UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities
Exchange Act of 1934 (Amendment
(Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
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HARTFORD FUNDS EXCHANGE-TRADED TRUST
(Name of Registrants as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (check the appropriate box):
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[ ] | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
HARTFORD FUNDS EXCHANGE-TRADED TRUSTon behalf of
Hartford Corporate Bond ETFHartford Quality BondHARTFORD LARGE CAP GROWTH ETF
LATTICE STRATEGIES TRUSTon behalf of(ASERIESOF HARTFORD FUNDS EXCHANGE-TRADED TRUST)
690 LEE ROAD
WAYNE, PENNSYLVANIA 19087
(800) Hartford Multifactor Developed Markets (ex-US) ETFHartford Multifactor Emerging Markets ETFHartford Multifactor Global Small Cap ETFHartford Multifactor Low Volatility International Equity ETFHartford Multifactor Low Volatility US Equity ETFHartford Multifactor REIT ETFHartford Multifactor US Equity ETF456-7526
July 21, 2017
Dear Shareholders:Shareholder,
You are cordially invited to attend a Joint Special Meeting of Shareholders (the "Meeting"“Meeting”) of theHartford Large Cap Growth ETF (the “Fund”), a series listed above (each a "Fund" and collectively, the "Funds") of Hartford Funds Exchange-Traded Trust and Lattice Strategies Trust, each a Delaware statutory trust (each a "Trust" and together, the "Trusts"(the “Trust”).
The Meeting will take place on October 3, 2017November 2, 2023 at 10:00 a.m. Eastern time(Eastern time) at the offices of Hartford Funds Management Company, LLC, ("HFMC"), 690 Lee Road, Wayne, Pennsylvania 19087.
At The purpose of the Meeting, shareholders will be askedmeeting is to vote on a proposal to reclassify the matters listed inFund from a diversified investment company to a non-diversified investment company and eliminate a related fundamental diversification policy.
The attached materials provide more information about the attached Notice of Joint Special Meeting of Shareholders. As explained in the enclosed Joint Proxy Statement, the purpose of the Meeting is for the shareholders of each Trust to consider and vote on the election of nominees to the Boardsproposal. The Board of Trustees of Hartford Funds Exchange-Traded Trust and Lattice Strategies Trust (together, the "Boards"(the “Board”) and to transact such other business as may properly come before the Meeting, or any adjournment(s) or postponement(s) thereof.
The Boards have reviewed the proposal and recommendrecommends that you vote FOR“FOR” the proposal. The Joint Proxy Statement provides more information on the nominees. Please read it carefully, complete the enclosed proxy card, and return your completed proxy card in the enclosed, addressed, postage-paid envelope; or take advantage of the telephonic or internet voting procedures described in the Joint Proxy Statement. YOUR VOTE IS IMPORTANT. If we do not hear from you after a reasonable period of time, you may receive a telephone call from a representative of HFMC, any of its affiliates, or from our proxy solicitor, Broadridge Financial Solutions, Inc., reminding you to vote your shares.
Very truly yours,
/s/ Alice A. Pellegrino
Alice A. PellegrinoSecretary and Vice President
IMPORTANT INFORMATION
We encourageurge you to read the enclosed Joint Proxy Statement in its entirety. However, we thought itwould be helpful to provide brief answers to some questions.
Q. 1. What Proposals are shareholders being asked to consider at the upcoming shareholder meeting?
A. 1. Shareholders are being asked to consider one proposal. The Proposal seeks the election by shareholdersfull text of the series (each a "Fund" and collectively,attached proxy statement before voting. If approved, this proposal will allow the "Funds") of Hartford Funds Exchange-Traded Trust and Lattice Strategies Trust (each a "Trust" and together, the "Trusts") of ten individualsFund to each Trust's Board of Trustees (each a "Board" and together, the "Boards").
Q. 2. Who is being nominated to servebe reclassified as Trustees?non-diversified
A. 2. Shareholders are being asked to consider the election of Hilary E. Ackermann, Robin C. Beery, Lynn S. Birdsong, James E. Davey, Christine Detrick, Duane E. Hill, William P. Johnston, Phillip O. Peterson, Lemma W. Senbet and David Sung (each a "Nominee" and together, the "Nominees") as Trustees. Ms. Beery and Mr. Sung are current members of each Board. If each of the Nominees is elected to each Board, each Board will be composed of the same ten trustees.
Q. 3. How were the Nominees chosen?
A. 3. Each Trust's Nominating and Governance Committee is responsible for screening and recommending candidates to the Board. The Nominating and Governance Committees are comprised of all of the Trustees who are not "interested persons" of the Trusts, as that term is defined in under the Investment Company Act of 1940, as amended, (the "1940 Act"). for the reasons set forth in the attached proxy statement.
