As filed with the Securities and Exchange Commission on March 23, 2021
File Nos. 002-11387/811-00558
File Nos. 002-11387/811-00558
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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Pre-Effective Amendment No.
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Post-Effective Amendment No. 163
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and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
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Amendment No.
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THE HARTFORD MUTUAL FUNDS II, INC.
(Exact Name of Registrant as Specified in Charter)
690 Lee Road
Wayne, Pennsylvania 19087
(Address of Principal Executive Offices) (Zip Code)
(Address of Principal Executive Offices) (Zip Code)
Registrant’s Telephone Number, including Area Code: (610) 386-4068
Thomas R. Phillips, Esquire
Hartford Funds Management Company, LLC
690 Lee Road
Hartford Funds Management Company, LLC
690 Lee Road
Wayne, Pennsylvania 19087
(Name and Address of Agent for Service)
(Name and Address of Agent for Service)
Copy to:
John V. O’Hanlon, Esquire
Dechert LLP
One International Place, 40th Floor
100 Oliver Street
Boston, Massachusetts 02110-2605
John V. O’Hanlon, Esquire
Dechert LLP
One International Place, 40th Floor
100 Oliver Street
Boston, Massachusetts 02110-2605
This Post-Effective Amendment No. 163 to the Registration Statement on Form N-1A (File No. 002-11387) is being filed pursuant to Rule 462(d) under the Securities Act of 1933, as amended, solely for the purpose of adding exhibits to such Registration Statement. Accordingly, this Post-Effective Amendment No. 163 consists only of a facing page, this explanatory note, and Part C of the Registration Statement on Form N-1A. This Post-Effective Amendment No. 163 does not change the form of the Prospectus or Statement of Additional Information relating to Post-Effective Amendment No. 161 filed electronically on January 28, 2021 with the Securities and Exchange Commission (the “SEC”). As permitted by Rule 462(d), this Post-Effective Amendment No. 163 shall become effective upon filing with the SEC.
d.(iii).b(i)
d.(iii).b(ii)
Amendment Number 3 to the Sub-Sub-Advisory Agreement between Schroder Investment Management North America Inc. and Schroder Investment Management North America Limited (incorporated by reference to Post-Effective Amendment No. 157 to Registration Statement on Form N-1A (File No. 002-11387) filed on February 28, 2020)
d.(iii).b(iii)
Form of Amendment Number 4 to the Sub-Sub-Advisory Agreement between Schroder Investment Management North America Inc. and Schroder Investment Management North America Limited (incorporated by reference to Post-Effective Amendment No. 159 to Registration Statement on Form N-1A (File No. 002-11387) filed on March 31, 2020)
d.(iii).b(iv)
Form of Amendment Number 5 to the Sub-Sub-Advisory Agreement between Schroder Investment Management North America Inc. and Schroder Investment Management North America Limited (incorporated by reference to Post-Effective Amendment No. 162 to Registration Statement on Form N-1A (File No. 002-11387) filed on February 26, 2021)
h.(iv).a
Third Amendment to the Amended and Restated Global Securities Lending Agency Agreement with Citibank, N.A. dated October 1, 2019 (incorporated by reference to Exhibit h.(v).a of Hartford Funds Exchange-Traded Trust Post-Effective Amendment No. 26 to its Registration Statement on Form N-1A (File No. 333-215165) filed on November 25, 2020)
k.
Not Applicable
l.
Not Applicable
o.
Not Applicable
p.(i)
Code of Ethics of Hartford Funds Management Company, LLC, Lattice Strategies LLC, Hartford Funds Distributors, LLC and The Hartford-Sponsored Funds dated May 1, 2020 (incorporated by reference to Post-Effective Amendment No. 162 to Registration Statement on Form N-1A (File No. 002-11387) filed on February 26, 2021)
Item 29. Persons Controlled by or Under Common Control with Registrant
The Funds do not control any other person. As of February 28, 2021, each of Hartford Schroders China A Fund, Hartford Multifactor International Fund and Hartford Multifactor Large Cap Value Fund may be deemed to be under common control with each other due to The Hartford Financial Services Group’s (“The Hartford”) beneficial ownership of 25% or more of the outstanding shares of each such Fund. Each of these Funds would also be under common control of any other entity controlled by The Hartford. The Hartford is organized under the laws of the State of Delaware.
