
[Federal Register Volume 77, Number 157 (Tuesday, August 14, 2012)]
[Notices]
[Pages 48566-48567]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: 2012-19858]


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SECURITIES AND EXCHANGE COMMISSION

[Investment Company Act Release No. 30164; File No. 812-14024]


The Hartford Mutual Funds, Inc., et al.; Notice of Application

August 8, 2012.
AGENCY: Securities and Exchange Commission (``Commission'').

ACTION: Notice of an application under section 6(c) of the Investment 
Company Act of 1940 (``Act'') for an exemption from rule 12d1-2(a) 
under the Act.

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SUMMARY: Applicants request an order to permit open-end management 
investment companies relying on rule 12d1-2 under the Act to invest in 
certain financial instruments.
    Applicants: The Hartford Mutual Funds, Inc., The Hartford Mutual 
Funds II, Inc., Hartford Series Fund, Inc., Hartford HLS Series Fund 
II, Inc., Hartford Variable Insurance Trust I, Hartford Variable 
Insurance Trust II (collectively, the ``Companies''); Hartford 
Investment Financial Services, LLC, HL Investment Advisors, LLC, 
Hartford Investment Advisory Company, LLC (each, an ``Initial Adviser'' 
and collectively, the ``Initial Advisers''); and Hartford Securities 
Distribution Company, Inc.

DATES: Filing Date: The application was filed on April 11, 2012 and 
amended on July 30, 2012.
    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 September 4, 2012, and should be accompanied by proof of 
service on applicants, in the form of an affidavit or, for lawyers, a 
certificate of service. Hearing requests should state the nature of the 
writer's interest, 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: Elizabeth M. Murphy, Secretary, Securities and Exchange 
Commission, 100 F Street NE., Washington, DC 20549-1090; Applicants: 
200 Hopmeadow Street, Simsbury, Connecticut 06089.

FOR FURTHER INFORMATION CONTACT: Jill Ehrlich, Senior Counsel, at (202) 
551-6819, or David P. Bartels, Branch Chief, at (202) 551-6821 
(Division of Investment Management, Office of Investment Company 
Regulation).

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

Applicants' Representations

    1. Each of the Companies is organized as a Maryland corporation or 
a Delaware statutory trust and is or will be registered under the Act 
as an open-end management investment company. Each of the Initial 
Advisers is organized as a Delaware limited liability company and is or 
will be a registered investment adviser under the Investment Advisers 
Act of 1940 (``Advisers Act''). Each of the Initial Advisers is or may 
serve as the investment adviser to certain series of the Companies. 
Hartford Securities Distribution Company, Inc., a Connecticut 
corporation, is registered as a broker-dealer under the Securities 
Exchange Act of 1934 (``Exchange Act'') and is or will be the 
distributor for certain series of the Companies.\1\
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    \1\ Hartford Investment Financial Services, LLC will also serve 
as distributor for certain series of the Companies.
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    2. Applicants request the exemption to the extent necessary to 
permit any existing or future series of the Companies and any other 
registered open-end management investment company or series thereof 
that (i) is advised by an Initial Adviser or any person controlling, 
controlled by or under common control with an Initial Adviser (any such 
adviser, including an Initial Adviser, an ``Adviser''); \2\ (ii) is in 
the same group of investment companies as defined in section 
12(d)(1)(G) of the Act as the Companies; (iii) invests in other 
registered open-end management investment companies

[[Page 48567]]

(``Underlying Funds'') in reliance on section 12(d)(1)(G) of the Act; 
and (iv) is also eligible to invest in securities (as defined in 
section 2(a)(36) of the Act) in reliance on rule 12d1-2 under the Act 
(each a ``Fund of Funds''), to also invest, to the extent consistent 
with its investment objectives, policies, strategies and limitations, 
in financial instruments that may not be securities within the meaning 
of section 2(a)(36) of the Act (``Other Investments'').\3\ Applicants 
also request that the order exempt any entity, including any entity 
controlled by or under common control with an Adviser, that now or in 
the future acts as principal underwriter, or broker or dealer if 
registered under the Exchange Act, with respect to the transactions 
described in the application.
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    \2\ Each Adviser will be registered under the Advisers Act.
    \3\ Every existing entity that currently intends to rely on the 
requested order is named as an applicant. Any entity that relies on 
the order in the future will do so only in accordance with the terms 
and condition in the application.
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    3. Consistent with its fiduciary obligations under the Act, each 
Fund of Funds' board of trustees or directors will review the advisory 
fees charged by the Fund of Funds' Adviser to ensure that they are 
based on services provided that are in addition to, rather than 
duplicative of, services provided pursuant to the advisory agreement of 
any investment company in which the Fund of Funds may invest.