The Nominating and Governance Committees recommended each Nominee and, at a meeting heldproxy materials are being provided beginning on June 15, 2017,or about October 2, 2023 to shareholders who owned shares of the Nominees were unanimously nominatedFund as of August 31, 2023.
Your vote is important. Even if you plan to attend the Meeting, please vote promptly via the Internet, by telephone, or by mail. Your prompt vote will help save the Boards to stand for election.
Q. 4. Who will payTrust the costs incurred in connection withof further proxy solicitation. If you have any questions or need assistance voting, please contact your financial intermediary or call the Meeting?Trust at (800) 456-7526.
A. 4. Hartford Funds Management Company, LLC ("HFMC") will pay the expenses relating to the enclosed Notice and Joint Proxy Statement and the Meeting, including printing, mailing, solicitation, vote tabulation, legal fees and out-of-pocket expenses.
Q. 5. Do the Boards recommend that shareholders approve the Proposal?
A. 5. Yes. The Boards recommend thatThank you vote FOR the Proposal.
Q. 6. Who is eligible to vote?
A. 6. Shareholders owning shares as of the close of business on July 10, 2017 may vote at the Meeting or any adjournment(s) or postponement(s) thereof. Each full share outstanding is entitled to one vote, and each fractional share outstanding is entitled to a proportionate share of one vote.
Q. 7. How can I vote?
A. 7. You can vote:
• By mail: complete and return your proxy cardfor investing in the pre-addressed postage-paid envelope.Fund. It is our privilege to manage your investment.
• By telephone: call the toll-free number listed on your proxy card Sincerely,
James E. Davey
President, Chief Executive Officer,
and follow the recorded instructions.Trustee
• By internet: log on the website listed on your proxy card and follow the on-screen instructions.
• In person: attend the meeting on October 3, 2017 at 10:00 a.m. Eastern time at the offices of HFMC, 690 Lee Road, Wayne, Pennsylvania 19087.
Whichever method you choose, please take the time to read the Joint Proxy Statement before you vote.
If you hold your shares through a broker or other nominee, your broker or nominee will not vote your shares unless you provide instructions to your broker or nominee on how to vote your shares. You should instruct your broker or nominee how to vote your shares by following the voting instructions provided by your broker or nominee.
Q. 8. When should I vote?
A. 8. Please vote as soon as possible. You may submit your vote at any time before the date of the shareholder meeting on October 3, 2017. Representatives of HFMC, any of its affiliates and Broadridge Financial Solutions, Inc., a firm authorized by HFMC to assist in the solicitation of proxies, may be contacting you to urge you to vote on these important matters.
Q. 9 Where can I obtain additional information about this Joint Proxy Statement?
A. 9. For information about the proxy statement, please call toll-free 1-888-340-0222.
To view or obtain a copy of the most recent annual or semi-annual report of the Funds, please go to www.hartfordfunds.com. To view the Joint Proxy Statement, please go to www.hartfordfunds.com/ETFproxy on or after July 21, 2017.
THE ATTACHED JOINT PROXY STATEMENT CONTAINS MORE DETAILED INFORMATION ABOUT THE PROPOSAL.PLEASE READ IT CAREFULLY.
HARTFORD FUNDS EXCHANGE-TRADED TRUSTon behalf of
Hartford Corporate Bond ETFHartford Quality Bond ETF
LATTICE STRATEGIES TRUSTon behalf of
Hartford Multifactor Developed Markets (ex-US) ETFHartford Multifactor Emerging Markets ETFHartford Multifactor Global Small Cap ETFHartford Multifactor Low Volatility International Equity ETFHartford Multifactor Low Volatility US Equity ETFHartford Multifactor REIT ETFHartford Multifactor US Equity ETF
NOTICE OF JOINT SPECIAL MEETING OF SHAREHOLDERS
to be held on November 2, 2023
A Joint Special Meetingspecial meeting of Shareholders (the "Meeting")shareholders of the series listed above (eachHartford Large Cap Growth ETF (the “Fund”), a "Fund" and collectively, the "Funds")series of Hartford Funds Exchange-Traded Trust and Lattice Strategies Trust, each a Delaware statutory trust (each a "Trust" and together, the "Trusts"(the “Trust”), will take place on October 3, 2017November 2, 2023 at 10:00 a.m. Eastern timeam (Eastern time) at the officesoffice of Hartford Funds Management Company LLC, ("HFMC"), 690 Lee Road, Wayne, Pennsylvania 19087, to consider and vote on the election of nomineesfollowing proposal, as described more fully in the accompanying proxy statement:
PROPOSAL: To reclassify the Fund from a diversified investment company to the Boards of Trustees of Hartford Funds Exchange-Traded Trusta non-diversified investment company and Lattice Strategies Trust (together, the "Boards") andeliminate a related fundamental diversification policy, effective November 28, 2023.
