lacks some of the information otherwise required to be reported, you may submit a holdings report containing the missing information as a supplement to the statement or confirmation.

 

(2)                                 Quarterly Reports.  Within 30 days after the end of each calendar quarter, each Access Person must submit a report or other acceptable electronic records to the CCO covering all transactions in Reportable Securities in the form attached as Exhibit C or another form acceptable to the CCO.  Access Persons must submit a report each quarter, even if no reportable transaction occurred during that quarter.  If no reportable transactions occurred, the Access Person should indicate this fact in the form.

 

Transactions reports must contain the following information:

 

(a)         the date of the transaction, the title and as applicable, the exchange ticker symbol or CUSIP number, interest rate and maturity date, number of shares, and principal amount of each Reportable Security involved;

 

(b)         the nature of the transaction (i.e., purchase, sale or any other type of acquisition or disposition);

 

(c)          the price of the security at which the transaction was effected;

 

(d)         the name of the broker, dealer or bank with or through which the transaction was effected;

 

(e)          if the Access Person has established a personal securities account during the quarterly period, the name of the broker, dealer or bank and the date the account was established; and

 

(e)          the date the Access Person submits the report.

 

Account statements, trade confirmations or other acceptable forms of electronic records containing all required information may be substituted for the attached form if submitted timely.  To the extent that an account statement or confirmation lacks some of the information otherwise required to be reported, Access Persons may submit a transactions report containing the missing information as a supplement to the statement or confirmation.

 

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D.                                    Exceptions to Reporting Requirements.  The reporting requirements of Section 4.C.(2) apply to all transactions in Reportable Securities other than:

 

(1)                                 transactions with respect to securities held in accounts over which the Access Person had no direct or indirect influence or control; and

 

(2)                                 transactions effected pursuant to an Automatic Investment Plan or DRIP.

 

E.                                    Prohibition on Self Pre-clearance.  No Access Person shall pre-clear his own trades, review his own reports or approve his own exemptions from this Code.  When such actions are to be undertaken with respect to the CCO’s personal transactions, an appropriate officer of the applicable Hartford Entity will perform such actions as are required of the CCO by this Code.

 

F.                                     Pre-clearance and Reporting Exception for Independent Directors.

 

(1)                                 Pre-clearance.  Any Independent Director is exempt from the Access Person pre-clearance requirements.

 

(2)                                 Reporting.  Independent Directors are exempt from the initial and annual holdings reports; but are not exempt from certain quarterly transaction reports.  Independent Directors must submit to the CCO a quarterly transaction report in the form attached as Exhibit D or another form acceptable to the CCO not later than thirty (30) days after the end of each calendar quarter with respect to any Reportable Securities transaction occurring in such quarter only if such person knew at the time of the transaction or, in the ordinary course of fulfilling his or her official duties as such, should have known that, during the 15-day period immediately before or after the date of the Reportable Securities transaction, a Fund purchased or sold the Reportable Security, or the Adviser considered purchasing or selling the Reportable Security for a Fund.

 

5.                                      Insider Trading

 

A.                                    It is against the law and the policies of the Hartford Entities for any person subject to this Code to trade any security, either for a personal account or on behalf of a client or others, (i) while aware of material, non-public (“inside”) information relating to the security, the Funds or the issuer; and (ii) in breach of a duty of trust or confidence owed directly or indirectly to the issuer of that security or its shareholders or to any other person who is the source of the inside information.  It may also be illegal, and it is a violation of policies of the Hartford Entities, to communicate inside information to someone else in breach of a duty of trust or confidence (known as “tipping”).

 

(1)                                 Concepts.

 

(A)                               Material Information.   Material information is information that a reasonable investor would consider important in making his or her

 

9



 

investment decision about an issuer or a security.  Generally, this is information the disclosure of which would have an effect on the price of the securities.  Examples of material information include revisions to previously published earnings estimates, merger or other significant transaction proposals, significant new products or technological discoveries, litigation, extraordinary turnover in management, impending financial or liquidity problems, and significant orders to buy or sell securities. Prepublication information regarding reports in the financial press may be material.  Other types of information may also be material; no complete list can be given.

 

(B)                               Non-Public Information.  Information is “non-public” or “inside information” until it has been made available to the public generally, e.g., through the Dow Jones tape, the wire services or other media, or a Securities and Exchange Commission (“SEC”) filing, and the market has had time to digest it. The amount of time required depends on the amount of attention paid to the issuer in the markets, varying from a few hours for the largest companies to several days in the case of thinly traded issues.

 

(C)                               A “Duty of Trust or Confidence”.  In addition to the sort of “insider” relationships — such as acting as a director of or adviser to the issuer — that impose this obligation, a “duty of trust or confidence” also exists in other circumstances such as the following: (i) whenever a person agrees to maintain information in confidence; (ii) whenever one enters into a relationship the nature of which implies a duty to maintain the information in confidence; and (iii) whenever the person communicating the inside information and the person to whom it is communicated have a practice of sharing confidences, such that the recipient of the information knows or reasonably should know that the person communicating the inside information expects that the recipient will maintain its confidentiality. This may apply to family relationships as well as business relationships.

 

Ordinary research contacts by personnel of the Hartford Entities not involving the factors described above or other special circumstances should not result in a duty of trust or confidence.  However, difficult legal issues may arise when, in the course of these contacts, personnel of the Hartford Entities become aware of material, nonpublic information. This could happen, for example, if an issuer’s chief financial officer prematurely discloses quarterly results to an analyst or an investor relations representative makes a selective disclosure of adverse news to a handful of investors. In any case where you believe you have learned material inside information, you should promptly consult the CCO about your

 

10



 

obligations.

 

(2)                                 Tender Offers.  Information about a pending tender offer raises particular concerns, in part because such activity often produces extraordinary movements in the target company’s securities and in part because an SEC rule expressly prohibits trading and “tipping” while in possession of material, nonpublic information regarding a tender offer.

 

(3)                                 Penalties.  Insider trading or improperly communicating inside information to others may result in severe penalties, including large personal fines and/or imprisonment. In addition such actions may expose the Hartford Entities and the respective person’s supervisor(s) to fines as well as serious legal and regulatory sanctions. The Hartford Entities view seriously any violation of these prohibitions and would consider a violation, or a credible allegation of a violation, to be grounds for disciplinary action, up to and including termination of employment.

 

(4)                                 Judgments and Concerns about Inside Information.  Judgments in this area tend to be made with hindsight.  It is particularly unwise to make them on your own, without the input of a disinterested person.  Anyone who is unsure whether the insider trading prohibitions apply to a particular situation should: (i) report the circumstances immediately to the CCO; (ii) refrain from any trading activity in the respective security on behalf of clients or personally; and (iii) not communicate the inside information to anyone inside or outside of the relevant Hartford Entity with the exception of the CCO.

 

6.                                      Code Notification and Access Person Certifications

 

The CCO shall provide notice to all Access Persons of their status under this Code, and shall deliver a copy of the Code to each Access Person annually.  Additionally, each Access Person will be provided a copy of any Code amendments.  After reading the Code or amendment, each Access Person shall make the certification contained in Exhibit E or another form acceptable to the CCO.  Annual certifications are due within forty five (45) days after the end of each calendar year.  Certifications with respect to amendments to the Code must be returned to the CCO within a reasonably prompt time.  To the extent that any Code-related training sessions or seminars are held, the CCO shall keep records of such sessions and the Access Persons attending.

 

7.                                      Review of Required Code Reports

 

A.                                    Reports required to be submitted pursuant to the Code will be reviewed by the CCO or a designee on a periodic basis.  The CCO or designee will initial and date the relevant Report or perform a representative action in the case of electronic submissions to evidence the review.

