SEC Company Response from HARTFORD MUTUAL FUNDS II INC (CIK 0000049905) — Sep 15, 2021
HARTFORD MUTUAL FUNDS II INC (CIK 0000049905)
Date: Sept. 15, 2021 · CIK: 0000049905 · Accession: 0001104659-21-115775
AI Filing Summary & Sentiment
File numbers found in text: 333-258850
Letter
VIA EDGAR CORRESPONDENCE Division of Investment Management 100 F Street, NE Washington, D.C. 20549-4644 Re: The Hartford Mutual Funds II, Inc. (the “Registrant”) (SEC File No. 333-258850)
Dear Ms. Brutlag:
We are writing in response to comments you provided telephonically to Corey Rose, of Dechert LLP, and me on September 9, 2021 in connection with your review of the Form N-14 proxy statement/registration statement on Form N-14 under the Securities Act of 1933, as amended (the “Securities Act”), related to the proposed reorganization of Schroder Core Bond Fund (“Acquired Fund”), a series of Schroder Series Trust, into Hartford Schroders Sustainable Core Bond Fund (“Acquiring Fund”), a series of the Registrant, which was filed on August 16, 2021.
On behalf of the Registrant, we have reproduced your questions/comments below and immediately thereafter have provided the Registrant’s responses or described how the Registrant will address your comments in a pre-effective amendment to the registration statement. Capitalized terms have the same meaning as defined in the proxy statement/registration statement.
1. Comment: In the response to the following question, “Will there be any changes to the Target Fund shareholders’ fees and expenses as a result of the Reorganization?” please bold the following text:
“Following the expiration of the two-year expense reimbursement agreement, it is possible that the total annual fund operating expenses of certain share classes of the Acquiring Fund may be higher than the total annual fund operating expenses of the corresponding share class of the Target Fund, based in part on the asset size of the Acquiring Fund at that time.”
Response: The Registrant will revise the disclosure consistent with this comment.
2. Comment: In the response to the same question, please switch the order of the first and second paragraphs.
Response: The Registrant will revise the disclosure consistent with this comment.
3. Comment: Please bold exhibit names throughout the registration statement.
Response: The Registrant will revise the disclosure consistent with this comment.
4. Comment: Please include language under “Comparison of Principal Risks” on page 7 of the combined proxy statement/prospectus to clarify whether the three additional risks mentioned are the only substantive differences between the risks disclosed for the Acquired and Acquiring Funds or if there are any other relevant differences. This language should address any substantive differences not mere differences in wording. Please also bold each additional risk to make clear that these risks are new or different between the Acquired and Acquiring Funds.
Response: The Registrant will revise the disclosure consistent with this comment.
5. Comment: Please make any material changes to this registration statement that will be made to the final prospectus and statement of additional information of the Acquiring Fund, as applicable.
Response: The Registrant will revise the disclosure consistent with this comment.
6. Comment: Page 12 of the combined proxy statement/prospectus states that the Target Board determined that “the interests of the Target Fund’s shareholders will not be diluted as a result of the Reorganization.” Please consider also including corresponding statements where relevant earlier in the registration statement.
Response: The Registrant will add disclosure consistent with this comment to the Question and Answer section of the document.
Should you have any questions, please feel free to contact the undersigned at (610) 386-1789 or at michelle.lombardo@hartfordfunds.com or Corey F. Rose of Dechert LLP at (202) 261-3314 or corey.rose@dechert.com.
Sincerely,
/s/ Michelle M. Lombardo
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CORRESP
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The Hartford Mutual Funds II, Inc.
690 Lee Road
Wayne, PA 19087
September 15, 2021
VIA EDGAR CORRESPONDENCE
Samantha A. Brutlag
U.S. Securities and Exchange Commission
Division of Investment Management
100 F Street, NE
Washington, D.C. 20549-4644
Re: The Hartford Mutual Funds II, Inc. (the “Registrant”) (SEC File No. 333-258850)
Dear Ms. Brutlag:
We are writing in response to comments you provided
telephonically to Corey Rose, of Dechert LLP, and me on September 9, 2021 in connection with your review of the Form N-14 proxy statement/registration
statement on Form N-14 under the Securities Act of 1933, as amended (the “Securities Act”), related to the proposed reorganization
of Schroder Core Bond Fund (“Acquired Fund”), a series of Schroder Series Trust, into Hartford Schroders Sustainable Core
Bond Fund (“Acquiring Fund”), a series of the Registrant, which was filed on August 16, 2021.
On behalf of the Registrant, we have reproduced
your questions/comments below and immediately thereafter have provided the Registrant’s responses or described how the Registrant
will address your comments in a pre-effective amendment to the registration statement. Capitalized terms have the same meaning as defined
in the proxy statement/registration statement.
1.
Comment:
In the response to the following question, “Will there be any changes to the Target Fund shareholders’ fees and expenses as a result of the Reorganization?” please bold the following text:
“Following the expiration of the two-year expense reimbursement agreement, it is possible that the total annual fund operating expenses of certain share classes of the Acquiring Fund may be higher than the total annual fund operating expenses of the corresponding share class of the Target Fund, based in part on the asset size of the Acquiring Fund at that time.”
Response:
The Registrant will revise the disclosure consistent with this comment.
2.
Comment:
In the response to the same question, please switch the order of the first and second paragraphs.
Response:
The Registrant will revise the disclosure consistent with this comment.
3.
Comment:
Please bold exhibit names throughout the registration statement.
Response:
The Registrant will revise the disclosure consistent with this comment.
4.
Comment:
Please include language under “Comparison of Principal Risks” on page 7 of the combined proxy statement/prospectus to clarify whether the three additional risks mentioned are the only substantive differences between the risks disclosed for the Acquired and Acquiring Funds or if there are any other relevant differences. This language should address any substantive differences not mere differences in wording. Please also bold each additional risk to make clear that these risks are new or different between the Acquired and Acquiring Funds.
Response:
The Registrant will revise the disclosure consistent with this comment.
5.
Comment:
Please make any material changes to this registration statement that will be made to the final prospectus and statement of additional information of the Acquiring Fund, as applicable.
Response:
The Registrant will revise the disclosure consistent with this comment.
6.
Comment:
Page 12 of the combined proxy statement/prospectus states that the Target Board determined that “the interests of the Target Fund’s shareholders will not be diluted as a result of the Reorganization.” Please consider also including corresponding statements where relevant earlier in the registration statement.
Response:
The Registrant will add disclosure consistent with this comment to the Question and Answer section of the document.
Should you have any questions, please feel free
to contact the undersigned at (610) 386-1789 or at michelle.lombardo@hartfordfunds.com or Corey F. Rose of Dechert LLP at (202) 261-3314
or corey.rose@dechert.com.
Sincerely,
/s/ Michelle M. Lombardo
Michelle M. Lombardo
Assistant Secretary
cc: Corey F. Rose, Esq.