INTERNAL CONTROL RPT

Report of Independent Registered Public
Accounting Firm

To the Board of Trustees and Shareholders of Hartford
Schroders Opportunistic Income Fund

In planning and performing our audit of the financial
statements of Hartford Schroders Opportunistic Income
Fund (the "Fund") as of and for the period ended October
31, 2020, in accordance with the standards of the Public
Company Accounting Oversight Board (United States)
("PCAOB"), we considered the Fund's internal control
over financial reporting, including controls over
safeguarding securities, as a basis for designing our
auditing procedures for the purpose of expressing our
opinion on the financial statements and to comply with
the requirements of Form N-CEN, but not for the
purpose of expressing an opinion on the effectiveness of
the Fund's internal control over financial reporting.
Accordingly, we do not express an opinion on the
effectiveness of the Fund's internal control over financial
reporting.

The management of the Fund is responsible for
establishing and maintaining effective internal control
over financial reporting. In fulfilling this responsibility,
estimates and judgments by management are required to
assess the expected benefits and related costs of controls.
A company's internal control over financial reporting is a
process designed to provide reasonable assurance
regarding the reliability of financial reporting and the
preparation of financial statements for external purposes
in accordance with generally accepted accounting
principles. A company's internal control over financial
reporting includes those policies and procedures that (1)
pertain to the maintenance of records that, in reasonable
detail, accurately and fairly reflect the transactions and
dispositions of the assets of the company; (2) provide
reasonable assurance that transactions are recorded as
necessary to permit preparation of financial statements
in accordance with generally accepted accounting
principles, and that receipts and expenditures of the
company are being made only in accordance with
authorizations of management and directors of the
company; and (3) provide reasonable assurance
regarding prevention or timely detection of unauthorized
acquisition, use or disposition of a company's assets that
could have a material effect on the financial statements.

Because of its inherent limitations, internal control over
financial reporting may not prevent or detect
misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that
controls may become inadequate because of changes in
conditions, or that the degree of compliance with the
policies or procedures may deteriorate.

A deficiency in internal control over financial reporting
exists when the design or operation of a control does not
allow management or employees, in the normal course of
performing their assigned functions, to prevent or detect
misstatements on a timely basis. A material weakness is a
deficiency, or a combination of deficiencies, in internal
control over financial reporting, such that there is a
reasonable possibility that a material misstatement of the
company's annual or interim financial statements will
not be prevented or detected on a timely basis.

Our consideration of the Fund's internal control over
financial reporting was for the limited purpose described
in the first paragraph and would not necessarily disclose
all deficiencies in internal control over financial reporting
that might be material weaknesses under standards
established by the PCAOB. However, we noted no
deficiencies in the Fund's internal control over financial
reporting and its operation, including controls over
safeguarding securities, that we consider to be a material
weakness as defined above as of October 31, 2020.

This report is intended solely for the information and use
of the Board of Trustees of Hartford Schroders
Opportunistic Income Fund and the Securities and
Exchange Commission and is not intended to be and
should not be used by anyone other than these specified
parties.


/s/PricewaterhouseCoopers LLP
Philadelphia, Pennsylvania
December 29, 2020

ADVISORY CONTRACTS

SUB-ADVISORYAGREEMENT

THIS SUB-ADVISORY AGREEMENT (this "Agreement") is made as of September 30, 2019 by and between Hartford Funds Management Company, LLC ("Adviser"), a Delaware limited liability company, and Schroder Investment Management North America Inc. ("Sub­ Adviser").

WHEREAS, Hartford Schroders Opportunistic Income Fund (the "Fund"), a Delaware statutory trust, is a closed-end management investment company registered under the Investment Company Act of 1940, as amended ("1940 Act");

WHEREAS,theAdviserandtheSub-Adviserareinvestmentadvisersregisteredunderthe Investment Advisers Act of 1940, as amended ("AdvisersAct");

WHEREAS, the Fund has retained the Adviser to render investment advisory services to the Fund pursuant to an Investment Management Agreement dated September 30, 2019, as may be amended from time to time ("Advisory Agreement");

WHEREAS, the Advisory Agreement authorizes the Adviser to engage one or more other investment advisers to assist with any or all of the Adviser's duties and obligations under the Advisory Agreement; and

WHEREAS, the Adviser wishes to retain the Sub-Adviser to render certain investment advisory services the Fund, with respect to the portions of the Fund's assets allocated to the Sub­ Adviser,asdeterminedfromtimetotimebytheAdviser,andtheSub-Adviseriswillingtorender such services.

NOW, THEREFORE, in consideration of the promises and mutual covenants herein contained, it is agreed between the Adviser and the Sub-Adviser as follows:

I.          Appointment;InvestmentAdviserRegistration.

(a)Subjecttothemonitoring,supervision,andoversightoftheAdviserandtheBoard of Trustees of the Fund (the "Board") and in accordance with the terms and conditions of this Agreement, the Adviser hereby appoints the Sub-Adviser to act as investment sub-adviser to the Fund, for the periods and on the terms set forth herein. The Sub-Adviser accepts the appointment andagreestofurnishtheservicessetforthhereinforthecompensationprovidedinSection 7ofthis Agreement.

(b)The Sub-Adviser (i) represents and warrants that it is registered as an investment adviser under the Advisers Act, and (ii) shall continue to be so registered for so long as this Agreement remains ineffect.

2.Services and Duties of Investment Sub-Adviser. Subject to the monitoring, supervision, oversight, control and direction of the Adviser and the Board, the Sub-Adviserwill:

(a)manage the investment and reinvestment of assets of the Fund and provide the Fund with investment research and advice in accordance with the Fund's investmentobjective

and policies as stated in the Fund's prospectus and statement of additional information filed with the U.S. Securities and Exchange Commission ("SEC") on Form N-2, as amended and supplemented from time to time (the "Registration Statement"), and such other limitations as the Fund,theAdviserortheBoard mayimposewithrespecttotheFund byadvancewrittennoticeto theSub-Adviser;

(b)in consultation with the Adviser when appropriate, make determinations with respect to the investment of the assets of the Fund and the purchase and sale of a Fund's securities andotherinstruments,andtakesuchstepsasmaybenecessarytoimplementthesame;

(c)overseetheplacementofpurchaseandsaleordersonbehalfoftheFund;

(d)engage portfolio managers to make investment decisions and securities analyststoprovideresearchservicestotheFund;

(e)subjecttotheunderstandingsetforthinSection!0(a)(l)ofthisAgreement, vote all proxies solicited by or with respect to the issuers of securities in which the assets of the Fundmaybeinvested inaccordancewiththeSub-Adviser'sproxyvotingpoliciesandprocedures andinamannerthatcomplieswithapplicablelaw;maintainrecordsofallproxiesvotedonbehalf oftheFund;andprovideinformationtotheFund,theAdviserortheirdesignatedagentinamanner thatissufficientlycompleteandtimelytoensuretheFund'scompliance withitsfilingobligations under Rule 30bl-4 of the 1940Act;

(f)maintain books and records with respect to the Fund's, in accordance with applicable laws, rules and regulations;and

(g)to the extent requested by the Adviser or officers of the Fund, cooperate with and provide reasonable assistance to the Adviser and the Fund's other service providers by

(i)keeping themfullyinformed astosuchmattersthattheymayreasonablydeem necessary with respect to the performance of their obligations to the Fund, (ii) providing prompt responses to reasonable requests for information or assistance, and (iii) establishing agreed processes to promotetheefficientexchangeofinformation.

In providing those services and in consultation with the Adviser, the Sub-Adviser will regularly furnish reports with respect to the Fund at periodic meetings of the Board and at such other times as may be reasonably requested by the Adviser or the Board, which reports shall include the Sub-Adviser's economic outlook and investment strategy and a discussion of the portfolioactivityandtheperformance oftheFundsincethelastreport.Copiesofallsuchreports shallbefurnishedtotheAdviserforexaminationandreviewwithinareasonabletimepriortothe presentation of such reports to theBoard.