In addition, Fund shareholders will be asked to transact such other business as may properly come before the Meeting,meeting or any adjournment(s)adjournments, postponements, or postponement(s) thereof.
The Boards recommend that you vote FOR eachdelays of the nominees. meeting.
Shareholders of record atof the Fund as of the close of business on July 10, 2017August 31, 2023 are entitled to notice of, and to vote at, the Meeting.
Please read the enclosed Joint Proxy Statement carefully for information concerning the Proposal to be placed before the Meeting ormeeting and any adjournments, postponements, or postponements thereof. Additional matters would include only matters that were not anticipated asdelays of the date ofmeeting. Shareholders are entitled to one vote for each full share owned.
Your vote is important, no matter how many shares you own. Your prompt vote will help save the enclosed Joint Proxy Statement.
YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE MEETING, PLEASE FILL IN, SIGN, DATE, AND MAIL THE ENCLOSED PROXY CARD AS PROMPTLY AS POSSIBLE, OR TAKE ADVANTAGE OF THE TELEPHONIC OR INTERNET VOTING PROCEDURES DESCRIBED IN THE JOINT PROXY STATEMENT, IN ORDER TO SAVE ANY FURTHER SOLICITATION EXPENSE. AN ADDRESSED, POSTAGE-PAID ENVELOPE IS ENCLOSED.
On behalf ofFund the Boards,
/s/ Alice A Pellegrino
Alice A PellegrinoSecretary and Vice President
Dated: July 21, 2017
HARTFORD FUNDS EXCHANGE-TRADED TRUSTon behalf of
Hartford Corporate Bond ETFHartford Quality Bond ETF
LATTICE STRATEGIES TRUSTon behalf of
Hartford Multifactor Developed Markets (ex-US) ETFHartford Multifactor Emerging Markets ETFHartford Multifactor Global Small Cap ETFHartford Multifactor Low Volatility International Equity ETFHartford Multifactor Low Volatility US Equity ETFHartford Multifactor REIT ETFHartford Multifactor US Equity ETF
101 Montgomery Street, 27th FloorSan Francisco, California 94104
JOINT PROXY STATEMENTJuly 21, 2017
Information about Voting and the Meeting
The enclosed proxy card is solicited by the Boards of Trustees (each a "Board" and together, the "Boards") of Hartford Funds Exchange-Traded Trust and Lattice Strategies Trust, each a Delaware statutory trust (each a "Trust" and together, the "Trusts"), in connection with the Joint Special Meeting of Shareholders (the "Meeting") of each series listed above (each, a "Fund" and collectively, the "Funds"), to be held October 3, 2017, at 10:00 a.m. Eastern time, at the offices of Hartford Funds Management Company, LLC ("HFMC"), 690 Lee Road, Wayne, Pennsylvania 19087, and at any adjournment(s) or postponement(s) of the Meeting.
Proxy Solicitor and Payment of Related Expenses
The costs of solicitation, includingfurther proxy solicitation. Please vote via the cost of preparing and mailing the Notice of the Joint Special Meeting of Shareholders and this Joint Proxy Statement, will be paidInternet, by HFMC. The approximate mailing date of this Joint Proxy Statement and proxy card is July 21, 2017. Representatives of HFMC, any of its affiliates, or Broadridge Financial Solutions, Inc. ("Broadridge"), a firm authorized by HFMC to assist in the solicitation of proxies, may contact you to solicit your proxytelephone, by mail, or by telephone. The costs associated withattending the meeting. Whichever method you choose, we urge you to read the full text of the attached proxy statement including printing, mailing, solicitation, vote tabulation, legal fees and out-of-pocket expenses, will be paid by HFMC. These costs are estimated to be approximately $100,000, approximately $0 of which relate to the solicitation of proxies. As the meeting date approaches, shareholdersbefore voting.