 

B.                                    Any material violation or potential material violation of the Code must be promptly reported to the CCO.  The CCO will investigate any such violation or

 

11



 

potential violation and report violations the CCO determines to be material to the Adviser’s CEO and/or a Fund’s Board of Directors (each a “Board”), as appropriate, with a recommendation of such action to be taken against any individual who is determined to have violated the Code, as is necessary and appropriate to cure the violation and prevent future violations.  Other violations shall be handled by the CCO in a manner he or she deems to be appropriate.

 

C.                                    The CCO will keep a written record of all investigations in connection with any Code violations including any action taken as a result of the violation.

 

D.                                    Sanctions for violations of the Code include: verbal or written warnings and censures, monetary sanctions, disgorgement or dismissal.  Where a particular Client has been harmed by the violative action, disgorgement may be paid directly to the Client; otherwise, monetary sanctions shall be paid to an appropriate charity determined by the CCO.

 

8.                                      Reports to the Board

 

No less frequently than annually, the Fund CCO shall submit to each Board a written report on behalf of the Funds and Adviser (a) describing any issues arising under the Code relating to the particular Fund and Adviser since the last report to the Board, including, but not limited to, information about material violations of or waivers from the Code and any sanctions imposed in response to material violations, and (b) certifying that the Code contains procedures reasonably necessary to prevent Access Persons from violating it.  The Board shall review the Code and the operation of these policies at least once a year.

 

In addition, no less frequently than annually, the Fund CCO shall cause each sub-adviser that provides services to the Funds to submit to the Funds’ Board a written report (a) describing any issues arising under the sub-adviser’s code of ethics (as approved by the Funds’ Board of Directors) since the last report to the Board, including, but not limited to, information about material violations of or waivers from the code and any sanctions imposed in response to material violations, and (b) certifying that the sub-adviser has adopted procedures reasonably necessary to prevent Access Persons from violating it.

 

9.                                      Recordkeeping and Review

 

This Code, any written prior approval for an IPO or Limited Offering transaction given pursuant to Section 4.A. of the Code, a copy of each report and certification by an Access Person, a record of any violation of the Code and any action taken as a result of the violation, any written report hereunder by the CCO, and lists of all persons required to make and/or review reports under the Code shall be preserved with the applicable Hartford Entity’s records, as appropriate, for the periods and in the manner required by Rules 17j-1 and 204A-1.  To the extent appropriate and permissible, the CCO may choose to keep such records electronically.

 

The CCO shall review this Code and its operation annually and may determine to make amendments to the Code as a result of that review.

 

Last Approved: April 21, 2014

 

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January 1, 2013

 

November 8, 2012

 

13



 

EXHIBIT A

 

The Hartford Mutual Funds, Inc.

The Hartford Mutual Funds II, Inc.

The Hartford Alternative Strategies Fund

Hartford Series Fund, Inc.

Hartford HLS Series Fund II, Inc.

Hartford Funds Management Company, LLC

Hartford Funds Distributors, LLC

 

Personal Trading Request and Authorization Form

 

Access Person Name:

 

 

 

 

Person On Whose Behalf Trade is Being Done (if different):

 

 

 

Financial Institution:

 

 

Account Number:

 

 

 

Reportable Security:

 

 

 

Company Name, Type of Security

 

 

Ticker Symbol or CUSIP:

 

 

 

 

 

 

 

Number of Shares or Units:

 

 

Price per Share or Unit:

 

 

 

 

 

Approximate Total Price:

 

 

Buy or Sell:

 

 

I hereby certify that all of the following information is true and complete:

 

To the best of my knowledge, the requested transaction is consistent with the letter and spirit of the Hartford Entities’ Code of Ethics and Insider Trading Policy and applicable law.

 

 

 

 

Signature

 

Date

 

When signed and dated by the CCO, this authorization is approved for this transaction only and is effective only through the date indicated below.  A record of this transaction will be kept by the CCO in confidential files.(5)

 

 

 

 

 

 

CCO Signature

 

Date

 

Effective Through

 


(5)              All pre-clearance forms must be maintained for at least five years after the end of the fiscal year in which the form was submitted or the approval is granted, whichever is later.  If approval is granted to acquire securities in an IPO or a Limited Offering, CCO must indicate reasons for such approval on reverse side of this form.

 



 

EXHIBIT B

 

The Hartford Mutual Funds, Inc.

The Hartford Mutual Funds II, Inc.

The Hartford Alternative Strategies Fund

Hartford Series Fund, Inc.

Hartford HLS Series Fund II, Inc.

Hartford Funds Management Company, LLC

Hartford Funds Distributors, LLC

 

Initial/Annual Securities Holdings Report

 

This form must be completed by each Access Person
within 10 days of becoming an Access Person and
on                  of each calendar year thereafter.

 

The following list, which is current as of the date indicated below, accurately reflects my current personal securities holdings in which I have a direct or indirect beneficial interest:

 

Security (including
ticker/CUSIP as applicable)

 

No. of
Shares

 

Principal
Amount

 

Broker/Dealer or Bank Through
Whom Account is Held

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The chart above (1) excludes personal securities holdings with respect to which I had no direct or indirect influence or control, (2) excludes personal securities holdings of securities which are not Reportable Securities, and (3) is not an admission that I have or had any direct or indirect beneficial ownership in the Reportable Securities listed above.

 

I have an account or accounts, over which I have direct or indirect influence or control, in which securities (including securities which are not considered Reportable Securities) which are not listed above are held for my direct or indirect benefit as of the date below with the following brokers, dealers or banks:

 

 

 

 

 

 

Dated:

 

 

Signature:

 

 

Effective as of: [Date]

 



 

EXHIBIT C

 

The Hartford Mutual Funds, Inc.

The Hartford Mutual Funds II, Inc.

The Hartford Alternative Strategies Fund

Hartford Series Fund, Inc.

Hartford HLS Series Fund II, Inc.

Hartford Funds Management Company, LLC

Hartford Funds Distributors, LLC

 

Quarterly Transactions and Personal Securities Account Report

 

For the Calendar Quarter Ended              

 

Please return this form within 30 days following the end of each calendar quarter.

 

IF NO TRANSACTIONS OCCURRED DURING THE PERIOD PLEASE WRITE NONE OR N/A IN THE BOX BELOW

 

During the quarter referred to above, the following transactions were effected in Reportable Securities in which I had, or by reason of such transaction acquired, direct or indirect beneficial ownership, and which are required to be reported pursuant to the Hartford Entities’ Code of Ethics and Insider Trading Policy:

 

Security (with
ticker/CUSIP
as applicable)

 

Date of
Transaction

 

No. of Shares
or Principal
Amount

 

Interest Rate
and Maturity
Date

 

Nature of
Transaction
(Buy, Sell,
Other)

 

Price

 

Executing Bank
or
Broker/Dealer

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

This report (1) excludes personal securities holdings with respect to which I had no direct or indirect influence or control, (2) excludes personal securities transactions in securities which are not Reportable Securities, and (3) is not an admission that I have or had any direct or indirect beneficial ownership in the Reportable Securities listed above.

 

PLEASE CHECK ONE BOX AND COMPLETE IF NECESSARY

 

o                                    During the quarter referenced above, I did not establish any new accounts in which securities (including securities which are not considered Reportable Securities) were held during such quarter for my direct or indirect benefit; OR

 

o                                    During the quarter referenced above, I opened the following account(s) over which I have direct or indirect influence or control and in which securities (including securities which are not considered Reportable Securities) were held for my direct or indirect benefit:

 

Name of Broker, Dealer or Bank

 

Date Account Established

 

 

 

 

 

 

 

 

 

 



 

Dated:

 

 

Signature:

 

 


*      Please list any additional transactions or accounts on reverse or attach additional pages as necessary.