Item 30. Indemnification
Article V, paragraph (f) of the Registrant’s Articles of Amendment and Restatement provides that the Registrant shall indemnify (i) its directors and officers to the full extent required or permitted by law and (ii) other employees and agents to such extent authorized by the Registrant’s board of directors or bylaws and as permitted by law; provided, however, that no such indemnification shall protect any director or officer of the Registrant against any liability to the Registrant or its shareholders to which he would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his office. The rights of indemnification contained in Article V are not exclusive to any other rights to which any officer, director or employee seeking indemnification may be entitled.
Subsection (b) of Section 2-418 of the General Corporation Law of Maryland permits a corporation to indemnify any person who was or is party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that he is or was a director, officer, employee or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or enterprise, against reasonable expenses (including attorneys’ fees), judgments, penalties, fines and amounts paid in settlement actually incurred by him in connection with such action, suit or proceeding unless it is proved that: (i) the act or omission of the person was material to the cause of action adjudicated in the proceeding and was committed in bad faith or was the result of active and deliberate dishonesty; (ii) the person actually received an improper personal benefit of money, property or services; or (iii) with respect to any criminal action or proceeding, the person had reasonable cause to believe his act or omission was unlawful.
Indemnification under subsection (b) of Section 2-418 may not be made by a corporation unless authorized for a specific proceeding after a determination has been made that indemnification is permissible in the circumstances because the party to be indemnified has met the standard of conduct set forth in subsection (b). This determination shall be made (i) by the Board of Directors by a majority vote of a quorum consisting of directors not, at the time, parties to the proceeding, or, if such quorum cannot be obtained, then by a majority vote of a committee of the Board consisting solely of two or more directors not, at the time, parties to such proceeding and who were duly designated to act in the matter by a majority vote of the full Board in which the designated directors who are parties may participate; (ii) by special legal counsel selected by the Board of Directors or a committee of the Board by vote as set forth in subparagraph (i), or, if the requisite quorum of the full Board cannot be obtained therefor and the committee cannot be established, by a majority vote of the full Board in which any director who is a party may participate; or (iii) by the stockholders (except that shares held by directors who are parties to the specific proceeding may not be voted). A court of appropriate jurisdiction may also order indemnification if the court determines that a person seeking indemnification is entitled to reimbursement under subsection (b).
Section 2-418 further provides that indemnification provided for by Section 2-418 shall not be deemed exclusive of any rights to which the indemnified party may be entitled; and permits a corporation to purchase and maintain insurance on behalf of a director, officer, employee or agent of the corporation against any liability asserted against or incurred by such person in any such capacity or arising out of such person’s status as such whether or not the corporation would have the power to indemnify such person against such liabilities under Section 2-418.
Insofar as indemnification for liability arising under the Securities Act of 1933, as amended (the “Act”) may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person in connection with the securities being registered), the Registrant undertakes that it will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the questions whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
The Registrant’s various agreements with its service providers provide for indemnification.
Item 31. Business and Other Connections of Investment Adviser
Hartford Funds Management Company, LLC (“HFMC”) serves as investment adviser to certain series of the Registrant. The executive officers of HFMC are listed in the investment adviser registration on Form ADV for HFMC (File No. 801-77209) and are hereby incorporated herein by reference thereto. The business and other connections of a substantial nature of each executive officer are given below.
Lattice Strategies LLC (“Lattice”), a wholly-owned subsidiary of HFMC, serves as investment adviser to certain series of the Registrant. The executive officers of Lattice are listed in the investment adviser registration on Form ADV for Lattice (File No. 801-63451) and are hereby incorporated herein by reference thereto. The business and other connections of a substantial nature of each executive officer are given below.