Applicants' Legal Analysis

    1. Section 12(d)(1)(A) of the Act provides that no registered 
investment company (``acquiring company'') may acquire securities of 
another investment company (``acquired company'') if such securities 
represent more than 3% of the acquired company's outstanding voting 
stock or more than 5% of the acquiring company's total assets, or if 
such securities, together with the securities of other investment 
companies, represent more than 10% of the acquiring company's total 
assets. Section 12(d)(1)(B) of the Act provides that no registered 
open-end investment company may sell its securities to another 
investment company if the sale will cause the acquiring company to own 
more than 3% of the acquired company's voting stock, or cause more than 
10% of the acquired company's voting stock to be owned by investment 
companies and companies controlled by them.
    2. Section 12(d)(1)(G) of the Act provides, in part, that section 
12(d)(1) will not apply to securities of an acquired company purchased 
by an acquiring company if: (i) The acquired company and acquiring 
company are part of the same group of investment companies; (ii) the 
acquiring company holds only securities of acquired companies that are 
part of the same group of investment companies, government securities, 
and short-term paper; (iii) the aggregate sales loads and distribution-
related fees of the acquiring company and the acquired company are not 
excessive under rules adopted pursuant to section 22(b) or section 
22(c) of the Act by a securities association registered under section 
15A of the Exchange Act or by the Commission; and (iv) the acquired 
company has a policy that prohibits it from acquiring securities of 
registered open-end investment companies or registered unit investment 
trusts in reliance on section 12(d)(1)(F) or (G) of the Act.
    3. Rule 12d1-2 under the Act permits a registered open-end 
investment company or a registered unit investment trust that relies on 
section 12(d)(1)(G) of the Act to acquire, in addition to securities 
issued by another registered investment company in the same group of 
investment companies, government securities, and short-term paper: (i) 
Securities issued by an investment company that is not in the same 
group of investment companies, when the acquisition is in reliance on 
section 12(d)(1)(A) or 12(d)(1)(F) of the Act; (ii) securities (other 
than securities issued by an investment company); and (iii) securities 
issued by a money market fund, when the investment is in reliance on 
rule 12d1-1 under the Act. For the purposes of rule 12d1-2, 
``securities'' means any security as defined in section 2(a)(36) of the 
Act.
    4. Section 6(c) of the Act provides that the Commission may exempt 
any person, security, or transaction from any provision of the Act, or 
from any rule under the Act, if such exemption is necessary or 
appropriate in the public interest and consistent with the protection 
of investors and the purposes fairly intended by the policies and 
provisions of the Act.
    5. Applicants request an order under section 6(c) of the Act for an 
exemption from rule 12d1-2(a) to allow the Funds of Funds to invest in 
Other Investments while investing in Underlying Funds. Applicants state 
that the Funds of Funds will comply with rule 12d1-2 under the Act, but 
for the fact that the Funds of Funds may invest a portion of their 
assets in Other Investments. Applicants assert that permitting the 
Funds of Funds to invest in Other Investments as described in the 
application would not raise any of the concerns that the requirements 
of section 12(d)(1) were designed to address.
    6. Applicants assert that that the requested exemption satisfies 
the standard for relief under section 6(c) of the Act.

Applicants' Condition

    Applicants agree that any order granting the requested relief will 
be subject to the following condition:
    Applicants will comply with all provisions of rule 12d1-2 under the 
Act, except for paragraph (a)(2) to the extent that it restricts any 
Fund of Funds from investing in Other Investments as described in the 
application.

    For the Commission, by the Division of Investment Management, 
under delegated authority.
Kevin M. O'Neill,
Deputy Secretary.
[FR Doc. 2012-19858 Filed 8-13-12; 8:45 am]
BILLING CODE 8011-01-P


