The Hartford Mutual Funds, Inc., et al., 61353-61354 [2017-27807]

Download as PDF Federal Register / Vol. 82, No. 247 / Wednesday, December 27, 2017 / Notices • Send an email to rule-comments@ sec.gov. Please include File Number SR– Phlx–2017–104 on the subject line. • Send paper comments in triplicate to Secretary, Securities and Exchange Commission, 100 F Street NE, Washington, DC 20549–1090. All submissions should refer to File Number SR–Phlx–2017–104. This file number should be included on the subject line if email is used. To help the Commission process and review your comments more efficiently, please use only one method. The Commission will post all comments on the Commission’s internet website (http://www.sec.gov/ rules/sro.shtml). Copies of the submission, all subsequent amendments, all written statements with respect to the proposed rule change that are filed with the Commission, and all written communications relating to the proposed rule change between the Commission and any person, other than those that may be withheld from the public in accordance with the provisions of 5 U.S.C. 552, will be available for website viewing and printing in the Commission’s Public Reference Room, 100 F Street NE, Washington, DC 20549, on official business days between the hours of 10:00 a.m. and 3:00 p.m. Copies of the filing also will be available for inspection and copying at the principal office of the Exchange. All comments received will be posted without change. Persons submitting comments are cautioned that we do not redact or edit personal identifying information from comment submissions. You should submit only information that you wish to make available publicly. All submissions should refer to File Number SR–Phlx–2017–104 and should be submitted on or before January 17, 2018. For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.16 Eduardo A. Aleman, Assistant Secretary. daltland on DSKBBV9HB2PROD with NOTICES BILLING CODE 8011–01–P 16 17 CFR 200.30–3(a)(12). VerDate Sep<11>2014 21:43 Dec 26, 2017 Jkt 244001 Notice of an application under Section 6(c) of the Investment Company Act of 1940 (‘‘Act’’) for an exemption from Section 15(a) of the Act and Rule 18f–2 under the Act, as well as from certain disclosure requirements in Rule 20a–1 under the Act, Item 19(a)(3) of Form N–1A, Items 22(c)(1)(ii), 22(c)(1)(iii), 22(c)(8) and 22(c)(9) of Schedule 14A under the Securities Exchange Act of 1934, and Sections 6– 07(2)(a), (b), and (c) of Regulation S–X (‘‘Disclosure Requirements’’). The requested exemption would permit an investment adviser to hire and replace certain sub-advisers without shareholder approval and grant relief from the Disclosure Requirements as they relate to fees paid to the subadvisers. The order would supersede a prior order.1 APPLICANTS: The Hartford Mutual Funds, Inc.; The Hartford Mutual Funds II, Inc.; Hartford Series Fund, Inc.; Hartford HLS Series Fund II, Inc.; Hartford Funds Exchange-Traded Trust; Hartford Funds NextShares Trust; and Hartford Funds Master Trust (collectively, the ‘‘Hartford Companies’’), each either a Maryland corporation or a Delaware statutory trust registered under the Act as an open-end management investment company with multiple series, and each of HIMCO Variable Insurance Trust (‘‘HVI Trust’’) and Lattice Strategies Trust (‘‘LS Trust’’), each a Delaware statutory trust and each also registered under the Act as an open-end management investment company with multiple series (together, the ‘‘Trusts’’ and collectively with the Hartford Companies, the ‘‘Companies’’); Hartford Funds Management Company, LLC (‘‘HFMC’’), a Delaware limited liability company; Hartford Investment Management Company (‘‘HIMCO’’), a Delaware corporation; and Lattice Strategies LLC (‘‘Lattice’’), a Delaware limited liability company, each registered as an investment adviser under the Investment Advisers Act of 1940 (each, an ‘‘Adviser’’ and together with the Companies, the ‘‘Applicants’’). FILING DATES: The application was filed October 13, 2015, and amended on March 21, 2016, September 30, 2016, February 10, 2017, and November 14, 2017. HEARING OR NOTIFICATION OF HEARING: An order granting the application will be issued unless the Commission orders a hearing. Interested persons may request a hearing by writing to the Commission’s Secretary and serving applicants with a copy of the request, personally or by mail. Hearing requests should be received by the Commission by 5:30 p.m. on January 15, 2018, and should be accompanied by proof of service on the applicants, in the form of an affidavit or, for lawyers, a certificate of service. Pursuant to Rule 0–5 under the Act, hearing requests should state the nature of the writer’s interest, any facts bearing upon the desirability of a hearing on the matter, the reason for the request, and