The Sub-Adviser further agrees that, in performing its duties hereunder, it will:

(h)comply in all material respects with the applicable sections of (i) the 1940 ActandtheAdvisersActandallrulesandregulationsthereunderandanyotherapplicablefederal and state laws and regulations, (ii) the compliance policies and procedures with respect to the FundpromulgatedbytheAdviser;(iii)theSub-Adviser'scompliancepoliciesandprocedures,(iv) the rules and regulations of the U.S. Commodity Futures Trading Commission ("CFTC"), (v)the

investment objectives, strategies, policies, limitations and restrictions of the Fund as described in the Registration Statement as applicable to the Fund, (vi) the Fund's Amended and Restated Declaration of Trust and by-laws or other organizational documents of the Fund, and (vii) any investment guidelines or other instructions received in writing from the Adviser or the Board;

(i)manage the assets of the Fund in a manner such that the Fund will comply with the following requirements of the Internal Revenue Code of 1986, as amended (the "Code") and regulations issued thereunder: section 85l(b)(2) and section 85l(b)(3) (and, if applicable, section 817(h)) solely with respect to the assets of the Fund which are under its management and based solely on (x) information and methodologies in Sub-Adviser's compliance systems, which Adviser acknowledges are not the official books and records of the Fund and (y) diversification testing protocols provided by the Adviser to the Sub-Adviser in writing; provided, however, that with respect to the 10% voting securities test contained in section 851(b)(3)(A)(ii), the Sub­ Adviser will also comply with such additional requirements as the Fund or the Adviser shall furnish to the Sub-Adviser from time to time (if any): provided, further, Adviser acknowledges that (aa) the Sub-Adviser shall not be responsible or liable for preparing or filing any tax returns for the Fund, (bb) while the Sub-Adviser will conduct portfolio compliance testing with Sections 851(b)(2) and (3) and 817(h) of the Code as described above, the Sub-Adviser and Adviser will discuss together any actions required to be taken by Sub-Adviser with respect to compliance with Sections 85l(b)(2) and (3) and 817(h) of the Code by the 20th calendar day following quarter end based on the official books and records of the Fund (but any such discussion shall in no way be deemed Adviser's waiver of Sub-Adviser's obligation to deliver the quarterly tax compliance certificate in accordance with the time frames set forth under Section 10(a)(3) of this Agreement) and (cc) Sub-Adviser is not the tax agent for theFund;

(i)          keep the Adviser and/or  the Board  informed  ofdevelopmentsmateriallyaffecting the Fund;

(k)make available to the Board, the Adviser, the Fund's Chief Compliance Officer(s)("CCO")andtheFund'sadministrator,promptlyupontheirrequest,suchcopiesofits recordswithrespecttotheFundasmayberequiredtoassistintheircompliancewithapplicable lawsandregulations.AsreasonablyrequestedbytheBoardortheAdviser,theSub-Adviserwill complete periodic or special questionnaires and furnish to the Board and/or the Adviser such periodicandspecialreportsregardingtheFundandtheSub-Adviserincluding,butnotlimitedto, reportsconcerningtransactionsandperformanceoftheFund,quarterlyandannualcompliance reportsandcertifications,quarterlytaxcompliancecertifications,reportsregardingcompliance with the Fund's procedures pursuant to Rules 17e-l, 17a-7, l0f-3 and 12d3-l under the 1940Act (asapplicable),quarterlyreportsidentifyinganyMaterialComplianceMatters(asdefinedunder Rule38a-lofthe1940Act)andanymaterialchangestotheSub-Adviser'scomplianceprogram (includingmaterialrevisionstocompliancepoliciesandprocedures),fundamentalinvestment restrictions,proceduresforopeningbrokerageaccountsandcommoditytradingaccounts,liquidity determinations for securities or other instruments held by the Fund such as, among others, securitiespurchasedpursuanttoRule144AundertheSecuritiesActof1933,asamended,and Section4(a)(2)commercialpaper,compliancewiththeSub-Adviser'sCodeofEthics,andsuch otherproceduresorrequirementsthattheAdvisermayreasonablyrequestfromtimetotime;

(I)makeavailabletotheBoardandtheAdviseratreasonabletimesitsportfolio managers and other appropriate personnel as mutually agreed by the Adviser and Sub-Adviser, either in person or, at the mutual convenience of the Board, the Adviser and the Sub-Adviser, by telephone, in order to review the investment policies, perfonnance and other matters relating to the management of theFund;

(m)provide certifications or sub-certifications to the Adviser on a timely basis as to the accuracy of the information contained in draft reports to shareholders, registration statements or portions thereof or other documents solely as it relates to the Sub-Adviser or the Fund;

(n)use no material, non-public information concerning portfolio companies that may be in its possession or the possession of any of its affiliates, nor will the Sub-Adviser seek to obtain any such information, in providing investment advice or investment management services to theFund;

(o)promptly notify the Adviser, the Fund and the Board in the event that the Sub-AdviseroranyofitsaffiliatesbecomesawarethattheSub-Adviser:(i)issubjecttoastatutory disqualification that prevents the Sub-Adviser from serving as investment adviser pursuant to this Agreement;(ii)failstoberegistered asaninvestment adviserundertheAdvisersActorunderthe laws of any jurisdiction in which the Sub-Adviser is required to be registered as an investment adviser in order to perform its obligations under this Agreement; (iii) is the subject of an administrative proceeding or enforcement action by the SEC or other regulatory authority; provided,however,such noticetobeprovidedwithrespecttothisitem(iii)maybeintheform of aquarterlycertificatewherebySub-Adviser (oranyofitsaffiliates)certifiesthatitiseitheraware, ornotaware,ofany proceeding orenforcementactionasdescribedinthisitem(iii);(iv)isserved or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, or governmental authority, involving the affairs of the Fund or the Adviser or their affiliates; or (v) is involved in any pending litigation or administrative proceeding brought against the Sub-Adviser or any of its management persons (as defined by Form ADV) that is related to or could affect the management of the Fund. The Sub­ Adviser further agrees to notify the Adviser and the Fund promptly of any material fact known to the Sub-Adviser respecting or relating to the Sub-Adviser that is not contained in the Fund's RegistrationStatement,asamendedandsupplementedfromtimetotime,regardingtheFund,and of any statement contained therein that becomes untrue in any material respect. The Sub-Adviser will promptly notify the Adviser, the Fund and the Board if its chief executive officer or any member of the portfolio management team named in the Registration Statement for the Fund changes, or if there is an actual change in control or management of the Sub-Adviser within the meaning of Rules 2a-6 and 202(a)(l)-l  under the 1940 Act and Advisers Act,respectively;

(p)subject to Section 14, not disclose non-public information regarding the Fundcharacteristics,tradinghistoryportfolioholdingsorindividualholdingorsectorperformance information to any third-party, except in compliance with the Fund's policies on disclosure of portfolioholdingsandanyexceptionstherein;provided,however,thatnothinghereinshallrestrict theSub-AdviserfromusinginformationinrespectoftheFund(withoutattribution totheFund)in compositeperformancedataorsimilaraggregatedinformation;

(q)provide the Adviser, the Fund or the Board with such information and assurances (including certifications and sub-certifications) as the Adviser, the Fund or the Board may reasonably request from time to time in order to assist the Adviser, the Fund or the Board in complying with applicable laws, rules and regulations, including requirements in connection with the preparation and/or filing of the Fund's shareholder reports (e.g. Form N-CSRs), census reporting forms (e.g. Form N-CEN) and portfolio holdings reporting forms (e.g. Forms N-PORT) or the financial reports containedtherein;

(r)provide assistance (as required by the Fund's valuation policy, as amended from time to time) to the Adviser, custodian or recordkeeping agent for the Fund in determining or confirming, the value of any portfolio securities or other assets of the Fund for which the Adviser, custodian or recordkeeping agent seeks assistance from the Sub-Adviser or identifies for review by the Sub-Adviser (which valuation shall be based on Sub-Adviser's fair valuation procedures). This assistance includes (but is not limited to): (i) designating  and providing access to one or more employees of the Sub-Adviser or its affiliates who are knowledgeable about the security/issuer,itsfinancialcondition,tradingand/orotherrelevantfactorsforvaluationthatcould be available for consultation when the Adviser's Valuation Committee convenes; (ii) assisting the Adviser or the custodian in obtaining bids and offers or quotes from broker/dealers or market­ makers with respect to securities held by the Fund, upon the reasonable request of the Adviser or custodian;(iii)upontherequestoftheAdviserorthecustodian,providingpricinginformationfor fair valuations if available; and (iv) maintaining a record with respect to the securities valuation assistance provided hereunder consistent with Sub-Adviser's retention policies and in accordance with Section 4(a) of this Agreement, to the extent applicable, and providing such information to the Adviser or the Fund uponrequest;

(s)not consult with any other investment sub-adviser of the Fund (if any), or with the sub-adviser to any other investment company (or separate series thereof) managed by the Adviser concerning a Fund's transactions in securities or other assets, except for purposes of complying with the conditions of Rule 12d3-l(a) and (b) under the 1940 Act, and, to the extent that multiple sub-advisers may be engaged to provide services to the Fund, the Sub-Adviser shall be responsible for providing investment advisory services only with respect to the portion of the Fund allocated to the Sub-Adviser by the Adviser;and

(t)provide the Adviser and the Fund with a copy of its Form ADV as most recently filed with the SEC, notify the Adviser promptly with respect to any material amendment to the Sub-Adviser's ADV and notify the Adviser on a timely basis (which shall be no later than the quarterly certification provided pursuant to Section 10(a)(3) of this Agreement) of any other amendments to the Sub-Adviser's Form ADV and, in each case, furnish a copy of such amendments to the Fund and theAdviser.