By Order of the Funds may receive a telephone call from a representative of Broadridge if their votes have not yet been received. Proxies that are obtained telephonically will be recorded in accordance with the procedures described below. These procedures are reasonably designed to ensure that both the identity of the shareholder casting the voteBoard
Thomas R. Phillips
Vice President and the voting instructions of the shareholder are accurately determined.Secretary
Voting and Methods of Tabulation[ ], 2023
For Hartford Funds Exchange-Traded Trust, shareholders may revoke authority to vote their shares by (i) giving written notice of revocation to the Secretary of the Trust; (ii) properly submitting, either by Internet, mail, or telephone, a proxy bearing a later date; or (iii) appearing at the meeting and voting in person. For Lattice Strategies Trust, where the proxy does not state that it is irrevocable, shareholders may revoke authority to vote their shares by (i) giving written notice of revocation to the Trust; (ii) executing a subsequent proxy; (iii) attending the meeting and voting in person; or (iv) revoking using any electronic, telephonic, computerized or other alternative means authorized by the Trustees. For Lattice Strategies Trust, a proxy may also be revoked by providing written notice of the death or incapacity of the maker of that proxy before the vote pursuant to that proxy is counted. Attendance at the meeting will not by itself constitute revocation of a proxy. As beneficial owners of shares held through a broker or other nominee, shareholders must contact the
organization that holds their shares to receive instructions as to how to revoke voting instructions. Unless revoked, properly executed proxy cards that have been returned by shareholders without instructions will be voted "FOR" the election of each of the nominees for Trustee of each Trust. In instances where choices are specified by the shareholders in the proxy card, those shareholders' votes will be voted or the votes will be withheld in accordance with the shareholders' choices. Shareholders can vote their shares "FOR" or "WITHHOLD" the vote for their shares for each nominee. Abstentions and broker non-votes (proxy cards received by each Trust, as applicable, from brokers or nominees when the broker or nominee has not received instructions from the beneficial owner or other persons entitled to vote and has no discretion to vote on a particular matter) will be counted as present for purposes of determining whether a quorum of shares is present at the Meeting, and will have no effect on the vote on the Proposal. As far as the Boards are aware, no matters other than those described in this Joint Proxy Statement will be acted upon at the Meeting. Should any other matters properly come before the Meeting calling for a vote of shareholders, the persons named as proxies intend to vote upon such matters in their discretion.
Shareholder Voting
Shareholders may authorize their proxy to vote by completing and returning the enclosed proxy card. Shareholders may also authorize their proxy to vote by touchtone telephone or by internet by following the instructions on the proxy card. To authorize their proxy to vote by internet or by telephone, shareholders will need the "control number" that appears on the proxy card. After inputting this number, shareholders will be prompted to provide their voting instructions on the Proposal. Shareholders will have an opportunity to review the voting instructions and make any necessary changes before submitting the voting instructions and terminating the telephone call or internet link.
The principal solicitation of proxies will be by the mailing of this Joint Proxy Statement beginning on or about July 21, 2017, but proxies may also be solicited from a representative of HFMC, any affiliate or from our proxy solicitor, Broadridge. If we have not received your vote as the date of the Meeting approaches, you may receive a call from these parties to ask for your vote. Arrangements will be made with brokerage houses and other custodians, nominees, and fiduciaries to forward proxies and proxy materials to shareholders.
In all cases where a telephonic proxy is solicited by Broadridge, the Broadridge representative is required to ask for each shareholder's full name and address, or the zip code, and to confirm that the shareholder has received the proxy materials in the mail. If the shareholder is a corporation or other entity, the Broadridge representative is required to ask for the person's title and for confirmation that the person is authorized to direct the voting of the shares. If the information solicited agrees with the information previously provided to the Broadridge representative, then the Broadridge representative will explain the proxy voting process, read the Proposal listed on the proxy card and ask for the shareholder's instructions on the
applicable Proposals. Although the Broadridge representative is permitted to answer questions about the process, he or she is not permitted to recommend to the shareholder how to vote, other than to read any recommendation set forth in this Joint Proxy Statement. The Broadridge representative will record the shareholder's instructions on the card.
Within 72 hours, the shareholder will be sent a letter or e-mail to confirm his or her vote and asking the shareholder to call Broadridge immediately if his or her instructions are not correctly reflected in the confirmation.
Although a shareholder's vote may be solicited and taken by telephone, each shareholder will also receive a copy of this Joint Proxy Statement and may vote by mail using the enclosed proxy card or by touchtone telephone or the internet as set forth on the proxy card. The last proxy vote received in time to be voted, whether by proxy card, touchtone telephone or internet, will be the vote that is counted and will revoke all previous votes by the shareholder.