Name | Position with HFMC(1) | Position with Lattice(2) | Other Business |
James E. Davey | Senior Managing Director, Chairman of the Board, President and Manager | President, Chairman of the Board, and Manager | Executive Vice President of The Hartford Financial Services Group, Inc.(3) (“The Hartford”); Senior Managing Director, Chairman of the Board and Manager of Hartford Funds Distributors, LLC(4) (“HFD”); President, Senior Managing Director, Director and Chairman of the Board of Hartford Administrative Services Company(5) (“HASCO”); and President, Director, Chairman and Senior Managing Director of the Hartford Funds Management Group, Inc.(6) (“HFMG”) |
Name | Position with HFMC(1) | Position with Lattice(2) | Other Business |
Gregory A. Frost | Managing Director, Chief Financial Officer and Manager | Chief Financial Officer, Assistant Treasurer, and Manager | Director, Managing Director and Chief Financial Officer of HASCO; Manager, Managing Director and Chief Financial Officer of HFD; and Managing Director and Chief Financial Officer of HFMG |
Walter F. Garger | Secretary, Managing Director and General Counsel | General Counsel and Secretary | Secretary, Managing Director and General Counsel of HFD, HASCO and HFMG |
Theodore Lucas | None | Executive Vice President | Executive Vice President of HFMG |
Joseph G. Melcher | Executive Vice President and Chief Compliance Officer | Executive Vice President and Chief Compliance Officer | Executive Vice President of HASCO, HFD and HFMG |
Vernon J. Meyer | Chief Investment Officer and Managing Director | Senior Vice President – Investments | Managing Director of HFMG |
Anita Baldwin | Vice President | None | Vice President of HFMG |
Jeffrey T. Coghan | Vice President | None | Senior Vice President of HFD and HFMG |
Amy N. Furlong | Vice President and Assistant Treasurer | None | Vice President of HFMG |
Allison Z. Mortensen | Vice President | None | Vice President of HFMG |
Christopher Morvant | Vice President | None | None |
Shannon O’Neill | Vice President and Controller | None | Vice President and Controller of HASCO and HFMG; Financial and Operations Principal (FINOP), Vice President and Controller of HFD |
Alice A. Pellegrino | None | Vice President and Assistant Secretary | Vice President of HFMG |
Kevin F. Barnett | Assistant Secretary | Assistant Secretary | Assistant Secretary of HFMG and HFD |
Name | Position with HFMC(1) | Position with Lattice(2) | Other Business |
Eapen A. Chandy | Assistant Vice President and Assistant Treasurer | Assistant Vice President and Assistant Treasurer | Assistant Vice President and Assistant Treasurer of HASCO, HFD, HFMG, The Hartford, and Hartford Investment Management Company(7) (“HIMCO”) |
Michael J. Fixer | Assistant Vice President and Assistant Treasurer | Assistant Vice President and Assistant Treasurer | Assistant Treasurer and Assistant Vice President of HASCO, HFD, and HFMG |
Audrey E. Hayden | Assistant Secretary | Assistant Secretary | Assistant Secretary of HASCO, HFD, HFMG, and HIMCO |
Kathleen E. Jorens | Treasurer | Treasurer | Treasurer of HASCO and HFMG; Treasurer and Senior Vice President of HIMCO and The Hartford; Senior Vice President and RPG Business Line Principal of HFD |
Elizabeth L. Kemp | Assistant Secretary | Assistant Secretary | Assistant Secretary of HFD, HFMG, and HIMCO |
Timothy M. Ligay | Assistant Secretary | Assistant Secretary | Assistant Secretary of HASCO, HFD, HFMG, and HIMCO |
Gissell Novas | Assistant Secretary | Assistant Secretary | Assistant Secretary of HASCO, HFD, HFMG, and HIMCO |
Keith R. Percy | Vice President | Vice President | Vice President of HASCO, HFD, HFMG, and HIMCO; Head of Corporate Tax and Senior Vice President of The Hartford |
Holly P. Seitz | Assistant Secretary | Assistant Secretary | Assistant Secretary of HASCO, HFD, HFMG, and HIMCO |
(1)
The principal business address for HFMC is 690 Lee Road, Wayne, Pennsylvania 19087.