the issues contested. Persons who wish to be notified of a hearing may request notification by writing to the Commission’s Secretary. ADDRESSES: Secretary, U.S. Securities and Exchange Commission, 100 F Street NE, Washington, DC 20549–1090. Applicants: Walter F. Garger, Hartford Funds Management Company, LLC and Lattice Strategies LLC, 690 Lee Road, Wayne, PA 19087; and Brenda J. Page, Hartford Investment Management Company, One Hartford Plaza, Hartford, CT 06155. FOR FURTHER INFORMATION CONTACT: Stephan N. Packs, Senior Counsel, at (202) 551–6853, or David J. Marcinkus, Branch Chief, at (202) 551–6825 (Division of Investment Management, Chief Counsel’s Office). SUPPLEMENTARY INFORMATION: The following is a summary of the application. The complete application may be obtained via the Commission’s website by searching for the file number of an applicant using the Company name box, at http://www.sec.gov/ search/search.htm or by calling (202) 551–8090. 1 In the Matter of Fortis Series Fund, Inc. and Fortis Advisers, Inc., Investment Company Act Release Nos. 24158 (November 23, 1999) (notice) and 24211 (December 21, 1999) (order) (the ‘‘Prior Order’’). If the requested order is granted, SubAdvised Series currently relying on the Prior Order may continue to do so, other than with respect to Wholly-Owned Subadvisers. Shareholder approval shall be required before such Series can rely on the relief requested with respect to Wholly-Owned Subadvisers. Paper Comments [FR Doc. 2017–27831 Filed 12–26–17; 8:45 am] 61353 Summary of the Application 1. HFMC will serve as the investment adviser to the Hartford Companies, HIMCO will serve as the investment adviser to the HVI Trust, and Lattice will serve as the investment adviser to the LS Trust, pursuant to an investment advisory agreement with, respectively, the Hartford Companies, the HVI Trust, SECURITIES AND EXCHANGE COMMISSION [Investment Company Act Release No. 32944; 812–14564] The Hartford Mutual Funds, Inc., et al. December 20, 2017. Securities and Exchange Commission (‘‘Commission’’). ACTION: Notice. AGENCY: PO 00000 Frm 00103 Fmt 4703 Sfmt 4703 E:\FR\FM\27DEN1.SGM 27DEN1 61354 Federal Register / Vol. 82, No. 247 / Wednesday, December 27, 2017 / Notices daltland on DSKBBV9HB2PROD with NOTICES and the LS Trust (the ‘‘Advisory Agreement’’).2 The Adviser will provide the Funds with continuous and comprehensive investment management services subject to the supervision of, and policies established by, each Fund’s board of directors or trustees, as applicable (‘‘Board’’). The Advisory Agreement permits the Adviser, subject to the approval of the Board, to delegate to one or more sub-advisers (each, a ‘‘Sub-Adviser’’ and collectively, the ‘‘Sub-Advisers’’) the responsibility to provide the day-to-day portfolio investment management of each Fund, subject to the supervision and direction of the Adviser. The primary responsibility for managing the Funds will remain vested in the Adviser. The Adviser will hire, evaluate, allocate assets to and oversee the Sub-Advisers, including determining whether a SubAdviser should be terminated, at all times subject to the authority of the Board. 2. Applicants request an exemption to permit the Adviser, subject to Board approval, to hire certain Sub-Advisers pursuant to Sub-Advisory Agreements and materially amend existing SubAdvisory Agreements without obtaining the shareholder approval required under Section 15(a) of the Act and Rule 18f– 2 under the Act.3 Applicants also seek an exemption from the Disclosure Requirements to permit a Fund to disclose (as both a dollar amount and a percentage of the Fund’s net assets): (a) The aggregate fees paid to the Adviser and any Wholly-Owned Sub-Advisers; and (b) the aggregate fees paid to NonAffiliated Sub-Advisers (collectively, ‘‘Aggregate Fee Disclosure’’). For any Fund that employs an Affiliated SubAdviser, the Fund will provide separate disclosure of any fees paid to the Affiliated Sub-Adviser. 3. Applicants agree that any order granting the requested relief will be subject to the terms and conditions stated in the Application. Such terms and conditions provide for, among other 2 Applicants request relief with respect to the named Applicants, any existing or future Series of the Companies, and any Sub-Advised Series. For purposes of the requested order, ‘‘successor’’ is limited to an entity that results from reorganization into another jurisdiction or a change in the type of business organization. 