(u)The Sub-Adviser further agrees that it may perform any or all the services contemplated by this Agreement directly or through such of its subsidiaries or other affiliated persons as it believes reasonably necessary to assist it in carrying out its obligations under this Agreement. It is acknowledged that the Sub-Adviser may not retain the services of any entity that would be an "investment adviser", as that term is defined in the 1940 Act, to the Fund unless any agreementwithsuchentityhas beenapprovedby(i)amajorityoftheBoard, includingamajority

of the Independent Trustees, and (ii) to the extent necessary, the vote of a majority of the outstanding voting securities of the Fund.

3.Brokerage. The Sub-Adviser may place orders pursuant to its investment determinations for the Fund directly with the issuers of the securities, or with brokers or dealers selected by the Sub-Adviser. Neither the Sub-Adviser, nor any of its directors, officers, or employees, as applicable, may act as principal or agent or receive any commissions in connection with the foregoing transactions. The Sub-Adviser may, in respect of the Fund, open and maintain brokerage accounts of all types on behalf of and in the name of the Fund. The Sub-Adviser may enterintostandardcustomeragreementswithbrokersanddirectpaymentsofcash,cashequivalents and securities and other property into such brokerage accounts as the Sub-Adviser deems desirable or appropriate. In selecting brokers or dealers to execute transactions on behalf of the Fund, the Sub-Advisershallseekandobtainthemostfavorableexecutionandnetsecuritypriceavailablefor the Fund. In assessing the best overall terms available for the Fund transaction, the Sub-Adviser will consider all factors it deems relevant, including, but not limited to, the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker or dealer and the reasonableness of the commission, if any, for the specific transaction and on a continuing basis. In selecting broker-dealers to execute a particular transaction, and in evaluatingthebestoveralltermsavailable,theSub-Adviser isauthorized toconsiderthebrokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (the "1934 Act")) provided to the Fund and/or other accounts over which the Sub-Adviser or its affiliates exercise investment discretion. The parties hereto acknowledge that it is desirable for the Fund that the Sub-Adviser have access to supplemental investment and market research and security and economic analysis provided by broker-dealers who may execute brokerage transactions at a higher cost to the Fund than may result when allocating brokerage to other brokers on the basis of seeking the most favorable price and efficient execution. Therefore, the Sub-Adviser may cause the Fund to pay a broker-dealer that furnishes brokerage and research services a higher commission than that which might be charged by another broker-dealer for effecting the same transaction, provided that the Sub-Adviser detennines in good faith that such commission is reasonable in relation to the value of the brokerage and research services provided by such broker-dealer, viewed in terms of either the particular transaction or the overall responsibilities of the Sub-Adviser to the Fund in accordance with Section 28(e) of the 1934 Act. It is understood that the services provided by such brokers may be useful to the Sub-Adviser in connection with the Sub-Adviser's services to other clients. In accordance with Section I!(a) of the 1934 Act and Rule 11a2-2(T) thereunder and subject to any other applicable laws and regulations, the Sub-Adviser and its affiliates are authorized to effect portfolio transactions for the Fund and to retain brokerage commissions on such transactions. The Sub-Adviser may, but shall not be obligatedto,aggregateorbunchordersforthepurchaseorsaleofsecuritiesfortheFundwithorders for its other clients where: (i) such aggregation or bunching of orders is not inconsistent with the Fund's investment objectives, policies and procedures and (ii) the allocation of the securities so purchased or sold, as well as the allocation of expenses incurred in any such transaction, shall be madebytheSub-AdviserinamannerthatcomplieswiththeSub-Adviser'stradeallocationpolicies and procedures and is fair and equitable in the judgment of the Sub-Adviser and is consistent with the Sub-Adviser's fiduciary obligations to the Fund and each of its otherclients.

4.Books,RecordsandRegulatoryFilings.

(a)The Sub-Adviser agrees to maintain and to preserve for the applicable periods any such records as are required to be maintained by the Sub-Adviser with respect to the Fund by the 1940 Act and rules adopted thereunder, and by any other applicable laws, rules and regulations. The Sub-Adviser further agrees that all records that it maintains for the Fund are the property of the Fund and it will promptly surrender any of such records upon request; provided, however, that the Sub-Adviser may retain copies of such records for the applicable periods they are required by law to beretained.

(b)TheSub-Adviseragreesthatitshallfurnishtoregulatoryauthoritieshaving the requisite authority any information or reports in connection with its services hereunder that may be requested by such regulatory authorities in order to determine whether the operations of theFundarebeingconductedinaccordance withapplicablelaws,rulesandregulations.

(c)TheSub-AdvisershallmakeallfilingswiththeSECrequiredof itpursuant to Section 13 of the 1934 Act with respect to its duties as are set forth herein. The Sub-Adviser alsoshallmakeallrequiredfilingsonSchedule13Dor13GandForm13F(aswellasotherfilings triggered by ownership in securities under other applicable laws, rules and regulations) in respect of the Fund as may be required of the Fund due to the activities of the Sub-Adviser. The Sub­ AdvisershallfiletheForm13FwithrespecttosecuritiesheldintheFunds,asapplicable.

5.Class Action Filings. The Sub-Adviser is not responsible for making any class action filings on behalf of theFund.

6.StandardofCare,LimitationofLiability;IndemnificationandInsurance.

(a)The Sub-Adviser shall exercise its best judgment in rendering the services underthisAgreement.TheSub-Advisershallnotbeliableforanyerrorofjudgmentormistakeof law or for any loss suffered by the Fund, the Adviser, or affiliated persons of the Adviser or the Fund in connection with the matters to which this Agreement relates except a loss resulting from theSub-Adviser'swillfulmisfeasance,badfaithornegligenceintheperformanceofitsobligations andduties,orbyreasonofitsrecklessdisregardofitsobligationsandduties,underthisAgreement; provided, however, that nothing herein shall be deemed to protect or purport to protect the Sub­ AdviseragainstanyliabilitytotheAdviseroritsaffiliatesfor,andtheSub-Advisershallindemnify and hold harmless the Adviser and its affiliates from, any and all claims, losses, expenses, obligations and liabilities (including reasonable attorney's fees) to which any of the Adviser or its affiliates may become subject arising out of or resulting from (i) the Sub-Adviser causing a Fund to be in material violation of any applicable federal or state law, rule or regulation or in violation of any investment policy or restriction set forth in such Fund's current Registration Statement or the most current written guidelines, investment policies or instruction provided in writing by the Board or the Adviser in advance to Sub-Adviser, (ii) any untrue statement of a material fact contained in the Registration Statement, proxy materials, reports, advertisements, sales literature, or other materials pe1taining to the Sub-Adviser or the Fund managed by the Sub-Adviser or the omission to state therein a material fact known to the Sub-Adviser that was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Adviser or the Fund by theSub-Adviser

inwritingforusetherein; (iii)amaterialbreachofamaterialtermofthisAgreementbytheSub­ Adviser; or (iv) any willful misfeasance, bad faith, gross negligence or reckless disregard on the part of the Sub-Adviser in the performance of its duties and obligations under this Agreement (except to the extent such loss results from Adviser's or the Fund's own willful misfeasance, bad faith, gross negligence or reckless disregard in the performance of their respective duties and obligations under the Advisory Agreement or this Agreement). Notwithstanding the foregoing, nothing containedinthisAgreement shallconstitute awaiverorlimitationofrightsthattheFund mayhaveunderfederalorstatesecuritieslaws.

(b)TheSub-AdvisershallnotseeksatisfactionofanyobligationfromtheFund or its shareholders. Nor shall the Sub-Adviser seek satisfaction of any such obligation from the trustees of the Fund (each, a "Trustee" and, together, the "Trustees") or any individual Trustee or anyofficers.