 



 

EXHIBIT D

 

The Hartford Mutual Funds, Inc.

The Hartford Mutual Funds II, Inc.

The Hartford Alternative Strategies Fund

Hartford Series Fund, Inc.

Hartford HLS Series Fund II, Inc.

Hartford Funds Management Company, LLC

Hartford Funds Distributors, LLC

 

Quarterly Securities Transaction Report

for Independent Directors

 

For the Calendar Quarter Ended               

 

Please return this form within 30 days following the end of each calendar quarter.

 

IF NO TRANSACTIONS OCCURRED DURING THE PERIOD PLEASE CHECK THE BOX BELOW

 

An Independent Director is required to complete this report ONLY if the Director knew at the time of the transaction or, in the ordinary course of fulfilling his/her official duties as a director, should have known that, during the 15-day period immediately before or after the date of the Reportable Securities transaction, a series of a Fund purchased or sold the Reportable Security, or a series of a Fund or the Adviser considered purchasing or selling the Reportable Security.

 

Security (with
ticker/CUSIP,
as applicable)

 

Date of
Transaction

 

No. of Shares
or Principal
Amount

 

Interest Rate
and Maturity
Date

 

Nature of
Transaction
(Buy, Sell,
Other)

 

Price

 

Executing
Bank or
Broker/
Dealer

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

This report (1) excludes personal securities holdings with respect to which I had no direct or indirect influence or control, (2) excludes personal securities transactions in securities which are not Reportable Securities, and (3) is not an admission that I have or had any direct or indirect beneficial ownership in the Reportable Securities listed above.

 

PLEASE CHECK BOX AS APPLICABLE

 

o            During the quarter no transactions in the nature described above occurred.

 

Dated:

 

 

Signature:

 

 


*      Please list any additional transactions or accounts on reverse or attach additional pages as necessary.

 



 

EXHIBIT E

 

The Hartford Mutual Funds, Inc.

The Hartford Mutual Funds II, Inc.

The Hartford Alternative Strategies Fund

Hartford Series Fund, Inc.

Hartford HLS Series Fund II, Inc.

Hartford Funds Management Company, LLC

Hartford Funds Distributors, LLC

 

Certification of Receipt and Compliance

 

This form must be completed by each Access Person
within 10 days of becoming an Access Person;
and on       after each calendar year thereafter; and
upon receipt of any amendment to the Code.

 

I hereby acknowledge receipt of the Hartford Entities’ current Code of Ethics and Insider Trading Policy (the “Code”), including any applicable amendments.  I hereby certify that I: (1) recently have read/re-read the Code (including any amendments thereto); (2) understand the Code; and (3) recognize that I am subject to its provisions.  I also hereby certify that I have complied with and will continue to comply with the requirements of the Code and that I have disclosed or reported all personal securities transactions required to be disclosed or reported pursuant to the Code.

 

 

Name:

 

 

 

(Please print clearly or type)

 

 

 

 

 

 

 

Signature:

 

 

 

 

 

 

 

 

Date:

 

 

 


EX-99.B.P.(II) 12 a15-10967_1ex99dbdpdii.htm EX-99.B.P.(II)

 

WELLINGTON MANAGEMENT

 

 

WELLINGTON

Code of Ethics

MANAGEMENT®

 

PERSONAL INVESTING

 

GIFTS AND ENTERTAINMENT

 

OUTSIDE ACTIVITIES

 

CLIENT CONFIDENTIALITY

 

1 January 2015

 

1



 

A MESSAGE FROM OUR CEO

 

Our business is built on a foundation of trust — the trust of our clients, earned over many years. It is our most valuable asset, and if lost, it cannot easily be regained. There are examples across our industry of companies that have lost sight of this lesson, and they serve as strong reminders that our business requires a mindset of eternal vigilance.

 

Each and every one of us has a role to play in sustaining our clients’ trust. We must test every decision we make, no matter how small, against our fiduciary obligations and our high ethical standards. If there is the slightest doubt about whether a decision is in the best interests of our clients, then bring it to someone’s attention — your manager, the Legal and Compliance team, or any of my direct reports. But don’t just let it go. This is what it means to be a fiduciary: complete dedication to conscientious stewardship of client assets.

 

To support this mandate, our Code of Ethics sets out standards for our personal conduct, including personal investing, acceptance of gifts and entertainment, outside activities, and client confidentiality. Please take the time to read the Code, familiarize yourself with the rules, and determine what you need to do to comply with them. Remember, too, that while our Code of Ethics is reviewed and updated regularly, no set of rules can address every possible circumstance. And so I ask you to remain vigilant, exercise good judgment, ask for help when you need it, consider not just the letter but the spirit of the laws that govern our industry, and do your part to safeguard our clients’ trust.

 

Sincerely,

 

Brendan J. Swords

President and Chief Executive Officer

 

“The reputation of a thousand years may be determined by the conduct of one hour.”

 

— Ancient proverb

 

2



 

Contents

 

Standards of conduct

4

 

 

Who is subject to the Code of Ethics?

4

 

 

Personal investing

5

 

 

Which types of investments and related activities are prohibited?

5

 

 

Which investment accounts must be reported?

6

 

 

Accounts not requiring reporting

7

 

 

What are the reporting responsibilities for all personnel?

8

 

 

What are the preclearance responsibilities for all personnel?

9

 

 

Requests for exceptions to preclearance denial, other trading restrictions, and certain reporting requirements

10

 

 

What are the additional personal trading requirements for investment professionals?

11

 

 

Gifts and entertainment

12

 

 

Outside activities

13

 

 

Client confidentiality

14

 

 

How we enforce our Code of Ethics

14

 

 

Closing

14

 

Before You Get Started: Accessing the Code of Ethics System

The Code of Ethics System is accessible through the Intranet under Applications or direct access: https://wellmanage.ptaconnect.com/pta/pages/logon.jsp.

 

3



 

STANDARDS OF CONDUCT

 

Our standards of conduct are straightforward and essential. Any transaction or activity that violates either of the standards of conduct below is prohibited, regardless of whether it meets the technical rules found elsewhere in the Code of Ethics.

 

1)     We act as fiduciaries to our clients. Each of us must put our clients’ interests above our own and must not take advantage of our management of clients’ assets for our own benefit. Our firm’s policies and procedures implement these principles with respect to our conduct of the firm’s business. This Code of Ethics implements the same principles with respect to our personal conduct. The procedures set forth in the Code govern specific transactions, but each of us must be mindful at all times that our behavior, including our personal investing activity, must meet our fiduciary obligations to our clients.

 

2)     We act with integrity and in accordance with both the letter and the spirit of the law. Our business is highly regulated, and we are committed as a firm to compliance with those regulations. Each of us must also recognize our obligations as individuals to understand and obey the laws that apply to us in the conduct of our duties. They include laws and regulations that apply specifically to investment advisors, as well as more broadly applicable laws ranging from the prohibition against trading on material nonpublic information and other forms of market abuse to anticorruption statutes such as the US Foreign Corrupt Practices Act and the Council of Europe’s Criminal Law Convention on Corruption. The firm provides training on their requirements. Each of us must take advantage of these resources to ensure that our own conduct complies with the law.

 

WHO IS SUBJECT TO THE CODE OF ETHICS?

 

Our Code of Ethics applies to all employees of Wellington Management, and its affiliates around the world. Its restrictions on personal investing also apply to temporary personnel (including co-ops and interns) and consultants whose tenure with Wellington Management exceeds 90 days and who are deemed by our Chief Compliance Officer to have access to nonpublic investment research, client holdings, or trade information.