(2)
The principal business address for Lattice is 690 Lee Road, Wayne, Pennsylvania 19087.
(3)
The principal business address for The Hartford is One Hartford Plaza, Hartford, Connecticut 06155.
(4)
The principal business address for HFD is 690 Lee Road, Wayne, Pennsylvania 19087.
(5)
The principal business address for HASCO is 690 Lee Road, Wayne, Pennsylvania 19087.
(6)
The principal business address for HFMG is 690 Lee Road, Wayne, Pennsylvania 19087.
(7)
The principal business address for HIMCO is One Hartford Plaza, Hartford, Connecticut 06155.
Wellington Management Company LLP (“Wellington Management”) serves as sub-adviser to certain series of the Registrant. The executive officers of Wellington Management are listed in the investment adviser registration on Form ADV for Wellington Management (File No. 801-15908) and are hereby incorporated herein by reference thereto. The officers of Wellington Management have been engaged during the past two fiscal years in no business, vocation, or employment of a substantial nature other than as directors, officers, or employees of Wellington Management or certain of its corporate affiliates.
Schroder Investment Management North America Inc. (“SIMNA”) and Schroder Investment Management North America Limited (“SIMNA Ltd.”) each serve as sub-adviser and sub-sub-adviser, respectively, to certain series of the Registrant. The executive officers of SIMNA and SIMNA Ltd. are listed in the respective investment advisers’ registration on Forms ADV (File No. 801-15834 and File No. 801-37163, respectively) and are hereby incorporated herein by reference thereto. The directors and officers of SIMNA and SIMNA Ltd. have been engaged during the past two fiscal years in no business, vocation, or employment of a substantial nature other than as directors, officers, or employees of SIMNA or certain of its corporate affiliates.
Mellon Investments Corporation (“Mellon”) serves as sub-adviser to certain series of the Registrant. The principal business address of Mellon is BNY Mellon Center, 201 Washington Street, Boston, Massachusetts 02108-4408. With respect to Mellon, the response to this Item is incorporated by reference on Form ADV for Mellon (File No. 801-19785) filed with the SEC.
Item 32. Principal Underwriters
(a)
Hartford Funds Distributors, LLC (“HFD”) serves as the principal underwriter for each series of the Registrant and is an indirect subsidiary of The Hartford Financial Services Group, Inc. HFD is also the principal underwriter for the series of The Hartford Mutual Funds, Inc., Hartford Series Fund, Inc., Hartford HLS Series Fund II, Inc., and Hartford Schroders Opportunistic Income Fund.
(b)
The directors and principal officers of HFD and their position with the Registrant are as follows:
Name and Principal Business Address* | Positions and Offices with Underwriter | Position and Offices with Registrant |
Kevin F. Barnett** | Assistant Secretary | None |
John F. Brennan | Senior Vice President | None |
Eapen A. Chandy** | Assistant Vice President and Assistant Treasurer | None |
Jeffrey T. Coghan | Senior Vice President | None |
James E. Davey | Chairman of the Board, Senior Managing Director and Manager | Director, President and Chief Executive Officer |
Andrew S. Decker | AML Officer | AML Compliance Officer |
Michael J. Fixer** | Assistant Vice President and Assistant Treasurer | None |
Gregory A. Frost | Chief Financial Officer, Managing Director and Manager | None |
Walter F. Garger | General Counsel, Managing Director and Secretary | Chief Legal Officer |
Audrey E. Hayden** | Assistant Secretary | None |
David S. Hescheles | Senior Vice President | None |
Lucinda Hottenstein | Assistant Vice President | None |
Keraya S. Jefferson | Chief Compliance Officer and Vice President | None |
Kathleen E. Jorens** | Senior Vice President / RPG Business Line Principal | None |
Elizabeth L. Kemp** | Assistant Secretary | None |
Timothy M. Ligay** | Assistant Secretary | None |
Joseph G. Melcher | Executive Vice President | Vice President and Chief Compliance Officer |
Gissell Novas** | Assistant Secretary | None |
Shannon O’Neill | Controller, Vice President and Financial and Operations Principal (FINOP) | None |
Keith R. Percy** | Vice President | None |
Holly P. Seitz** | Assistant Secretary | None |
Martin A. Swanson | President, Chief Executive Officer, Chief Marketing Officer, and Managing Director | None |
*
Unless otherwise indicated, principal business address is 690 Lee Road, Wayne, Pennsylvania 19087.