(c)AsusedinthisSection6,theterm"Sub-Adviser"shallincludeanyofficers, directors, employees, independent contractors or other affiliates of the Sub-Adviser performing services with respect to theFund.

(d)The Adviser agrees to indemnify and hold harmless the Sub-Adviser from and against any and all claims, losses, expenses, obligations and liabilities (including reasonable attorney'sfees)towhichtheSub-Advisermaybecomesubjectarisingoutoforresultingfrom,the Adviser's willful misfeasance, bad faith or gross negligence in the performance of its obligations anddutiesunderthisAgreement,orbyreasonofitsrecklessdisregardofitsobligationsandduties under this Agreement (except to the extent such loss results from the Sub-Adviser's own willful misfeasance,badfaith,grossnegligenceorrecklessdisregardintheperformanceofitsdutiesand obligations under this Agreement), or a material breach of a material term of this Agreement by theAdviser;provided,however,thatnothinghereinshallbedeemedtoprotectorpurporttoprotect the Adviser against any liability to the Sub-Adviser or its affiliates for, and the Adviser shall indemnify and hold harmless the Sub-Adviser and its affiliates from, any and all claims, losses, expenses,obligationsandliabilities(includingreasonableattorney'sfees)towhichanyoftheSub­ Adviseroritsaffiliatesmaybecomesubjectarisingoutoforresultingfrom(i)theAdvisercausing aFundtobeinmaterial violationofanyapplicablefederalorstatelaw,ruleorregulation,(ii)any untrue statement of a material fact contained in the Registration Statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund or the omission to state therein a material fact known to the Adviser that was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was not made in reliance upon information furnished to the Adviser or the Fund by the Sub-Adviser in writing for use therein; or (iii) any willful misfeasance, bad faith, gross negligence or reckless disregard on the part of the Adviser in the performance of its duties and obligations under this Agreement (except to the extent such loss results from Sub-Adviser's own willful misfeasance, bad faith, gross negligence or reckless disregard in the performance of their respective duties and obligations under the Advisory Agreement or this Agreement). Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Sub­ Advisermayhaveunderfederalorstatesecurities laws.

(e)Inconnectionwiththeliabilityandindemnificationprovisionscontainedin this Section 6 of the Agreement,  the parties hereby  acknowledge  andagree that the other party

shall not be liable nor indemnify for any indirect, special, incidental or consequential damages or other indirect losses, or for any action or omission of any unaffiliated third party, including any broker or dealer or other entity not within the parties' direct supervision or control.

(f)The Sub-Adviser shall maintain errors and omissions insurance coverage and fidelity insurance coverage, each in the amounts as reasonably necessary to meet obligations underthisAgreement,andfrominsuranceproviderstbatareintbebusinessofregularlyproviding insurance coverage to investment advisers. The Sub-Adviser shall provide written notice to tbe Adviser(i)ofanymaterialchangesinitsinsurancepoliciesorinsurancecoveragetbatwilldirectly affecttbeFundortheAdviser;or(ii)ifanymaterialclaimswillbemadeonitsinsurancepolicies withrespecttotheFund.Furthermore,itshalluponrequestprovidetotheAdviseranyinformation itmayreasonablyrequireconcerningtheamountoforscopeofsuchinsurance.

7.Compensation. The Sub-Adviser shall be compensated for the services rendered pursuant to this Agreement as follows: the Adviser shall pay the Sub-Adviser, no later than the sixtieth(60th)dayfollowingtheendofeachquarter,afeebasedonthenetassetsattributabletothe Fund, in accordance with the terms set forth on Schedule A attached hereto, as may be amended from time totime.

8.Expenses. The Sub-Adviser will bear all expenses in connection with the performanceofitsservicesunderthisAgreement;provided,however,theSub-Advisershallnotbe responsibleforthefollowing expenses:(a)interestexpenses,dividendexpensesandacquiredfund fee expenses, (b) taxes, (c) brokerage commissions and other costs in connection with purchase or sale of securities or other investments, and (d) custodian fees and expenses. In addition, the Sub­ Advisershallbearallexpenses andcostsoftheFund (including reasonableattorney'sfees),ifany, arising out of an assignment of this Agreement caused by a change of control or management of the Sub-Adviser, including the preparation and mailing of any information statement to shareholders required pursuant to guidance or regulatory action from the SEC, or the preparation, mailing, solicitation and other costs associated with the use of a proxy statement relating to a shareholdervoteinrespectofanewsub-advisoryagreement.TheforegoingobligationsoftheSub­ Adviser shall apply in any circumstance in which the Adviser, in consultation with internal or outside counsel to the Fund, deems that an actual or possible assignment of this Agreement has or may occur, and determines that an information statement should be used, or a vote of shareholders should be obtained, as the case maybe.

9.Services to Other Companies or Accounts. The investment advisory services of the Sub-AdvisertotheFundunderthisAgreementarenottobedeemedexclusive,andtheSub-Adviser shall be free to render similar services to other investment companies and clients (whether or not their investment objective and policies are similar those of the Fund) and to engage in other activities.IftheSub-Adviserprovidesanyadvicetoitsclientsconcerninginvestmentintheshares of the Fund, the Sub-Adviser shall act solely for such clients in that regard and not in any way on behalf of the Adviser or theFund.

10.Compliance Matters.

(a)The Sub-Adviser understands and agrees that it is a "service provider" to the Fund as contemplated by Rule 38a-l  under the 1940 Act. As such, the Sub-Adviser agreesto

cooperate fully with the Adviser and the Fund and its Trustees and officers, including the Fund's CCO,withrespectto(i)anyandallcompliance-relatedmatters,and(ii)theFund'seffortstoassure thateachofitsserviceprovidersadoptsandmaintains policiesandproceduresthatarereasonably designed topreventviolationofthe"federalsecuritieslaws"(asthattermisdefined byRule3Sa­

l)bytheFund,theAdviserandtheSub-Adviser.Inthisregard,theSub-Advisershall:

(I)as reasonably requested and after consultation with the Adviser, submit to the Board for its consideration and approval, the Sub-Adviser's compliance program, it being understood that the Sub-Adviser's obligation under Section 2(e) of this Agreement to vote all proxies solicited by or with respect to the issuers of securities in which the assets of the Fund may be invested shall be subject to the fulfillment of the conditionthattheBoardapprovetheSub-Adviser'sproxyvotingpoliciesandprocedures;

(2)submitannually(andatsuchothertimesastheFundmayreasonably request) to the Fund's CCO and the Adviser for consideration by the Board, the Sub­ Adviser's Annual Compliance Report discussing the adequacy and effectiveness of the Sub-Adviser'scomplianceprogram,andfullydescribinganymaterialamendmentstosuch complianceprogramsincethemostrecentsuchreport;

(3)provideperiodicrep011s,certificationsandinformationconcerning the Sub-Adviser's compliance program to the Adviser including, but not limited to, the following:

(i)QuarterlyComplianceCertifications,includinganyrequired attachments, nolaterthanthetenth(10th)businessdayaftereachcalendar quarter;

(ii)Annual Survey to Sub-Advisers, including any required attachments, no later than the twentieth (20th) business day of February each year, providedthatAdviserhasprovidedSub-Adviserthedocumentation sufficientlyin advance for Sub-Adviser to comply with the timing requirement under this item (ii);and

(iii)Annual Report on Code of Ethics Matters, including any required attachments, no later than the tenth (10th) business day of February each year.

(4)providetheAdviserandtheFundanditsTrusteesandofficerswith reasonableaccesstoinformationregardingtheSub-Adviser'scomplianceprogram,which access shall include on-site visits with the Sub-Adviser as may be reasonably requested from time totime;

(5)permit the Adviser and the Fund and its Trustees and officers to maintain an active working relationship with the Sub-Adviser's compliance personnel by, among other things, providing the Adviser and the Fund's CCO and other officers with reasonable access to individuals within the Sub-Adviser's organization to discuss and address compliance-relatedmatters;

(6)provide the Adviser and its chief compliance officer and the Fund and its Trustees and officers, including the Fund's CCO, with such certifications as may be reasonably requested;and

(7)reasonably cooperate with any independent registered public accounting firm engaged by the Fund or the Adviser, ensure that all reasonably necessary information and the appropriate personnel are made available to such independent registered public accounting firm, to support the expression of the independent registered publicaccountingfirm'sopinion,andeachyearprovidetheAdviserandsuchindependent registered public accounting firm with a copy of the most recent SSAE 16 Report, if any, or its equivalent, prepared by the Sub-Adviser's independent auditors regarding the Sub­ Adviser's internal controls.