 

All Wellington Management personnel receive a copy of the Code of Ethics (and any amendments) and must certify, upon joining the firm and annually thereafter, that they have read and understood it and have complied with its requirements.

 

Adherence to the Code of Ethics is a basic condition of employment. Failure to adhere to our Code of Ethics may result in disciplinary action, including termination of employment.

 

If you have any doubt as to the appropriateness of any activity, believe that you have violated the Code, or become aware of a violation of the Code by another individual, you should consult the manager of the Code of Ethics Team, Chief Compliance Officer, General Counsel, or Chair of the Ethics Committee.

 

General questions regarding our Code of Ethics may be directed to the Code of Ethics Team via email at #Code of Ethics Team or through the Code of Ethics hotline, 617-790-8330 (x68330).

 

4



 

PERSONAL INVESTING

 

As fiduciaries, each of us must avoid taking personal advantage of our knowledge of investment activity in client accounts. Although our Code of Ethics sets out a number of specific restrictions on personal investing designed to reflect this principle, no set of rules can anticipate every situation. Each of us must adhere to the spirit, and not just the letter, of our Code in meeting this fiduciary obligation to our clients.

 

WHICH TYPES OF INVESTMENTS AND RELATED ACTIVITIES ARE PROHIBITED?

 

Our Code of Ethics prohibits the following personal investments and investment-related activities:

 

·        Purchasing or selling the following:

·    Initial public offerings (IPOs) of any securities

·    Securities of an issuer being bought or sold on behalf of clients until one trading day after such buying or selling is completed or canceled

·    Securities of an issuer that is the subject of a new, changed, or reissued but unchanged action recommendation from a global industry research or fixed income credit analyst until two business days following issuance or reissuance of the recommendation

·    Securities of an issuer that is mentioned at the Morning Meeting or the Early Morning Meeting until two business days following the meeting

·    Securities that are the subject of a firmwide restriction

·    Single-stock futures

·    Options with an expiration date that is within 60 calendar days of the transaction date

·    HOLDRS (HOLding Company Depositary ReceiptS)

·    Securities of broker/dealers (or their affiliates) that the firm has approved for execution of client trades

·    Securities of any securities market or exchange on which the firm trades on behalf of clients

·        Purchasing an equity security if your aggregate ownership of the equity security exceeds 0.5% of the total shares outstanding of the issuer

·        Taking a profit from any trading activity within a 60 calendar day window (see box for more detail)

·        Using a derivative instrument to circumvent a restriction in the Code of Ethics

 

Short-Term Trading

 

You are prohibited from profiting from the purchase and sale (or sale and purchase) of the same or equivalent securities within 60 calendar days. For example, if you buy shares of stock (or options on such shares) and then sell those shares within 60 days at a profit, an exception will be identified and any gain from the transactions must be surrendered. Gains are calculated based on a last in, first out (LIFO) method for purposes of this restriction. This short-term trading rule does not apply to securities exempt from the Code’s preclearance requirements.

 

5



 

WHICH INVESTMENT ACCOUNTS MUST BE REPORTED?

 

You are required to report any investment account over which you exercise investment discretion or from which any of the following individuals enjoy economic benefits: (i) your spouse, domestic partner, or minor children, and (ii) any other dependents living in your household,

 

AND

 

that holds or is capable of holding any of the following covered investments:

 

·        Shares of stocks, ADRs, or other equity securities (including any security convertible into equity securities)

·        Bonds or notes (other than sovereign government bonds issued by Canada, France, Germany, Italy, Japan, the United Kingdom, or the United States, as well as bankers’ acceptances, CDs, commercial paper, and high-quality, short-term debt instruments)

·        Interest in a variable annuity product in which the underlying assets are held in a subaccount managed by Wellington Management

·        Shares of exchange-traded funds (ETFs)

·        Shares of closed-end funds

·        Options on securities

·        Securities futures

·        Interest in private placement securities (other than Wellington Management Sponsored Products)

·        Shares of funds managed by Wellington Management (other than money market funds)

 

Please see Appendix A for a detailed summary of reporting requirements by security type.

 

Web Resource: Wellington-Managed Fund List

 

An up-to-date list of funds managed by Wellington Management is available through the Code of Ethics System under Documents. Please note that any transactions in Wellington-Managed funds must comply with the funds’ rules on short-term trading of fund shares.

 

For purposes of the Code of Ethics, these investment accounts are referred to as reportable accounts. Examples of common account types include brokerage accounts, retirement accounts, employee stock compensation plans, and transfer agent accounts. Reportable accounts also include those from which you or an immediate family member may benefit indirectly, such as a family trust or family partnership, and accounts in which you have a joint ownership interest, such as a joint brokerage account.

 

Please contact the Code of Ethics Team for guidance if you hold any securities in physical certificate form.

 

Still Not Sure? Contact Us

 

If you are not sure if a particular account is required to be reported, contact the Code of Ethics Team by email at #Code of Ethics Team or through the Code of Ethics hotline, 617-790-8330 (x68330).

 

6



 

Accounts Not Requiring Reporting

 

You do not need to report the following accounts via the Code of Ethics System since the administrator will provide the Code of Ethics Team with access to relevant holdings and transaction information:

 

·        Accounts maintained within the Wellington Retirement and Pension Plan or similar firm-sponsored retirement or benefit plans identified by the Ethics Committee

·        Accounts maintained directly with Wellington Trust Company or other Wellington Management Sponsored Products

 

Although these accounts do not need to be reported, your investment activities in these accounts must comply with the standards of conduct embodied in our Code of Ethics.

 

Managed Account Exemptions

 

An account from which you or immediate family members could benefit financially, but over which neither you nor they have any investment discretion or influence (a managed account), may be exempted from the Code of Ethics’ personal investing requirements upon written request and approval. An example of a managed account would be a professionally advised account about which you will not be consulted or have any input on specific transactions placed by the investment manager prior to their execution. To request a managed account exemption, you must complete a Managed Account Letter (available online via the Code of Ethics System) and return it the Code of Ethics Team.

 

Web Resource: Managed Account Letter

 

To request a managed account exemption, complete the Managed Account Letter available through the Code of Ethics System under Documents.

 

7



 

WHAT ARE THE REPORTING RESPONSIBILITIES FOR ALL PERSONNEL?

 

Initial and Annual Holdings Reports

 

You must disclose all reportable accounts and all covered investments you hold within 10 calendar days after you begin employment at or association with Wellington Management. You will be required to review and update your holdings and securities account information annually thereafter.

 

For initial holdings reports, holdings information must be current as of a date no more than 45 days prior to the date you became covered by the Code of Ethics. Please note that you cannot make personal trades until you have filed an initial holdings report via the Code of Ethics System on the Intranet.

 

For subsequent annual reports, holdings information must be current as of a date no more than 45 days prior to the date the report is submitted. Please note that your annual holdings report must account for both volitional and non-volitional transactions.

 

At the time you file your initial and annual reports, you will be asked to confirm that you have read and understood the Code of Ethics and any amendments.

 

Non-volitional transactions include:

 

·        Investments made through automatic dividend reinvestment or rebalancing plans and stock purchase plan acquisitions

·        Transactions that result from corporate actions applicable to all similar security holders (such as splits, tender offers, mergers, and stock dividends)

 

Duplicate Statements and Trade Confirmations

 

For each of your reportable accounts, you are required to provide duplicate statements and duplicate trade confirmations to Wellington Management. To arrange for the delivery of duplicate statements and trade confirmations, please contact the Code of Ethics Team for the appropriate form. Return the completed form to the Code of Ethics Team, which will submit it to the brokerage firm on your behalf. If the brokerage firm or other firm from which you currently receive statements is not able to send statements and confirmations directly to Wellington Management, you will be required to submit copies promptly after you receive them, unless you receive an exemption from this requirement under the procedures outlined on page 9.