Only those shareholders owning shares as of the close of business on July 10, 2017 (the "Record Date") may vote at the Meeting or any adjournment(s) or postponement(s) of the Meeting. Appendix A sets forth the issued and outstanding shares of each Fund as of the Record Date. Each full share outstanding is entitled to one vote, and each fractional share outstanding is entitled to a proportionate share of one vote. As a shareholder, you will not have appraisal rights in connection with the Proposal described in this Joint Proxy Statement.
Quorum and Adjournment
The presence, either in person or by proxy, of shareholders entitled to cast one-third of all the votes entitled to be cast at the Meeting shall constitute a quorum. If a quorum is not present or if a quorum is present but sufficient votes to approve any Proposal are not received, with respect to Hartford Funds Exchange-Traded Trust, the chairman of the Meeting may adjourn the Meeting to a subsequent date and, with respect to Lattice Strategies Trust, the Meeting may be adjourned by a vote of the majority of the shares represented at the meeting, either in person or by proxy, except that broker non-votes will have no effect on the vote. A shareholder vote may be taken for each Proposal in this Joint Proxy Statement prior to any adjournment provided that there is a quorum. If a Proposal is considered and receives a sufficient number of votes for approval prior to any adjournment, the Proposal shall be adopted and shall not require any further shareholder approval at any adjournment or otherwise. At any subsequent reconvening of the Meeting, proxies will (unless previously revoked) be voted in the same manner as they would have been voted at the Meeting.
Important Notice Regarding the Availability of Proxy MaterialsFor the Joint Special Meeting of Shareholders to be Held on October 3, 2017
Important Notice Regarding the Availability of Proxy Materials for the Special Meeting of Shareholders to be held on November 2, 2023. The Proxy Statement is available at [https://vote.proxyonline.com] |
Copies of the Funds'Fund’s most recent annual and semi-annual reports, including financial statements, are available at no charge by visiting www.hartfordfunds.com;www.hartfordfunds.com; by sending a written request to Hartford Funds 101 Montgomery Street, 27th Floor, San Francisco, California 94104;Management Company LLC, 690 Lee Road, Wayne, Pennsylvania 19087; or by calling 1-888-340-0222.(800) 456-7526.
To view the Joint Proxy Statement and obtain voting information, please go to www.proxyvote.com[https://vote.proxyonline.com] on or after July 21, 2017October 2, 2023 and enter the Control Number located on your proxy card. You may also obtain a copy of the Joint Proxy Statement at www.hartfordfunds.com/ETFproxy.[https://vote.proxyonline.com]. Requests for copies of the Proxy Statement or other proxy materials must be received by [October 26, 2023], to ensure timely delivery before the Special Meeting. For information about the proxy statement, please call toll-free 1-888-340-0222.
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ELECTION OF TRUSTEESPRELIMINARY PROXY STATEMENT – SUBJECT TO COMPLETION
HARTFORD LARGE CAP GROWTH ETF
(ASERIESOF HARTFORD FUNDS EXCHANGE-TRADED TRUST)
690 LEE ROAD
WAYNE, PENNSYLVANIA 19087
PROXY STATEMENT
This proxy statement relates to Hartford Large Cap Growth ETF (the “Fund”), a series of Hartford Funds Exchange-Traded Trust (the “Trust”) and was first transmitted to shareholders on or about October 2, 2023.
This proxy statement is being furnished to the Fund’s shareholders in connection with the solicitation of proxies by the Fund for use at a special meeting of shareholders of the Fund to be held on Thursday, November 2, 2023, at 10:00 a.m., eastern time, at the offices of Hartford Funds Management Company, LLC (“HFMC”), 690 Lee Road, Wayne, Pennsylvania, 19087 (“Shareholder Meeting” or the “Meeting”). At the Shareholder Meeting, shareholders of the Fund will be asked to elect membersapprove reclassifying the Fund from a diversified investment company to a non-diversified investment company and eliminating a related fundamental diversification policy.
If you have any questions, please feel free to call us toll free at 1-800-456-7526.
Who is asking for my vote?
The Board of Trustees (the “Board”) of the Fund request that you vote on the proposal set forth in the Notice of Special Meeting of Shareholders (the “Meeting” or “Shareholder Meeting”). The votes will be formally counted at the Shareholder Meeting on Thursday, November 2, 2023, and, if the Shareholder Meeting is adjourned or postponed, on the date of the adjourned or postponed meeting. Fund shareholders may vote online, by telephone, or by returning a completed proxy card in the postage-paid envelope provided. Details can be found on the enclosed proxy insert. Do not mail the proxy card if you are voting online or by telephone.
Who is eligible to vote?