(b)The Sub-Adviser represents, warrants and covenants that it has implemented andshallmaintainacomplianceprogramtomeettherequirementsofRule206(4)-7 under the AdvisersAct.

11.Representations and Warranties and Agreements. The Adviser represents and warrantsto theSub-Adviser, onanon-going basis,that:

(a)The Fund is a "Qualified Purchaser" within the meaning of Investment Company Act of 1940;and

(b)TheFundisa"QualifiedEligiblePerson"asdefinedinCFTCRule4.7,and is either a member of, or exempt from any requirement to become a member of, the National FuturesAssociation, andwillmaintainandrenewsuchmembershiporexemption duringtheterm of thisAgreement.

Further, the Adviser and the Sub-Adviser agree as follows:

(c)The Adviser acknowledges that the Sub-Adviser has been authorized to investinderivativesfortheFundinaccordance withtheFund'sinvestmentobjective and policies as stated in the Registration Statement. To the extent so authorized, the Adviser agrees that the Sub-Adviser,ontheFund'sbehalf,andonsuchtermsastheSub-Adviserdeemsappropriate,with prior telephonic or email notice to and in consultation with the Adviser, may take any all such steps as may be required or pe1mitted by the rules and regulations and/or by appropriate market practice to engage in derivatives transactions, including entering into ISDA agreements, clearing agreements, completing documentation, including documentation for clearing facilities, making representationsandgranting,andproviding orexecutingcounterparty documentationandaccount openingdocumentation ontheFund'sbehalf,onsuchtermsastheSub-Adviserdeemsappropriate, in consultation with theAdviser.

(d)Further, subject to the limitations under 'the 1940 Act, the Adviser on requestoftheSub-AdviserortheSub-Advisermay,actingasagentontheFund'sbehalf,agreeto a collateral mechanism with counterparties in the market and instruct the custodian to advance cashorsecuritiesascollateraltoanaccountdesignated bytheFund'scustodianandcounterparty,

broker and/or futures commission merchant ("FCM") (as applicable) to meet margin/collateral payments if and to the extent required by the rules of exchanges or markets on which such instruments are dealt or as may have been agreed in any master agreement or other contract with a counterparty, including with respect to agency MBS collateral. The Adviser authorizes the Sub­ Adviser, to the extent required by regulatory agencies or market practice, to reveal its and/or the Fund's identity and address to any counterparty, broker or FCM through which or with which financialderivativesandforeignexchangeinsh·umentsaretradedorcleared.TheSub-Advisermay use such clearing firm as it deems appropriate to clear its derivatives transactions. The Adviser covenants that the Fund has full capacity to invest in financial derivatives and foreign exchange instruments.

(e)The Sub-Adviser (which is registered with the CFTC as a Commodity Trading Adviser)intendstooperatetheFundasanexempt accountunder CFTC Rule4.5.

PURSUANT TO AN EXEMPTION FROM THE COMMODITY FUTURES TRADING COMMISSION IN CONNECTION WITH ACCOUNTS OF QUALIFIED ELIGIBLE PERSONS, THIS AGREEMENT IS NOT REQUIRED TO BE, AND HAS NOT BEEN, FILED WITH THE COMMODITY FUTURES TRADING COMMISSION. THE COMMODITY FUTURES TRADING COMMISSION DOES NOT PASS UPON THE MERITS OF PARTICIPATING IN A TRADING PROGRAM OR UPON THE ADEQUACY OR ACCURACY OF COMMODITY TRADING ADVISOR DISCLOSURE. CONSEQUENTLY, THE COMMODITY FUTURES TRADING COMMISSION HAS NOT REVIEWED OR APPROVED THIS AGREEMENT.

12.Duration andTermination.

(a)ThisAgreementshallbeeffectiveimmediatelyasofthedatesetforthabove and shall continue in effect for two years thereafter, unless sooner terminated as provided herein, and shall continue year to year thereafter, provided each continuance is specifically approved at leastannuallyby(i)thevoteofamajority oftheTrusteesor(ii)avoteofa"majority"(asdefined in the 1940 Act) of the Fund's outstanding voting securities, provided that in either event the continuance is also approved by a majority of the Trustees who are neither (A) parties to this Agreement nor (B) "interested persons" (as defined in the 1940 Act) of any party to this Agreement, by vote cast in person (to the extent required by the 1940 Act) at a meeting called for the purpose of voting on suchapproval.

(b)ThisAgreementisterminablewithrespecttotheFund,withoutpenalty,on sixty (60) days' written notice to the Sub-Adviser: (i) by the Fund, pursuant to (A) action by the Board or (B) the vote of the holders of a "majority" (as defined in the 1940 Act) of the shares of the Fund or (ii) by the Adviser. This Agreement is terminable with respect to the Fund, without penalty, by the Sub-Adviser upon ninety (90) days' written notice to the Adviser and the Fund. In addition, this Agreement will terminate with respect to the Fund in the event of the termination of the Advisory Agreement with respect to the Fund. This Agreement will be terminated automatically in the event of its "assignment" (as defined in the 1940Act).

(c)In the event of a termination of this Agreement for any reason with respect totheFund,theSub-Advisershallreasonablycooperate withanytransitionmanagerorsuccessor

investment sub-adviser and with the Adviser in transitioning the management of that portion of the Fund to one or more new sub-advisers or to the Adviser, including, without limitation, providing the transition manager, at such intervals as the transition manager may request, with a listofholdingsforsuchportionoftheFundandsuchotherinformationasrequiredbythetransition managementagreement,intowhichtheAdviserandthetransitionmanagerwill,atthattime,enter. The Sub-Adviser shall deliver to Adviser all periodic compliance reports, certifications and information applicable to the period of Sub-Adviser's services provided under this Agreement, includingannualcompliancereportsandcertifications.

(d)Termination of this Agreement shall not affect the rights or obligations of theAdviser,theAdviserIndemniteesandtheSub-AdviserunderSection6ofthisAgreement.

13.UseofName.

(a)Subject to the terms of a license agreement between the Adviser and Schroders plc, which shall be dispositive, the Sub-Adviser hereby consents to the use of its name andthenamesof itsaffiliatesintheFund'snameandtheFund'sdisclosuredocuments,shareholder communications, advertising, sales literature and similar communications; provided that Adviser shallprovideSub-Adviseracopyofanysuchmaterialsforitspriorapproval;provided,however, thattheSub-Adviser shallapproveallusesofitsnameandthatofitsaffiliateswhichmerelyrefer inaccuratetermstoitsappointmenthereunderorwhicharerequiredbytheSECorotherregulatory body; and provided, further, that in no event shall such approval be unreasonably withheld. The Sub-Adviser shall not use the name or any tradename, trademark, trade device, service mark, symbol or any abbreviation, contraction or simulation thereof of the Adviser, the Fund, or any of their affiliates ("Adviser Marks") in its marketing materials unless it first receives prior written approval of the Fund and the Adviser; provided, that Sub-Adviser shall be permitted to use the Adviser Marks once prior written approval is obtained as long as the marketing materials and use ofsuchAdviserMarksdoesnotdiffermateriallyfromwhatwaspreviouslyapprovedbyAdviser.

(b)It is understood that the name of each party to this Agreement, and any derivatives thereof or logos associated with that name, is the valuable property of the party in questionanditsaffiliates,andthateachotherparty hastherighttousesuchnamespursuanttothe relationship created by, and in accordance with the terms of, this Agreement only so long as this Agreementshallcontinueineffect.UponterminationofthisAgreement,thepartiesshallforthwith cease to use the names of the other parties (or any derivative or logo) as appropriate and to the extentthatcontinueduseisnotrequired byapplicablelaws,rulesand regulations.

14.ConfidentialInformation.

(a)Each party agrees that, from and after the date of this Agreement, it will treat confidentially all information provided by any other party (the "Discloser") regarding the Discloser's businesses and operations, including without limitation the investment activities or holdings of the Fund ("Confidential Information"), subject to the Fund's policies on disclosure of portfolioholdingsandexceptionsthereto.AllConfidentialInformationprovidedbytheDiscloser shall be used by the other party hereto (the "Recipient") solely for the purposes of rendering servicespursuanttothisAgreement,andshallnotbedisclosedtoanythirdparty,withouttheprior consent of the Discloser, except for a limited  number of employees,  attorneys, accountantsand

otheradvisersoftheRecipientanditsaffiliatesonaneed-to-knowbasisandsolelyforthepurposes ofrenderingservicesunderthisAgreement.