 

Web Resource: How to File Reports on the Code of Ethics System

 

Required reports must be filed electronically via the Code of Ethics System. Please see the Code of Ethics System’s homepage for more details.

 

Quarterly Transactions Reports

 

You must submit a quarterly transaction report no later than 30 calendar days after quarter-end via the Code of Ethics System on the Intranet, even if you did not make any personal trades during that quarter. In the reports, you must either confirm that you did not make any personal trades (except for those resulting from non-volitional events) or provide information regarding all volitional transactions in covered investments.

 

8



 

WHAT ARE THE PRECLEARANCE RESPONSIBILITIES FOR ALL PERSONNEL?

 

Preclearance of Publicly Traded Securities

 

You must receive clearance before buying or selling stocks, bonds, options, and most other publicly traded securities in any reportable account. A full list of the categories of publicly traded securities requiring preclearance, and of certain exceptions to this requirement, is included in Appendix A. Transactions in accounts that are not reportable accounts do not require preclearance or reporting.

 

Preclearance requests must be submitted online via the Code of Ethics System, which is accessible through the Intranet. If clearance is granted, the approval will be effective for a period of 24 hours. If you preclear a transaction and then place a limit order with your broker, that limit order must either be executed or expire at the end of the 24-hour period. If you want to execute the order after the 24-hour period expires, you must resubmit your preclearance request.

 

If you have questions regarding the preclearance requirements, please refer to the FAQs available on the Code of Ethics System or contact the Code of Ethics Team.

 

Please note that preclearance approval does not alter your responsibility to ensure that each personal securities transaction complies with the general standards of conduct, the reporting requirements, the restrictions on short-term trading, or the special rules for investment professionals set out in our Code of Ethics.

 

Web Resource: How to File a Preclearance Request

 

Preclearance must be obtained using the Code of Ethics System. Once the necessary information is submitted, your preclearance request will be approved or denied within seconds.

 

Caution on Short Sales, Margin Transactions, and Options

 

You may engage in short sales and margin transactions and may purchase or sell options provided you receive preclearance and meet all other applicable requirements under our Code of Ethics (including the additional rules for investment professionals described on page 8). Please note, however, that these types of transactions can have unintended consequences. For example, any sale by your broker to cover a margin call or to buy in a short position will be in violation of the Code unless precleared. Likewise, any volitional sale of securities acquired at the expiration of a long call option will be in violation of the Code unless precleared. You are responsible for ensuring any subsequent volitional actions relating to these types of transactions meet the requirements of the Code.

 

9



 

Preclearance of Private Placement Securities

 

You cannot invest in securities offered to potential investors in a private placement without first obtaining prior approval. Approval may be granted after a review of the facts and circumstances, including whether:

 

·        an investment in the securities is likely to result in future conflicts with client accounts (e.g., upon a future public offering), and

·        you are being offered the opportunity due to your employment at or association with Wellington Management.

 

If you have questions regarding whether an investment would be deemed a private placement security under the Code, please refer to the FAQs about private placements available on the Code of Ethics System, or contact the Code of Ethics Team.

 

To request approval, you must submit a Private Placement Approval Form (available online via the Code of Ethics System) to the Code of Ethics Team. Investments in our own privately offered investment vehicles (our Sponsored Products), including collective investment funds and common trust funds maintained by Wellington Trust Company, NA, our hedge funds, and our non-US domiciled funds (Wellington Management Portfolios), have been approved under the Code and therefore do not require the submission of a Private Placement Approval Form.

 

Web Resource: Private Placement Approval Form

 

To request approval for a private placement, complete the Private Placement Approval Form available through the Code of Ethics System under Documents.

 

Requests for Exceptions to Preclearance Denial, Other Trading Restrictions, and Certain Reporting Requirements

 

The Chief Compliance Officer may grant an exception from preclearance, other trading restrictions, and certain reporting requirements on a case-by-case basis if it is determined that the proposed conduct involves no opportunity for abuse and does not conflict with client interests. Exceptions are expected to be rare. If you wish to seek an exception to these restrictions, you must submit a written request to the Code of Ethics Team describing the nature of the exception and the reason(s) it is being sought.

 

10



 

WHAT ARE THE ADDITIONAL REQUIREMENTS FOR INVESTMENT PROFESSIONALS?

 

If you are a portfolio manager, research analyst, or other investment professional who has portfolio management responsibilities for a client account (e.g., designated portfolio managers, backup portfolio managers, investment team members), or who otherwise has direct authority to make decisions to buy or sell securities in a client account (referred to here as an investment professional), you are required to adhere to additional rules and restrictions on your personal securities transactions. However, as no set of rules can anticipate every situation, you must remember to place our clients’ interests first whenever you transact in securities that are also held in client accounts you manage.

 

The following provisions of the code are intended to allow investment professionals to make long-term investments in securities. However, you may not be able to sell personal investments for extended periods of time and therefore should consider the liquidity, tax planning, market, and similar risks associated with making personal investments in securities of an issuer that are or may be held in client accounts.

 

·        Investment Professional Blackout Periods —You cannot buy or sell a security for a period of 14 calendar days before or after any transaction in the same issuer by a client account for which you serve as an investment professional. In addition, You may not sell personal holdings in a security of the same issuer that is held by a client account for which you serve as an investment professional until the later of the following periods: (i) one calendar year from the date of your last purchase and (ii) 90 calendar days after all of your client accounts liquidate all holdings of the same issuer.

 

If you anticipate receiving a cash flow or redemption request in a client portfolio that will result in the purchase or sale of securities that you also hold in your personal account, you should take care to avoid transactions in those securities in your personal account in the days leading up to the client transactions. However, unanticipated cash flows and redemptions in client accounts and unexpected market events do occur from time to time, and a personal trade made in the prior 14 days should never prevent you from buying or selling a security in a client account if the trade would be in the client’s best interest. If you find yourself in that situation and need to buy or sell a security in a client account within the 14 calendar days following your personal transaction in a security of the same issuer, you should attempt to notify the Code of Ethics Team (by email at #Code of Ethics Team or through the Code of Ethics hotline, 617-790-8330 [x68330]) or your local Compliance Officer in advance of placing the trade. If you are unable to reach any of those individuals and the trade is time sensitive, you should proceed with the client trade and notify the Code of Ethics Team promptly after submitting it.

 

·        Short Sales by an Investment Professional — An investment professional may not personally take a short position in a security of an issuer in which he or she holds a long position in a client account.

 

11



 

GIFTS AND ENTERTAINMENT

 

Our guiding principle of “client, firm, self” also governs the receipt of gifts and entertainment from clients, consultants, brokers, vendors, companies in which we may invest, and others with whom the firm does business. As fiduciaries to our clients, we must always place our clients’ interests first and cannot allow gifts or entertainment opportunities to influence the actions we take on behalf of our clients. In keeping with this standard, you must follow several specific requirements:

 

Accepting Gifts — You may only accept gifts of nominal value, which include promotional items, flower arrangements, gift baskets, and food, as well as other gifts with an approximate value of less than US$100 or the local equivalent. You may not accept a gift of cash, including a cash equivalent such as a gift certificate or a security, regardless of the amount. If you receive a gift that violates the Code, you must return the gift or consult with the Chief Compliance Officer to determine appropriate action under the circumstances.