3 The requested relief will not extend to any SubAdviser, other than a Wholly-Owned Sub-Adviser, that is an affiliated person, as defined in Section 2(a)(3) of the Act, of a Fund or an Adviser, other than by reason of serving as a sub-adviser to one or more of the Funds (‘‘Affiliated Sub-Adviser’’). Each future Series shall obtain shareholder approval (including formal approval of the initial shareholder(s)) of the Manager of Managers Structure (including with respect to Wholly-Owned Subadvisers), prior to relying on the requested relief. VerDate Sep<11>2014 21:43 Dec 26, 2017 Jkt 244001 safeguards, appropriate disclosure to Fund shareholders and notification about sub-advisory changes and enhanced Board oversight to protect the interests of the Funds’ shareholders. 4. Section 6(c) of the Act provides that the Commission may exempt any person, security, or transaction or any class or classes of persons, securities, or transactions from any provisions of the Act, or any rule thereunder, if such relief is necessary or appropriate in the public interest and consistent with the protection of investors and purposes fairly intended by the policy and provisions of the Act. Applicants believe that the requested relief meets this standard because, as further explained in the Application, the Advisory Agreements will remain subject to shareholder approval, while the role of the Sub-Advisers is substantially similar to that of individual portfolio managers, so that requiring shareholder approval of SubAdvisory Agreements would impose unnecessary delays and expenses on the Funds. Applicants believe that the requested relief from the Disclosure Requirements meets this standard because it will improve the Adviser’s ability to negotiate fees paid to the SubAdvisers that are more advantageous for the Funds. For the Commission, by the Division of Investment Management, under delegated authority. Eduardo A. Aleman, Assistant Secretary. [FR Doc. 2017–27807 Filed 12–26–17; 8:45 am] BILLING CODE 8011–01–P SECURITIES AND EXCHANGE COMMISSION [Release No. 34–82371; File No. SR–OCC– 2017–811] Self-Regulatory Organizations; The Options Clearing Corporation; Notice of Filing of Advance Notice Concerning Proposed Changes to The Options Clearing Corporation’s Margin Methodology December 20, 2017. Pursuant to Section 806(e)(1) of Title VIII of the Dodd-Frank Wall Street Reform and Consumer Protection Act, entitled Payment, Clearing and Settlement Supervision Act of 2010 (‘‘Clearing Supervision Act’’) 1 and Rule 19b–4(n)(1)(i) under the Securities Exchange Act of 1934 (‘‘Act’’),2 notice is hereby given that on November 13, 2017, The Options Clearing Corporation 1 12 2 17 PO 00000 U.S.C. 5465(e)(1). CFR 240.19b–4(n)(1)(i). Frm 00104 Fmt 4703 Sfmt 4703 (‘‘OCC’’) filed with the Securities and Exchange Commission (‘‘Commission’’) an advance notice as described in Items I and II below, which Items have been prepared by OCC. The Commission is publishing this notice to solicit comments on the advance notice from interested persons. I. Clearing Agency’s Statement of the Terms of Substance of the Advance Notice This advance notice is filed in connection with proposed changes to OCC’s margin methodology to move away from the existing monthly data source provided by its current vendor and towards obtaining and incorporating daily price and returns (adjusted for any corporate actions) data of securities to estimate accurate margins.3 This would be further supported by enhancing OCC’s econometric model applied to different risk factors; 4 improving the sensitivity and stability of correlation estimates between them; and enhancing OCC’s methodology around the treatment of securities with limited historical data. OCC also proposes to make a few clarifying and clean-up changes to its margin methodology unrelated to the proposed changes described above. The proposed changes to OCC’s Margins Methodology document are contained in confidential Exhibit 5 of the filing. The proposed changes are described in detail in Item III below. The proposed changes do not require any changes to the text of OCC’s ByLaws or Rules. All terms with initial capitalization that are not otherwise defined herein have the same meaning as set forth in the OCC By-Laws and Rules.5 II. Clearing Agency’s Statement of the Purpose of, and Statutory Basis for, the Advance Notice In its filing with the Commission, OCC included statements concerning the purpose of and basis for the advance notice and discussed any comments it received on the advance notice. The text of these statements may be examined at the places specified in Item IV below. OCC has prepared summaries, set forth in sections A and B below, of the most significant aspects of these statements. 3 OCC also has filed a proposed rule change with the Commission in connection with the proposed changes. See SR–OCC–2017–022. 4 The use of risk factors in OCC’s margin methodology is discussed in more detail in the Description of the Proposed Change section below. 5 OCC’s By-Laws and Rules can be found on OCC’s public website: http://optionsclearing.com/ about/publications/bylaws.jsp. E:\FR\FM\27DEN1.SGM 27DEN1