(b)ConfidentialInformationshallnotincludeanyinformationthat:(i)ispublic when provided or thereafter becomes public through no wrongful act of the Recipient; (ii) is demonstrably known to the Recipient prior to the date of this Agreement and is not otherwise subject to a contractual, fiduciary or other legal obligation of confidentiality to Discloser; (iii) is independentlydevelopedbytheRecipientthroughnowrongfulactoftheRecipientintheordinary courseofbusinessoutsideofthisAgreement;or(iv)hasbeenrightfullyandlawfullyobtainedby the Recipient from any third party, unless such third party owes a duty of confidentiality to the discloser.

In the event that the Recipient is requested or required (by deposition, interrogatories, requestsforinformationordocumentsinlegalproceedings,subpoenas,civilinvestigativedemand or similar process), in connection with any proceeding, to disclose any of the Discloser's Confidential Information, the Recipient will give the Discloser prompt written notice of such request or requirement to allow the Discloser an opportunity to obtain a protective order or otherwise obtain assurances that confidential treatment will be accorded to such Confidential Information. In the event that such protective order or other remedy is not obtained, disclosure shall be made of only that pmiion of the Confidential Information that is legally required to be disclosed.AllConfidential Informationdisclosedasrequiredbylawshallnonethelesscontinueto bedeemedConfidential Information.Theaboveprovisionsshallnotapplyifthedisclosureismade to a regulatory examiner or self-regulatory examiner in the course of such examiner's routine examination or inspection of the Recipient, provided that Recipient gives the Discloser prompt noticeofsuchdisclosureafteritismadetotheexaminer.

15.Amendment.ThisAgreementmayonlybeamendedinwritingsignedbytheparties to this Agreement in a manner that is in accordance with applicable laws, rules and regulations, as modifiedorinterpretedbyanyapplicableorder,exemptiverelieforinterpretativereleaseissuedby the SEC. The amendment of Schedule A to this Agreement for the sole purpose of making non­materialchangestotheinformationincludedintheScheduleshallnotbedeemedanamendmentof thisAgreementrequiringtheapprovalofshareholdersoftheFund.

16.Notices.Allnoticeshereundershallbeprovidedinwriting.Noticesshallbedeemed given if delivered in person or by messenger, certified mail with return receipt, or by a reputable overnight delivery service that provides evidence of receipt to the parties; upon receipt if sent by fax;oruponreadreceiptorreplyifdeliveredbyemail,atthefollowingaddresses:

If to theAdviser:

Hartford Funds Management Company LLC

690 Lee Road

Wayne, PA 19087 Attn:LegalDepartment

If to the Fund:

Hartford Schroders Opportunistic Income Fund

690 Lee Road

Wayne, PA 19087

Attn.:LegalDepartment

If to the Sub-Adviser:

Schroder Investment Management North America Inc.

7 Bryant Park

New York, NY 10018

Attn.: Legal Department

uslegal@schroders.com

17.Miscellaneous.

(a)This Agreement constitutes the full and complete agreement of the parties hereto with respect to the subject matterhereof.

(bl Titles or captions of sections in this Agreement are inserted only as a matter ofconvenienceandforreference,andinnowaydefine,limit,extendordescribethescopeofthis Agreement or the intent of any provisionsthereof.

(c)      This Agreement  may be executed in  several  counterparts, all of which togethershallfor all purposes constituteoneAgreement,bindingonalltheparties.

(d)ThisAgreementandtherightsandobligationsofthepartieshereundershall be governed by, and interpreted, construed and enforced in accordance with the laws of the State ofNewYork,withoutgivingeffecttothechoiceof lawprovisionsofthatoranyotherjurisdiction. To the extent that the applicable laws of the State of New York conflict with the applicable provisions ofthe1940Act,thefattershallcontrol.Thepartiesirrevocablyconsenttosubmittothe jurisdictionofanyfederal orstatecourt sittingintheStateofNewYork.

(e)If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected hereby and,tothisextent,theprovisionsofthisAgreementshall bedeemedtobeseverable.

(f)Notwithstanding anything herein to the contrary, the Sub-Adviser shall be an independent contractor. Nothing herein shall be construed as constituting the Sub-Adviser as anagentoftheAdviser,theFund,excepttotheextentexpresslyauthorizedbythisAgreement.

18.Third-Party Beneficiaries. The sole parties to this Agreement are the Adviser and the Sub-Adviser, and the Adviser and the Fund are the sole beneficiaries of the Sub-Adviser's services hereunder. The parties to this Agreement do not intend for this Agreement to benefit any other third party, including without limitation a record owner or beneficial owner of the Fund's shares that is not expressly identified as a party to this Agreement. The terms of this Investment ManagementAgreement maybeenforcedsolelybyapartytothisAgreement.

[Signature  page follows]

IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their officers designated below as of the date first set forth above.

HARTFORD FUNDS MANAGEMENT COMPANY, LLC

By: /s/ Vernon J. Meyer

Name: Vernon J. Meyer

Title: Chief Investment Officer

SCHRODERINVESTMENTMANAGEMENT NORTHAMERICA                      C.

By: /s/ Joseph Bertini

Name: Joseph Bertini

Title: Authorized Signatory

By: /s/ Carin F. Muhlbaum

Name: Carin F. Muhlbaum

Title: Authorized Signatory

SCHEDULE A

Fees Paid to the Sub-Adviser

This Schedule A to that certain Sub-Advisory Agreement by and between Hartford Funds Management Company, LLC and Schroder Investment Management North American Inc., dated September 30, 2019, is effective as of September 30, 2019.

The Sub-Adviser's fee for the Fund shall be accrued daily at 11365th of the applicable per annum rate set forth below:

Fund	Per Annum Rate
Hartford Schroders Opportunistic Income Fund	First $1billion	0.6500%
	Over $1 billion	0.6000%

TheforegoingperannumratetobepaidbyAdvisertotheSub-Adviser fortheFundshallbebased on the net assets attributable to theFund.

For the purpose of accruing compensation, the nets assets of the Fund shall be determined in the mannerandonthedatessetforthinthecurrent prospectusoftheFund,and,ondatesonwhichthe netassetsarenotsodetermined, thenetassetvaluecomputationtobeusedshallbeasdetermined onthenextdayonwhichthenetassetsshallhavebeendetermined.

In the event of termination of this Agreement with respect to the Fund, all compensation due through the date of such termination will be calculated on a pro-rated basis through the date of such termination and paid within sixty (60) business days of the date of termination.

ADVISORY CONTRACTS

INVESTMENT MANAGEMENT AGREEMENT

ThisAgreement ismadebyandbetweenHartford FundsManagementCompany,LLC,aDelaware limited liability company (the "Adviser"), and the Hartford Schroders Opportunistic Income Fund, a Delaware statutory trust (the "Fund"), on its ownbehalf.

WHEREAS,theAdviserhasagreedtofurnishinvestmentadvisory,managementandadministrative services to the Fund, a closed-end management investment company registered under the Investment Company Act of 1940, as amended (the "1940 Act");and

WHEREAS, the Fund and the Adviser wish to enter into this Agreement setting forth the investment advisory, management and administrative services to be performed by the Adviser for the Fund and the tenns and conditions under which such services will be performed; and

WHEREAS,thisAgreement hasbeenapprovedinaccordancewiththeprovisionsofthe1940Act, and the Adviser is willing to furnish such services upon the terms and conditions herein setforth.

NOW,  THEREFORE,   in  consideration   of  the  promises   and  the  mutual   agreements herein

contained, the parties hereto agree as follows:

I.            GeneralProvision

TheFundherebyemploystheAdviserandtheAdviserherebyundertakestoactastheinvestment managerofthe FundandtoperformfortheFundsuchotherdutiesandfunctionsasarehereinafterset forthandsuchotherdutiesasmaybenecessaryorappropriate inconnectionwithitsservicesasinvestment manager.TheAdvisershall,inallmatters,givetotheFundanditsBoardofTrusteesthebenefitofitsbest judgment, effort, advice and recommendations and shall at all times conform to, and use its best efforts to enabletheFundtoconformto(i)theprovisionsofthe1940Actandanyrulesorregulationsthereunder;

(ii)anyotherapplicableprovisionsofstateorfederallaw;(iii)theprovisionsoftheAmendedandRestated Declaration of Trust and By-Laws of the Fund as amended from time to time; (iv) the policies and determinations of the Board of Trustees of the Fund; (v) the fundamental policies and investment restrictions of the Fund as reflected in the Fund's registration statement under the 1940 Act or as such policiesmay,fromtimetotime,beamended bytheFund'sshareholders;(vi)theProspectus andStatement of Additional lnformation of the Fund in effect from time to time; and (vii) any exemptive relief granted by the U.S. Securities and Exchange Commission ("SEC"). The appropriate officers and employees of the Adviser shall be available upon reasonable notice for consultation with any of the Trustees and officers of the Fund with respect to any matters dealing with the business and affairs of the Fund including the valuation  of  anysecurities.