 

Accepting Entertainment Opportunities — The firm recognizes that participation in entertainment opportunities with representatives from organizations with which the firm does business, such as consultants, brokers, vendors, and companies in which we may invest, can help to further legitimate business interests. However, participation in such entertainment opportunities should be infrequent, and you may participate only if:

 

1)           a representative of the hosting organization is present,

2)           the primary purpose of the event is to discuss business or to build a business relationship, and

3)           the opportunity meets the additional requirements below.

 

Lodging and Air Travel — You may not accept a gift of lodging or air travel in connection with any entertainment opportunity. If you participate in an entertainment opportunity for which lodging or air travel is paid for by the host, you must reimburse the host for the equivalent cost, as determined by Wellington Management’s travel manager.

 

Additional Reimbursement Requirements — You must receive prior approval from your business manager and reimburse the host for the full face value of any entertainment ticket(s) if:

 

·        the entertainment opportunity requires a ticket with a face value of more than US$200 or the local equivalent, or is a high-profile event (e.g., a major sporting event),

·        you wish to accept more than one ticket, or

·        the host has invited numerous Wellington Management representatives.

 

Business managers must clear their own participation under the circumstances described above with the Chief Compliance Officer or Chair of the Ethics Committee.

 

Please note that even if you pay for the full face value of a ticket, you may attend the event only if the host is present. Whenever possible, you should arrange for any required reimbursement prior to attending an entertainment event.

 

12



 

Soliciting Gifts, Entertainment Opportunities, or Contributions — In your capacity as a partner or employee of the firm, you may not solicit gifts, entertainment opportunities, or charitable or political contributions for yourself, or on behalf of clients, prospects, or others, from brokers, vendors, clients, or consultants with whom the firm conducts business or from companies in which the firm may invest.

 

Sourcing Entertainment Opportunities — You may not request tickets to entertainment events from the firm’s Trading department or any other Wellington Management department, partner, or employee, nor from any broker, vendor, company in which we may invest, or other organization with which the firm conducts business.

 

OUTSIDE ACTIVITIES

 

While the firm recognizes that you may engage in business or charitable activities in your personal time, you must take steps to avoid conflicts of interest between your private interests and our clients’ interests. As a result, all significant outside business or charitable activities (e.g., directorships or officerships) must be approved by your business manager and by the Chief Compliance Officer, General Counsel, or Chair of the Ethics Committee prior to the acceptance of such a position (or if you are new, upon joining the firm). Approval will be granted only if it is determined that the activity does not present a significant conflict of interest. Directorships in public companies (or companies reasonably expected to become public companies) will generally not be authorized, while service with charitable organizations generally will be permitted.

 

Officers of the firm can only seek additional employment outside of Wellington Management with the prior written approval of the Human Resources department. All new employees are required to disclose any outside employment to the Human Resources department upon joining the firm.

 

13



 

CLIENT CONFIDENTIALITY

 

Any nonpublic information concerning our clients that you acquire in connection with your employment at the firm is confidential. This includes information regarding actual or contemplated investment decisions, portfolio composition, research recommendations, and client interests. You should not discuss client business, including the existence of a client relationship, with outsiders unless it is a necessary part of your job responsibilities.

 

HOW WE ENFORCE OUR CODE OF ETHICS

 

Legal and Compliance is responsible for monitoring compliance with the Code of Ethics. Members of Legal and Compliance will periodically request certifications and review holdings and transaction reports for potential violations. They may also request additional information or reports.

 

It is our collective responsibility to uphold the Code of Ethics. In addition to the formal reporting requirements described in this Code of Ethics, you have a responsibility to report any violations of the Code. If you have any doubt as to the appropriateness of any activity, believe that you have violated the Code, or become aware of a violation of the Code by another individual, you should consult the manager of the Code of Ethics Team, Chief Compliance Officer, General Counsel, or Chair of the Ethics Committee.

 

Potential violations of the Code of Ethics will be investigated and considered by representatives of Legal and Compliance and/or the Ethics Committee. All violations of the Code of Ethics will be reported to the Chief Compliance Officer. Violations are taken seriously and may result in sanctions or other consequences, including:

 

·        a warning

·        referral to your business manager, senior management, and/or the Managing Partners

·        reversal of a trade or the return of a gift

·        disgorgement of profits or of the value of a gift

·        a limitation or restriction on personal investing

·        a fine

·        termination of employment

·        referral to civil or criminal authorities

 

If you become aware of any potential conflicts of interest that you believe are not addressed by our Code of Ethics or other policies, please contact the Chief Compliance Officer, the General Counsel, or the manager of the Code of Ethics Team.

 

CLOSING

 

As a firm, we seek excellence in the people we employ, the products and services we offer, the way we meet our ethical and fiduciary responsibilities, and the working environment we create for ourselves. Our Code of Ethics embodies that commitment. Accordingly, each of us must take care that our actions fully meet the high standards of conduct and professional behavior we have adopted. Most importantly, we must all remember “client, firm, self” is our most fundamental guiding principle.

 

14



 

APPENDIX A — PART 1

 

No Preclearance or Reporting Required:

 

·        Open-end investment funds not managed by Wellington Management(1)

·        Interests in a variable annuity product in which the underlying assets are held in a fund not managed by Wellington Management

·        Direct obligations of the US government (including obligations issued by GNMA and PEFCO) or the governments of Canada, France, Germany, Italy, Japan, or the United Kingdom

·        Cash

·        Money market instruments or other short-term debt instruments rated P-1 or P-2, A-1 or A-2, or their equivalents(2)

·        Bankers’ acceptances, CDs, commercial paper

·        Wellington Trust Company Pools

·        Wellington Sponsored Hedge Funds

·        Securities futures and options on direct obligations of the US government or the governments of Canada, France, Germany, Italy, Japan, or the United Kingdom, and associated derivatives

·        Options, forwards, and futures on commodities and foreign exchange, and associated derivatives

·        Transactions in approved managed accounts

 

Reporting of Securities Transactions Required (no need to preclear and not subject to the 60-day holding period):

 

·        Open-end investment funds managed by Wellington Management(1) (other than money market funds)

·        Interests in a variable annuity or insurance product in which the underlying assets are held in a fund managed by Wellington Management

·        Futures and options on securities indices

·        ETFs listed in Appendix A — Part 2 and derivatives on these securities

·        Gifts of securities to you or a reportable account

·        Gifts of securities from you or a reportable account

·        Non-volitional transactions (splits, tender offers, mergers, stock dividends, dividend reinvestments, etc.)

 

Preclearance and Reporting of Securities Transactions Required:

 

·        Bonds and notes (other than direct obligations of the US government or the governments of Canada, France, Germany, Italy, Japan, or the United Kingdom, as well as bankers’ acceptances, CDs, commercial paper, and high-quality, short-term debt instruments)

·        Stock (common and preferred) or other equity securities, including any security convertible into equity securities

·        Closed-end funds

·        ETFs not listed in Appendix A — Part 2

·        American Depositary Receipts

·        Options on securities (but not their non-volitional exercise or expiration)

·        Warrants

·        Rights

·        Unit investment trusts

 

15



 

Prohibited Investments and Activities:

 

·        Initial public offerings (IPOs) of any securities

·        HOLDRS (HOLding Company Depositary ReceiptS)

·        Single-stock futures(1)

·        Options expiring within 60 days of purchase

·        Securities being bought or sold on behalf of clients until one trading day after such buying or selling is completed or canceled

·        Securities of an issuer that is the subject of a new, changed, or reissued but unchanged action recommendation from a global industry research or fixed income credit analyst until two business days following issuance or reissuance of the recommendation

·        Securities of an issuer that is mentioned at the Morning Meeting or the Early Morning Meeting until two business days following the meeting

·        Securities on the firmwide restricted list

·        Profiting from any short-term (i.e., within 60 days) trading activity

·        Securities of broker/dealers or their affiliates with which the firm conducts business

·        Securities of any securities market or exchange on which the firm trades

·        Using a derivative instrument to circumvent the requirements of the Code of Ethics

 


This appendix is current as of April 1, 2010, and may be amended at the discretion of the Ethics Committee.