Shareholders of record of the Fund as of the close of business on August 31, 2023 (“Record Date”) are entitled to notice of, and to vote at, the Meeting and any adjournments, postponements, or delays of the Meeting. The Notice of Special Meeting of Shareholders, the proxy card, and the Proxy Statement will begin mailing to shareholders of record on or about October 2, 2023. Shareholders are entitled to one vote for each Board,full share owned and a proportionate vote for each fractional share owned. Each properly executed proxy received before the Meeting, unless revoked, will be voted at the Meeting in accordance with the shareholder’s instructions. If a proxy card is properly executed and returned, but the shareholder did not provide any instruction on how to serve an indefinite term. Each Board has nominated eachvote, the shares represented by the card will be voted “FOR” the proposal.
To revoke a proxy, you must submit a written notice of Hilary E. Ackermann, Robin C. Beery, Lynn S. Birdsong, James E. Davey, Christine Detrick, Duane E. Hill, William P. Johnston, Phillip O. Peterson, Lemma W. Senbetrevocation or a later dated proxy to the Fund, or attend the Meeting and David Sung (eachvote in person, in all cases before the proxy is exercised at the Meeting. If you hold Fund shares through a "Nominee"financial intermediary, please consult your financial intermediary regarding your
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ability to revoke voting instructions. For more information, please see the section of the Proxy Statement titled “FURTHER INFORMATION ABOUT VOTING AND THE SHAREHOLDER MEETING.”
How can I get more information about the Fund?
Copies of the Fund’s most recent annual and together, the "Nominees") as Trustees.
Ms. Beery and Mr. Sungsemi-annual reports, including financial statements, are current members of each Board and have previously been electedavailable at no charge by shareholders. Mses. Ackerman and Detrick, Messrs. Birdsong, Davey, Hill, Johnston and Peterson and Dr. Senbet are not currently members of either Board. Each Nominee is alsovisiting www.hartfordfunds.com; by sending a director/trustee of Hartford Series Fund, Inc., Hartford HLS Series Fund II, Inc., The Hartford Mutual Funds, Inc., The Hartford Mutual Funds II, Inc.,written request to Hartford Funds, Master690 Lee Road, Wayne, Pennsylvania 19087; or by calling (800) 456-7526.
What are shareholders being asked to vote on?
At a meeting held on September 6-7, 2023, the Board, including all of the independent trustees, unanimously approved reclassifying the Fund’s diversification status from diversified to non-diversified and eliminating a related fundamental diversification policy, subject to the approval of the Fund’s shareholders.
As a diversified fund, the Fund is limited in its ownership of securities of any single issuer. If approved, the Fund would be permitted to invest a larger percentage of its assets in a smaller number of issuers, as described in greater detail below. Classification as a non-diversified fund will give the Fund’s portfolio management team increased flexibility to invest a greater percentage of the Fund’s assets in any one issuer and in fewer issuers overall. HFMC believes reclassifying the Fund from diversified to non-diversified is in the best interests of the Fund and Hartford Funds NextShares Trust. Each Nominee,its shareholders because it provides the Fund’s portfolio managers with increased investment flexibility and potential for better investment performance over time.
What did the exception of Mr. Davey, is an independent or disinterested person, which means they are not "interested persons"Board consider in recommending that shareholders approve the proposal for the Fund?
The Board considered HFMC’s recommendation to change the classification of the Trusts, as defined inFund from diversified to non-diversified under Section 5 of the Investment Company Act of 1940, ("as amended (the “1940 Act”), and to eliminate a related fundamental diversification policy. The Board considered all relevant factors, including the reasons for the proposed changed, the potential impact of the proposal on the Fund and its risk profile and the estimated costs associated with seeking shareholder approval of the proposal. Following consideration of these matters, the Board unanimously approved the proposed change to reclassify the Fund as non-diversified and to eliminate the related fundamental diversification policy with respect to the Fund. If the proposal is approved by shareholders, the Fund’s diversification classification will change and the related fundamental policy will be eliminated on or about November 28, 2023.
Additional information on the proposal can be found under the heading, “MORE INFORMATION ABOUT THE PROPOSAL.”
What is the difference between diversified funds and non-diversified funds?
Under the 1940 Act"). Such individualsAct, an investment company must be classified as diversified or non-diversified. A fund’s diversification classification governs the amount of its assets a fund can invest in any one issuer. The Fund is currently classified as a diversified fund and must, therefore, operate in compliance with the 1940 Act diversification requirements, which strictly limit how much the Fund can invest a single issuer. If the proposal is approved, the Fund would be permitted to invest a larger percentage of its assets in a smaller number of issuers, as described in greater detail under “MORE INFORMATION ABOUT THE PROPOSAL.”