2.Investment ManagementServices

In its capacity as investment manager to the Fund, the Adviser shall have the following duties:

(a)Subject to the direction and control by the Fund's Board of Trustees, the Adviser shall regularly provide, or shall cause to be provided, the Fund with investment research, advice and supervision and will  furnish  continuously  an investment program for the Fund consistent with the investment objectives and policies of the Fund, including but not limitedto:

1.Providing and, as necessary, re-eva1uating and updating the investment objectives and parameters, asset classes, and risk profile of theFund;

2.Determining, from time to time and subject to the provisions of Section 4 hereof, what securities and other financial instruments shall be purchased for the Fund, what securities or other financial instruments shall be held or sold by the Fund, and what portion of the Fund's assets shall be held uninvested, subject always to the provisions of the Fund's Amended and Restated Declaration of Trust and By-Laws and of the 1940 Act, and to the investment objectives, policies and restrictions of theFund,eachasshallbefromtimetotimeineffect,andsubject,further, to such policies and restrictions as the Fund's Board of Trustees may from time to timeestablish.

3.Monitoring the Fund's performance and exammmg and recommendingwaystoimprovetheperformanceoftheFund,including by scrutinizing security selection, style focus, sector concentration, marketcappreference,andprevailingmarketconditions;

4.Monitoring subadvisers to confirm their compliance with the Fund's investment strategies and policies, for any changes that may impact the Fund or the subadvisers' operations or overall business continuity, for their adherence to legal and compliance procedures, for any litigation enforcement or regulatory matters relating to the subadvisers,andwithrespecttothesubadvisers'brokeragepracticesand tradingquality;

5.Conducting periodic on-site due diligence meetings as well as othermeetingswithsubadvisers;

6.Researching, selecting, and making recommendations to replace subadvisers or portfolio managers, and assisting in managing the transitionprocesswhensubadvisersorportfoliomanagersareappointed, terminated,  orreplaced.

(b)The Adviser shall provide, or shall cause to be provided,  such economic and statistical data relating to the Fund and such information concerning important economic, political and other developments  as the Adviser shall deem  appropriate  or  as shall be requested  by the  Fund's Board ofTrustees.

(c)TheAdvisershalladviseandassisttheofficersoftheFundintakingsuch stepsasarenecessaryorappropriate tocarryoutthedecisionsoftheFund'sBoard of Trustees and the appropriate committees of the Board regarding the conduct of thebusinessoftheFundinsofarasitrelatestotheFund

3.Administrative  and ManagementServices

(a)In addition to the performance  of investment advisory services  and subject to the supervision of the Fund's Board of Trustees, the Adviser shall  regularly provide,orshallcausetobeprovided,suchadministrativeandmanagementservices as may from time to time be requested by the Fund as necessary for the operation of the Fund  including, but not limitedto:

I. assisting in the supervision of all aspects of the Fund's operation, including the supervision and coordination of all matters relating to the functionsofthecustodian,transferagentorothershareholderservicing agents   (if   any),   accountants,   attorneys   and   other   partiesperforming

services or operational functions  for the Fund,  including serving as the

liaison between such service providers and the Fund's Board of Trustees;

2.draftingandnegotiatingallaspectsofagreementsandamendments withthecustodian,transferagentorothershareholderservicingagents(if any)fortheFund;

3.providing the Fund with the services of persons, who may be the Adviser's officers or employees, competent to serve as officers of the Fund and to perform such administrative and clerical functions as are necessary in order to provide effective administration for the Fund, including the preparation and maintenance ofrequired reports, books and records of theFund;

4.providing the Fund with adequate office space, facilities, equipment,personnelandrelatedservicesfortheeffectiveadministration oftheaffairsoftheFundascontemplatedinthisAgreement;

5.preparation and production of meeting materials for the Fund's Board of Trustees, as well as such other materials as the Board  of Trustees may from time to time reasonably request, including in connection with the Board's annual review of the Fund's investment management agreement, the subadvisory agreements, and related agreements;

6.coordinating and overseeing the preparation and filing with the SEC of registration statements, notices, shareholder reports, proxy statements and other material for the Fund required to be filed under applicablelaw;

7.developing and implementing compliance programs for the Fund, developing and implementing procedures for monitoring compliance with the Fund's investment objectives, policies and guidelines and with applicable regulatory requirements, and preparing reports to the Board concerning  compliancematters;

8.providing day-to-day legal and regulatory support for the Fund in connection with the administration of the affairs of the Fund, including but not limited to providing advice on legal, compliance, regulatory and operationalissues,advicerelatingtolitigationinvolvingtheFundand/or its trustees or officers, and procuring legal services for the Fund and supervising the work of outside legalcounsel;

9.assisting the Fund in the handling of regulatory examinations and working with the Fund's legal counsel in response to non-routine regulatorymatters;

10.making reports to the Board of the Adviser's performance of its obligations hereunder and furnish advice and recommendations with respecttosuchotheraspectsofthebusinessandaffairsoftheFundasthe Advisershalldeterminetobedesirable;

11.preparing Board materials and Board reports generally and provide such other information or assistance to the Board as may be necessary from time totime;

12.maintaining and preserving or overseeing the maintenance and preservationof,asapplicable,therecordsspecifiedintheFundagreements not maintained by other Fund service providers and any other  records related to the Fund's transactions as are required under any applicable state or federalsecurities;

13.preparingsuchinformationandreportsasmay berequiredbyany banksfromwhichtheFundborrowsfunds;

14.performing  due  diligence  on third-party  service  providersand

negotiating service agreements  with those third-parties; and

15.providingsuchotherservicesasthepartiesheretomayagreeupon from time to time for the efficient operation of theFund.

4.Sub-Advisers andSub-Contractors

The Adviser, upon approval of the Board of Trustees, may engage one or more investment advisersthatareregisteredassuchundertheInvestmentAdvisersActof1940,asamended,toactassub­ adviser and provide certain services set forth in Section 2 hereof with respect to the Fund, all as shall be subject to approval in accordance with the requirements of the 1940 Act and as such requirements  may be modified by rule, regulation or order of the SEC. Each sub-adviser shall perform its duties subject to the direction and control of the Adviser. Subject to the discretion and control of the Fund's Board of Trustees, the Adviser wil1 monitor, supervise and oversee each sub-adviser's management of the Fund's investmentoperationsinaccordancewiththeinvestmentobjectivesandrelatedinvestmentpoliciesofthe Fund, as set forth in the Fund's registration statement  with the SEC, and review and report to the Board of Trustees periodically on the performance of each sub-adviser and recommend action as appropriate. In addition,theAdvisermayengageotherpartiestoassistitwithanyoftheadministrativeandmanagement services set forth in Section 3above.

5.BrokerageTransactions

Inconnectionwiththepurchasesorsalesofportfoliosecuritiesorotherfinancialinstrumentsfor the account of the Fund, neither the Adviser, nor any of its partners, trustees, officers or employees nor any sub-adviser engaged by the Adviser pursuant to Section 4 hereof will act as principal or agent or receive any commission. The Adviser, a sub-adviser engaged by the Adviser, or the agent of the Adviser or a sub-adviser, shall arrange for the placing of all orders for the purchase and sale of portfolio securities and other financial instruments for the Fund's account with brokers or dealers selected by the Adviser or a sub-adviser, as applicable. In the selection of such brokers or dealers and the placing of such orders, the Adviser or a sub-adviser, as applicable, will use its best efforts to obtain the most favorable execution and net security price available for the Fund. It is understood that it is desirable for the Fund that the Adviser or sub-adviser have access to supplemental investment and market research and security and economic analyses provided by certain brokers who may execute brokerage transactions at a higher cost to the Fund than may result when allocating brokerage to other brokers on the basis of seeking the most favorable priceandefficientexecution.ltisalsounderstoodthattheservicesprovidedbysuchbrokersmaybeuseful to the Adviser or sub-adviser in connection with Adviser's or sub-adviser's services to other clients. Subject to and in accordance with any directions that the Fund's Board of Trustees  may issue from time to time the Adviser or a sub-adviser, as applicable, may also be authorized to effect individual securities transactions at commission rates in excess of the minimum commission rates available, if the Adviser or the sub-adviser, as applicable, determines  in good faith that such amount of commission is reasonablein

relation to the value of the brokerage or research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser's or the sub-adviser's overall responsibilities with respect to the Fund and other advisory clients. The Adviser's services to the Fund pursuant to this Investment Management Agreement are not deemed to be exclusive and it is understood that the Adviser may render investment advice, management and other services to others.