(1) A list of funds advised or subadvised by Wellington Management (“Wellington-Managed Funds”) is available online via the Code of Ethics System. However, you remain responsible for confirming whether any particular investment represents a Wellington-Managed Fund.

(2) If the instrument is unrated, it must be of equivalent duration and comparable quality.

 

16



 

APPENDIX A — PART 2

ETFS APPROVED FOR PERSONAL TRADING WITHOUT PRECLEARANCE (BUT REQUIRING REPORTING)

 

All regional/country exchange share listings of ETFs listed are also approved

This is a partial list. The complete and up-to-date list is available on the Code of Ethics System on the Intranet.

 

Ticker

 

Name

 

 

 

United States: Equity

 

 

AAXJ

 

iShares MSCI All COUNTRY ASIA

ACWI

 

iShares MSCI ACWI Index Fund

BRF

 

Market Vectors Brazil Small-CA

DIA

 

DIAMONDS Trust SERIES I

DVY

 

iShares DJ Select Dividend

ECH

 

iShares MSCI Chile Investable

EEB

 

Claymore/BNY BRIC ETF

EEM

 

iShares MSCI EMERGING MKT IN

EFA

 

iShares MSCI EAFE INDEX FUND

EFG

 

iShares MSCI EAFE GROWTH INX

EFV

 

iShares MSCI EAFE VALUE INX

EPI

 

Wisdomtree India Earnings Fund

EPP

 

iShares MSCI PACIFIC EX JPN

EWA

 

iShares MSCI AUSTRALIA INDEX

EWC

 

iShares MSCI CANADA

EWG

 

iShares MSCI GERMANY INDEX

EWH

 

iShares MSCI HONG KONG INDEX

EWJ

 

iShares MSCI JAPAN INDEX FD

EWM

 

iShares MSCI MALAYSIA

EWS

 

iShares MSCI SINGAPORE

EWT

 

iShares MSCI TAIWAN INDEX FD

EWU

 

iShares MSCI UNITED KINGDOM

EWY

 

iShares MSCI SOUTH KOREA IND

EZU

 

iShares MSCI EMU

FXI

 

iShares FTSE/XINHUA CHINA 25

GDX

 

Market Vectors Gold Miners

GDXJ

 

Market Vectors Gold Miners Min

IBB

 

iShares NASDAQ BIOTECH INDX

ICF

 

iShares COHEN & STEERS RLTY

IEV

 

iShares S&P EUROPE 350

IGE

 

iShares GOLDMAN SACHS NAT RE

 

17



 

IJH

 

iShares S&P Midcap 400

IJJ

 

iShares S&P Midcap 400/VALUE

IJK

 

iShares S&P Midcap 400/GRWTH

IJR

 

iShares S&P SmallCap 600

IJS

 

iShares S&P SmallCap 600/VAL

IJT

 

iShares S&P SmallCap 600/GRO

ILF

 

iShares S&P Latin Amer 40 IDX

INP

 

iPath MSCI India Index ETN

IOO

 

iShares S&P GLOBAL 100

IVE

 

iShares S&P 500 VALUE INDEX

IVV

 

iShares S&P 500 INDEX FUND

IVW

 

iShares S&P 500 GROWTH INDEX

IWB

 

iShares Russell 1000 INDEX

IWD

 

iShares Russell 1000 VALUE

IWF

 

iShares Russell 1000 GROWTH

IWM

 

iShares Russell 2000

IWN

 

iShares Russell 2000 VALUE

IWO

 

iShares Russell 2000 GROWTH

IWP

 

iShares Russell Midcap GRWTH

IWR

 

iShares Russell Midcap INDEX

IWS

 

iShares Russell Midcap VALUE

IWV

 

iShares Russell 3000 INDEX

IXC

 

iShares S&P GLBL ENERGY SECT

IYR

 

iShares DJ US REAL ESTATE

IYW

 

iShares DJ US TECHNOLOGY SEC

MDY

 

Midcap SPDR Trust SERIES 1

MOO

 

Market Vectors AGRIBUSINESS

OEF

 

iShares S&P 100 INDEX FUND

PBW

 

PowerShares WILDERHILL CLEAN ENERGY

PFF

 

iShares S&P PREF STK INDX FN

PGX

 

Powershares Preferred Portfolio

PHO

 

PowerSharesGLOBAL WATER

QID

 

ProShares UltraShort QQQ

QLD

 

ProShares Ultra QQQ

QQQ

 

PowerShares QQQ

RSP

 

Rydex S&P EQUAL WEIGHT ETF

RSX

 

Market Vectors RUSSIA ETF

RWM

 

ProShares Short Russell 2000

RWR

 

DJ Wilshire REIT ETF

 

18



 

RWX

 

SPDR DJ WILS INTL RE

SCZ

 

iShares MSCI EAFE Small Cap In

SDS

 

ProShares UltraShort S&P500

SDY

 

SPDR Divident ETF

SH

 

ProShares Short S&P500

SKF

 

ProShares UltraShort FINANCIALS

SPY

 

SPDR Trust SERIES 1

SRS

 

UltraShort REAL ESTATE ProShares

SSO

 

ProShares Ultra S&P500

TWM

 

UltraShort Russell2000 ProShares

UWM

 

ProShares Ultra Russell2000

UYG

 

ProShares Ultra FINANCIALS

VB

 

Vanguard SMALL-CAP ETF

VBK

 

Vanguard SMALL-CAP GRWTH ETF

VBR

 

Vanguard SMALL-CAP VALUE ETF

VEA

 

Vanguard EUROPE PACIFIC ETF

VEU

 

Vanguard FTSE ALL-WORLD EX-U

VGK

 

Vanguard EUROPEAN ETF

VIG

 

Vanguard DIVIDEND APPREC ETF

VNQ

 

Vanguard REIT ETF

VO

 

Vanguard MID-CAP ETF

VPL

 

Vanguard PACIFIC ETF

VTI

 

Vanguard TOTAL STOCK MKT ETF

VTV

 

Vanguard VALUE ETF

VUG

 

Vanguard GROWTH ETF

VV

 

Vanguard LARGE-CAP ETF

VWO

 

Vanguard EMERGING MARKET ETF

VXX

 

iPath S&P 500 VIX

XLB

 

MATERIALS Select SECTOR SPDR

XLE

 

ENERGY Select SECTOR SPDR

XLF

 

FINANCIAL Select SECTOR SPDR

XLI

 

INDUSTRIAL Select SECT SPDR

XLK

 

TECHNOLOGY Select SECT SPDR

XLP

 

CONSUMER STAPLES SPDR

XLU

 

UTILITIES Select SECTOR SPDR

XLV

 

HEALTH CARE Select SECTOR

XLY

 

CONSUMER DISCRETIONARY Select SPDR

XME

 

SPDR S&P Metals & Mining ETF

XOP

 

S&P Oil & Gas Expland Prod

 

19



 

United States: Fixed Income

 

 

AGG

 

iShares Lehman AGG BOND FUND

BIV

 

Vanguard Intermediate-Term Bon

BSV

 

Vanguard Total Bond Market

BOND

 

PIMCO Total Return Bond ETF

BSV

 

Vanguard Short-Term Bond ETF

BWX

 

SPDR barclays Int Trea Bnd ETF

BZF

 

Wisdomtree Brazilian Real Fund

CYB

 

Wisdomtree Dreyfus China Yuan Fund

ELD

 