**
Principal business address is One Hartford Plaza, Hartford, Connecticut 06155.
(c)
Not Applicable
Item 33. Location of Accounts and Records
Books or other documents required to be maintained by the Registrant by Section 31(a) of the Investment Company Act of 1940, as amended and the rules promulgated thereunder are maintained by the Registrant’s custodian, sub-administrator, and sub-fund accounting agent, State Street Bank and Trust Company, One Lincoln Street, Boston, Massachusetts, 02111, the Registrant’s transfer agent, Hartford Administrative Services Company, 690 Lee Road, Wayne, Pennsylvania 19087, the Registrant’s investment managers, Hartford Funds Management Company, LLC and its wholly owned subsidiary, Lattice Strategies LLC, 690 Lee Road, Wayne, Pennsylvania 19087, and sub-transfer agent DST Asset Manager Solutions, Inc., 2000 Crown Colony Drive, Quincy, Massachusetts 02169.
Registrant’s corporate records are maintained at Hartford Funds Management Company, LLC, 690 Lee Road, Wayne, Pennsylvania 19087 and its financial ledgers are maintained at State Street Bank and Trust Company, One Lincoln Street, Boston, Massachusetts 02111.
Item 34. Management Services
Not Applicable
Item 35. Undertakings
Not Applicable
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant has duly caused this Post-Effective Amendment to the Registration Statement to be signed on its behalf by the undersigned, duly authorized, in the city of Wayne, and Commonwealth of Pennsylvania, on the 23rd day of March 2021.
THE HARTFORD MUTUAL FUNDS II, INC. | |
By: | /s/ James E. Davey* |
James E. Davey President |
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment to the Registration Statement has been signed below by the following persons in the capacities and on the date indicated.
Signature | Title | Date |
/s/ James E. Davey* James E. Davey | Director, President and Chief Executive Officer | March 23, 2021 |
/s/ David A. Naab** David A. Naab | Treasurer (Principal Financial Officer and Principal Accounting Officer) | March 23, 2021 |
/s/ Lynn S. Birdsong* Lynn S. Birdsong | Chairman of the Board and Director | March 23, 2021 |
/s/ Hilary E. Ackermann* Hilary E. Ackermann | Director | March 23, 2021 |
/s/ Robin C. Beery* Robin C. Beery | Director | March 23, 2021 |
/s/ Derrick D. Cephas* Derrick D. Cephas | Director | March 23, 2021 |
/s/ Christine R. Detrick* Christine R. Detrick | Director | March 23, 2021 |
/s/ Andrew A. Johnson, Jr.* Andrew A. Johnson, Jr. | Director | March 23, 2021 |
/s/ Paul L. Rosenberg* Paul L. Rosenberg | Director | March 23, 2021 |
/s/ Lemma W. Senbet* Lemma W. Senbet | Director | March 23, 2021 |
/s/ David Sung* David Sung | Director | March 23, 2021 |
*,** By:/s/ Thomas R. Phillips Thomas R. Phillips, Attorney-in-fact * Pursuant to Power of Attorney (filed on January 28, 2021) ** Pursuant to Power of Attorney (filed herewith) | March 23, 2021 |