6.Allocation of Charges andExpenses

The Adviser will pay all costs incurred by the Adviser in connection with the performance of its duties under Section 2 of this Investment Management Agreement. The Adviser wi11 not be required to bear any expenses of the Fund other than those specifically allocated to the Adviser in this Section 6. In particular, but without limiting the generality of the foregoing, the Adviser will not be required to pay expensesrelatedto:(i)interestandtaxes;(ii)brokeragecommissions;(iii)premiumsforfidelityandother insurance coverage requisite to the Fund's operations; (iv) the fees and expenses of its non-interested trustees;(v)legal,auditandfundaccountingexpenses;(vi)custodianandtransferagentfeesandexpenses;

(vii) expenses incident to the repurchase of its shares; (viii) fees and expenses related to the registration under federal and state securities laws of shares of the Fund for public sale; (ix) expenses of printing and mailingprospectuses,reports,noticesandproxymaterialtoshareholdersoftheFund;(x)allotherexpenses incidental to holding meetings of the Fund's shareholders; and (xi) such extraordinary non-recurring expensesasmayarise,includinglitigationaffectingtheFundandanyobligationwhichtheFundmayhave to indemnify its officers and Trustees with respect thereto. Any officer or employee of the Adviser or of any entity controlling, controlled by or under common control with the Adviser, who may also serve as officers, trustees or employees of the Fund shall not receive any compensation from the Fund for their services, with the exception of the chief compliance officer of the Fund, who may be compensated by the Fund for services provided to theFund.

7.Compensation  of theAdviser

For all services to be rendered, the Fund 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,  as set forth in Schedule A to this Agreement, as it may be amended from time to time:

The Adviser, or an affiliate of the Adviser, may agree to subsidize the Fund to any level that the Adviser, or any such affiliate, may specify. Any such undertaking may be modified or  discontinued  at any time except to the extent the Adviser explicitly agrees to maintain such undertaking for a specified period.

If it is necessary to calculate the fee for a period of time that is less than a month, then the fee shall be (i) calculated at the annual rates provided in Schedule A but prorated for the number of days elapsed in the month in question as a percentage of the total number of days in such month, (ii) based upon the average of the Fund's daily net asset value for the period in question, and (iii) paid within a reasonable time after the close of such period. The "daily net asset value" of the Fund shall be determined on the basis set forth in the Fund's prospectus(es) or otherwise consistent with the 1940 Act and the regulations promulgated thereunder.

8.Liability of theAdviser

(a)TheAdvisershallnotbeliableforanylossorlossessustainedbyreasonofany investmentincludingthepurchase,holdingorsaleofanysecurity,orwithrespecttothe administrationoftheFund,aslongastheAdvisershallhaveactedingoodfaithandwith due care; provided, however, that no provision in this Agreement shall be deemed to protect the Adviser against any liability to the Fund or its shareholders by reason of its willful misfeasance, bad faith or gross negligence in the performance of its duties or by reasonofitsrecklessdisregardofitsobligationsanddutiesunderthisAgreement.

(b)The rights of exculpation and indemnification are not to be construed so as to provide for exculpation or indemnification provided under 8(a) of any person for any liability (including liability under U.S. federal securities laws that, under certain circumstances,imposeliabilityevenonpersons thatactingoodfaith)totheextent(but only to the extent) that exculpation or indemnification would be in violation of applicable law, but will be construed so as to effectuate the applicable provisions of thissectiontothemaximumextentpermittedbyapplicable law.

9.DurationofAgreement

(a)This Agreement shall be effective with respect to the Fund as of September 30, 2019, and shall continue through the period ending two years from such date. This Agreement, unless sooner terminated in accordance with 9(b) below, shall continue in effect from year to year thereafter provided  that its continuance  is specifically  approved at least annually(!) by a vote ofa majority of the members of the Board of Trustees of theFundorbyavoteofamajorityoftheoutstandingvotingsecuritiesoftheFund,and

(2) in either event, by the vote of a majority of the members of the Fund's Board of Trustees who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on this Agreement.

(b)ThisAgreement(I)maybeterminatedatanytimewithoutthepaymentofany penalty either by a vote of a majority of the members of the Board of Trustees of the Fund or by a vote of a majority of the Fund's outstanding voting securities, on sixty days' prior written notice to the Adviser; (2) shall immediately terminate in the event ofitsassignment and(3)maybeterminatedbytheAdviseronsixtydays'prior written notice to the Fund, but such termination will not be effective until the Fund shall have contracted with one or more persons to serve as a successor investment adviser for the Fundandsuchperson(s)shallhaveassumedsuchposition.

(c)AsusedinthisAgreement,theterms"assignment","interestedperson" and "vote of majority of the Fund's outstanding voting securities" shall have the meaningssetforthforsuchtermsinthe1940Act,asamended.

(d)AnynoticeunderthisAgreementshallbegiveninwriting,addressedand delivered, or mailed postpaid, to the other party to this Agreement to whom such notice  is to be given at such party's  currentaddress.

10.OtherActivities

Nothing in this Agreement shall limit or restrict the right of any trustee, officer, or employee of the Adviser to engage in any other business or to devote his or her time and attention in part to the managementorotheraspectsofanyotherbusiness, whetherofasimilarnatureoradissimilarnature,nor to limit or restrict the right of the Adviser  to engage  in any other business  or to render services  of  any  kind to  any other corporation,  firm  individual orassociation.

11.InvalidProvisions

If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby.

12.GoverningLaw

To  the  extent that federal  securities  laws do not apply, this Agreement  and all performance

hereunder shall be governed by the laws of the State of New York, which apply to contracts made and to

be performed in the State of New York. To the extent that the applicable laws of the State of New York conflict with the applicable provisions of the 1940 Act, the latter shall control.

13.Amendments

No provision of this Agreement may be changed, waived, discharged, or terminated orally, but on]y by an instrument in writing signed by the party against whom enforcement of the change, waiver, discharge, or termination is sought, and no amendment of this Agreement will be effective until approved in a manner consistent with the 1940 Act and rules and regulations under the 1940 Act and any applicable SEC exemptive  order from such rules and  regulations.  Any such instrument signed by the Fund must be

(a) approved by the vote of a majority of the Trustees who are not parties to this Agreement or "interested persons" of any party to this Agreement, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the  vote ofamajority of the Trustees of the Fund, or by the vote ofa  majority of the outstanding voting securities of the Fund. The amendment of Schedule A to this Agreement for the sole purpose of making non-material changes to the information included in the Schedule shall not be deemed an amendment of thisAgreement.

14.No Third PartyBeneficiaries

This Agreement is not intended and shall not convey any rights, privileges, claims or remedies to any

person other than a party to this Agreement and its respective  successors and permitted assigns.

15.EntireAgreement

This Agreement, including the schedule hereto, constitutes the entire understanding between the partiespertainingtothesubjectmatterhereofandsupersedesanyprioragreementbetweenthepartieson this subjectmatter.

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IN WITNESS  WHEREOF, the parties hereto have caused this Agreement to be executed as of September 30, 2019.

Hartford Funds Management Company, LLC

/s/ Gregory A. Frost                    

By: Gregory A. Frost

Title: Chief Financial Officer

Hartford Schroders Opportunistic Income Fund

/s/ Thomas R. Phillips                

By: Thomas R. Phillips

Title: VicePresidentand Secretary

Schedule A Fees

This Schedule A to that certain Investment Management Agreement by and between Hartford Funds Management Company, LLC, The Hartford Mutual Funds, Inc. and The Harford Mutual Funds 11, Inc. dated September 30, 2019, is effective as of September 30, 2019.

Hartford Schroders Opportunistic Income Fund

Average Daily Net AssetsAnnual Rate

First $1billion                                  1.1500%

AmountOver  $1billion                 1.1000%