Classification as a non-diversified fund will provide the Fund’s portfolio management team with the flexibility to invest a greater percentage of the Fund’s assets in fewer issuers or in any one issuer which may, in turn, provide the potential for better investment performance over time. For these reasons, HFMC believes that reclassifying the Fund as non-diversified is in the best interests of the Fund and its shareholders.
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May I attend the Shareholder Meeting and Vote in person?
Yes, you can attend the Shareholder Meeting and vote in person; however, only those shareholders with a control number will be able to attend the meeting and vote during the Shareholder Meeting and ask questions. In order to vote at the Meeting you must have both your control number and proof of identity.
Your control number is included on the enclosed proxy card. If you are commonly referredunable to locate your control number, please contact your financial intermediary.
What vote is required to approve the proposal?
The proposal must be approved by the affirmative vote of a majority of the outstanding voting securities of the Fund as "Independent Trustees."defined under the 1940 Act. The 1940 Act defines a majority for these purposes as the lesser of: (1) 67% or more of the Fund’s shares represented at the Shareholder Meeting if the holders of more than 50% of the outstanding shares are present in person or by proxy; or (2) more than 50% of the Fund’s outstanding shares.
PertinentWhat happens if shareholders do not approve the proposal?
If the Fund does not receive sufficient votes to hold the Meeting, the Meeting may be adjourned to permit further solicitation of proxies. In determining whether to adjourn the Meeting, the persons named as proxies may consider, among other factors, the percentage of votes actually cast, the nature of any further solicitation, and any information regarding each Nominee's principal occupationto be provided to shareholders for such solicitation. The Fund’s Secretary or other Fund officer presiding over the Meeting may adjourn the meeting. The Fund may hold an adjourned Meeting without issuing another notice to shareholders. If the Fund’s shareholders do not approve the proposal, the Fund will remain diversified and business experience duringremain subject to its related fundamental investment restriction.
If shareholders approve the proposal, when will the change take effect?
If the proposal is approved by shareholders of the Fund at the Shareholder Meeting, it is expected to become effective on or about November 28, 2023, and the Fund’s prospectus and SAI will be revised accordingly.
The Board of Trustees of the Fund, including all of the Fund’s independent trustees, recommend that shareholders of the Fund vote “FOR” the proposal to change the Fund’s classification from diversified to non-diversified and to eliminate the Fund’s related fundamental diversification policy.
MORE INFORMATION ABOUT THE PROPOSAL
Shareholders are being asked to review and consider reclassifying the Fund from a diversified investment company to a non-diversified investment company and eliminating the following related fundamental diversification policy with respect to the Fund:
“The Fund has elected to be classified as a diversified series of an open-end management investment company. As a diversified fund, at least 75% of the value of the Fund’s total assets must be represented by cash and cash items (including receivables), U.S. Government securities, securities of other investment companies, and other securities for the purposes of this calculation limited in respect of any one issuer (i) to an amount not greater in value than 5% of the value of the total assets of the Fund and (ii) to not more than 10% of the outstanding voting securities of such issuer.”
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Section 5(b) of the 1940 Act requires an investment company to be classified as either diversified or non-diversified, and a fund’s classification as diversified is considered a fundamental policy that cannot be changed without shareholder approval. Diversified funds are subject to the restrictions described in the policy set forth above while non-diversified funds are not. As a result, a non-diversified fund is permitted to hold a greater percentage of its assets in the securities of a single issuer.
The primary benchmark of the Fund is the Russell 1000 Growth Index (the “Russell 1000 Growth”), which is designed to measure the performance of those Russell 1000 Index companies with higher price-to-book ratios and higher forecasted growth values. The Russell 1000 Index is designed to measure the performance of the 1,000 largest companies in the Russell 3000 Index based on their market capitalization and current index membership. While the Fund is not an index fund, the Fund’s portfolio managers evaluate and consider all of the holdings in the Russell 1000 Growth as potential investment opportunities. Over the past fivefew years, certain stocks have experienced extraordinary increases in market capitalization. Notably, these stocks have included Apple, Inc., Amazon.com, Inc., Meta Platforms, Inc., Alphabet, Inc. and Microsoft Corp. As a result, large-cap growth indices and other indices with higher weightings to technology stocks have become much more concentrated at the individual stock level.
Although increased levels of concentration have fluctuated in the Russell 1000 Growth in the past, the Fund’s investment adviser and sub-adviser believe that this market concentration is likely to persist rather than “self-correct” as it has historically.