Wisdomtree Emerging Markets Bond ETF

EMB

 

JPM Emerging Markets Bond ETF

HYG

 

iShares IBOXX H/Y CORP BOND

IEF

 

iShares Lehman 7-10YR TREAS

IEI

 

iShares Lehman 3-7 YEAR TREASURY

JNK

 

SPDR Barclays Capital High Yield Bond ETF

LQD

 

iShares GS$ INVESTOP CORP BD

MBB

 

iShares MBS Bond Fund

MUB

 

iShares S&P National Municipal Bond Fund

PCY

 

Powershares EM MAR SOV DE PT

PST

 

ProShares UltraShort Lehman 7-10 Year Treasury

SHY

 

iShares Lehman 1-3YR TRS BD

TBF

 

ProShares Short 20+ Treasury

TBT

 

UltraShort Lehman 20+ Year Treasury ProShares

TIP

 

iShares Lehman TRES INF PR S

TLT

 

iShares Lehman 20+ YR TREAS

VCSH

 

Vanguard Short-Term Corporate

 

 

 

United States: Commodity Trusts and ETNs

 

 

AMJ

 

JPMorgan Alerian MLP Index ETN

CORN

 

Corn ETF

COW

 

iPath DJ-AIG Livestock TR Sub-Index

DBA

 

Powershares DB Agriculture Fund

DBB

 

Powershares DB Base Metals Fund

DBC

 

Powershares DB Commodity Index

DBE

 

Powershares DB Energy Fund

DBO

 

Powershares DB Oil Fund

DBP

 

Powershares DB Precious Metals Fund

DGZ

 

Powershares DB Gold Short ETN

DJP

 

iPath Dow Jones - AIG Commodity

DNO

 

Unicted States Short Oil Fund L

 

20



 

GAZ

 

iPath DJ-AIG Natural Gas TR Sub-Index

GLD

 

StreetTRACKS Gold Fund

GLL

 

UltraShort Gold

GSG

 

iShares S&P GSCI Commodity Index

JJA

 

iPath DJ-AIG Agriculture TR Sub-Index

JJC

 

iPath DJ-AIG Copper TR Sub-Index

JJE

 

iPath DJ-AIG Energy TR Sub-Index

JJG

 

iPath DJ-AIG Grains TR Sub-Index

JJM

 

iPath DJ-AIG Industrial Metals TR Sub-Index

JJN

 

iPath DJ-AIG Nickel TR Sub-Index

JJS

 

iPath DJ-AIG Softs TR Sub-Index

JJU

 

iPath DJ-AIG Aluminum TR Sub-Index

SGG

 

iPath DJ-UBS Sugar Subindex TR

SLV

 

iShares Silver Trust

UCO

 

Ultra DJ-AIG Crude Oil

UGA

 

United States Gasoline Fund

UGL

 

Ultra Gold

UHN

 

United States Heating Oil Fund

UNG

 

United States Natural Gas Fund

USO

 

United States Oil Fund

ZSL

 

UltraShort Silver

 

 

 

United States: Currency Trusts

 

 

DBV

 

Powershares DB G10 Currency Harvest Fund

EUO

 

UltraShort Euro

FXA

 

Australian Dollar

FXB

 

British Pound

FXC

 

Canadian Dollar

FXE

 

Euro

FXF

 

Swiss Franc

FXM

 

Mexican Peso

FXS

 

Swedish Krona

FXY

 

Japanese Yen

UDN

 

Powershares DB US Dollar Bearish Fund

UUP

 

Powershares DB US Dollar Bullish Fund

YCS

 

UltraShort Yen

 

 

 

Australia: Equity

 

 

STW.AX

 

S&P/ASX 200 Index

 

 

 

England: Equity

 

 

 

21



 

EUN LN

 

iShares DJ STOXX 50

IEEM LN

 

iShares MSCI EMERGING MKTS

FXC LN

 

iShares FTSE/XINHUA CHINA 25

IJPN LN

 

iShares MSCI JAPAN FUND

ISF LN

 

iShares PLC-ISHARES FTSE 100

IUSA LN

 

iShares S&P 500 INDEX FUND

IWRD LN

 

iShares MSCI WORLD

 

 

 

England: Fixed Income

 

 

IEBC LN

 

iShares Barclays Capital Euro

 

 

 

Hong Kong: Equity

 

 

2800 HK

 

TRACKER FUND OF HONG KONG

2823 HK

 

iShares A50 CHINA TRACKER

2827 HK

 

WISE - CSI 300 CHINA TRACKER

2828 HK

 

HANG SENG H-SHARE IDX ETF

2833 HK

 

HANG SENG INDEX ETF

 

 

 

Japan: Equity

 

 

1305 JP

 

DAIWA ETF = TOPIX

1306 JP

 

NOMURA ETF - TOPIX

1308 JP

 

NIKKO ETF - TOPIX

1320 JP

 

DAIWA ETF – NIKKEI 225

1321 JP

 

NOMURA ETF – NIKKEI 225

1330 JP

 

NIKKO ETF – 225

 

This appendix is current as of 23 June 2014, and may be amended at the discretion of the Ethics Committee.

 

22


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[HARTFORD FUNDS LETTERHEAD]

 

May 28, 2015

 

VIA EDGAR CORRESPONDENCE

 

Deborah O’Neal-Johnson

U.S. Securities and Exchange Commission

Division of Investment Management

100 F Street, N.E.

Washington, D.C. 20549-4644

 

Re:                             Request for Acceleration of the Effective Date of the Registration Statement of The Hartford Mutual Funds, Inc. (SEC File Nos. 333-02381 and 811-07589)

 

Dear Ms. O’Neal-Johnson:

 

Included herewith for filing on behalf of The Hartford Mutual Funds, Inc. (the “Company”) is one copy of Post-Effective Amendment No. 140 under the Securities Act of 1933, as amended (the “1933 Act”) to the Company’s Registration Statement on Form N-1A. As previously discussed, pursuant to Rule 461 under the 1933 Act, the Company and Hartford Funds Distributors, LLC, the principal underwriter of shares of common stock of the Company, hereby jointly and respectfully request that the effective date of Post-Effective Amendment No. 140, as filed with the U.S. Securities and Exchange Commission (the “Commission”) on May 28, 2015, be accelerated to the earliest practicable time on May 29, 2015. Post-Effective Amendment No. 140 is being filed for the purpose of registering the Harford Municipal Income Fund and Hartford Municipal Short Duration Fund (each a “Fund”), each a new series of the Company. We note that Post-Effective Amendment No. 140 incorporates your request to clarify in each Fund’s principal investment strategy that the Fund will invest at least 80% of its net assets in municipal securities that are exempt from federal income tax.

 

We request that we be notified of such effectiveness by a telephone call to John V. O’Hanlon of Dechert LLP at 617.728.7111, and that such effectiveness also be confirmed in writing.

 

The Company hereby acknowledges that (i) should the Commission or its staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; (ii) the action of the Commission or its staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and (iii) the Company may not assert this action as defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. The Company and Hartford Funds Distributors, LLC are aware of their obligations under the 1933 Act.

 

Should you have any questions, please contact John V. O’Hanlon at 617.728.7111.

 

Very truly yours,

 

 

The Hartford Mutual Funds, Inc.

Hartford Funds Distributors, LLC

 

By:

/s/ Edward P. Macdonald

 

Name:

Edward P. Macdonald

 

Titles:

Vice President, Secretary and Chief Legal Officer of The Hartford Mutual Funds, Inc.

 



 

Executive Vice President, Deputy General Counsel and Assistant Secretary of Hartford Funds Distributors, LLC

 

cc:  John V. O’Hanlon, Dechert LLP

 

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