Agencies

[Federal Register Volume 82, Number 247 (Wednesday, December 27, 2017)]
[Notices]
[Pages 61353-61354]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2017-27807]


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SECURITIES AND EXCHANGE COMMISSION

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


The Hartford Mutual Funds, Inc., et al.

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

ACTION: Notice.

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    Notice of an application under Section 6(c) of the Investment 
Company Act of 1940 (``Act'') for an exemption from Section 15(a) of 
the Act and Rule 18f-2 under the Act, as well as from certain 
disclosure requirements in Rule 20a-1 under the Act, Item 19(a)(3) of 
Form N-1A, Items 22(c)(1)(ii), 22(c)(1)(iii), 22(c)(8) and 22(c)(9) of 
Schedule 14A under the Securities Exchange Act of 1934, and Sections 6-
07(2)(a), (b), and (c) of Regulation S-X (``Disclosure Requirements''). 
The requested exemption would permit an investment adviser to hire and 
replace certain sub-advisers without shareholder approval and grant 
relief from the Disclosure Requirements as they relate to fees paid to 
the sub-advisers. The order would supersede a prior order.\1\
---------------------------------------------------------------------------

    \1\ In the Matter of Fortis Series Fund, Inc. and Fortis 
Advisers, Inc., Investment Company Act Release Nos. 24158 (November 
23, 1999) (notice) and 24211 (December 21, 1999) (order) (the 
``Prior Order''). If the requested order is granted, Sub-Advised 
Series currently relying on the Prior Order may continue to do so, 
other than with respect to Wholly-Owned Subadvisers. Shareholder 
approval shall be required before such Series can rely on the relief 
requested with respect to Wholly-Owned Subadvisers.

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

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

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

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

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

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

Summary of the Application

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

[[Page 61354]]

and the LS Trust (the ``Advisory Agreement'').\2\ The Adviser will 
provide the Funds with continuous and comprehensive investment 
management services subject to the supervision of, and policies 
established by, each Fund's board of directors or trustees, as 
applicable (``Board''). The Advisory Agreement permits the Adviser, 
subject to the approval of the Board, to delegate to one or more sub-
advisers (each, a ``Sub-Adviser'' and collectively, the ``Sub-
Advisers'') the responsibility to provide the day-to-day portfolio 
investment management of each Fund, subject to the supervision and 
direction of the Adviser. The primary responsibility for managing the 
Funds will remain vested in the Adviser. The Adviser will hire, 
evaluate, allocate assets to and oversee the Sub-Advisers, including 
determining whether a Sub-Adviser should be terminated, at all times 
subject to the authority of the Board.
---------------------------------------------------------------------------

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

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