Due to the 1940 Act diversification requirements, a diversified fund like the Fund must underweight these holdings relative to their weights in the Russell 1000 Growth even if the portfolio managers find them to be attractive investment opportunities. For this reason, maintaining the Fund as a diversified investment company is expected to increasingly limit the Fund’s investment flexibility within the U.S. large cap growth universe as represented by the Russell 1000 Growth and put the Fund at a competitive disadvantage against those of its peers that operate as non-diversified investment companies. Conversely, if the Fund operates as a non-diversified investment company, which would allow it to invest a greater percentage of its assets in a smaller number of portfolios overseen orissuers, the Fund will have increased investment flexibility that would allow its portfolio to better reflect the current composition of the U.S. large cap equity universe.
For the reasons discussed above, HFMC believes that reclassifying the Fund as non-diversified is in the best interests of the Fund and its shareholders because operating as a non-diversified investment company will provide the Fund’s investment team with increased investment flexibility and potential for better investment performance over time.
Are there other diversification requirements that will still apply to the Fund if it becomes non-diversified under the 1940 Act?
Yes, if the proposal is approved, the Fund would continue to be overseensubject to tax diversification tests under Subchapter M of the Internal Revenue Code of 1986, as amended, which apply to regulated investment companies. To qualify for pass through tax treatment as a regulated investment company, the Fund must, among other requirements, limit its investments so that, at the close of each quarter of the taxable year, (1) not more than 25% of the Fund’s total assets will be invested in the securities of a single issuer, and (2) with respect to 50% of its total assets, not more than 5% of its total assets will be invested in the securities of a single issuer and the Fund will not own more than 10% of the outstanding voting securities of a single issuer.
Will the Fund’s risk profile change if it is reclassified as non-diversified under the 1940 Act?
Yes. Notwithstanding the increased investment flexibility and the potential for improved investment performance over time, a non-diversified fund typically presents a greater degree of investment risk due to its
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ability to invest a greater percentage of the fund’s assets in a single issuer and in fewer issuers overall. Because a non-diversified fund can invest more of its assets in a smaller number of issuers, it is more exposed to the risks associated with an individual issuer than a fund that invests more broadly across many issuers. For example, poor performance by a single large holding of the Fund would adversely affect the Fund’s performance to a greater extent than if the Fund were invested in a larger number of issuers. As a result, a non-diversified fund’s share price may fluctuate more than that of a similar fund that is more broadly diversified.
Are there any other directorshipsexpected changes associated with the proposal?
No other changes to the Fund are expected as a result of the proposal and the Fund will continue to invest pursuant to its current investment objective and strategies.
FURTHER INFORMATION ABOUT VOTING AND THE SHAREHOLDER MEETING
What is the required quorum for the Shareholder Meeting?
In order to reach a quorum and thereby hold a shareholder meeting for the Fund, one-third of the Fund’s outstanding shares entitled to be voted must be present at the meeting in person or by proxy. In the event that a quorum is present but sufficient votes in favor of the proposal are not received by the Shareholder Meeting date, the persons named as proxies may propose one or more adjournments to permit further solicitation of proxies. Any such adjournment will require the affirmative vote of a majority of the shares present at the Shareholder Meeting in person or by proxy. Shares voted against a proposal will be voted against the proposed adjournment. The persons named as proxies will vote in favor of such adjournment if they determine that additional solicitation is reasonable and in the interests of the Fund’s shareholders.
How are the votes counted?
Casting Votes: Votes cast at the Meeting in person or by proxy will be tabulated by the inspectors of election appointed for the Meeting. The inspectors of election will determine whether a quorum is present at the Meeting for the Fund.
Proxies: The individuals named as proxies (or their substitutes) on the enclosed proxy card (or cards, if you hold shares of the Fund in multiple accounts) will vote according to your directions if your proxy is properly executed and received by the Meeting Date, or in accordance with your instructions when voting by telephone or online. If you properly execute your proxy card and give no voting instructions, or submit your vote via the telephone or online without voting instructions, your shares will be voted “FOR” the proposal.
Abstentions and Broker Non-Votes: Abstentions are counted for purposes of determining whether a quorum is present for purposes of convening the Shareholder Meeting. Because the proposal must be approved by a percentage of voting securities present at the Shareholder Meeting or a majority of the Fund’s outstanding shares, abstentions will be considered to be voting securities that are present and will have the effect of being counted as votes against the proposal.
Broker non-votes are shares held by a broker or nominee for which instructions have not been received from the beneficial owners or persons entitled to vote, and over which the broker or nominee does not have discretionary voting power. Broker non-votes are inapplicable for this Shareholder Meeting because shareholders are being asked to approve a single proposal with respect to which brokers or nominees do not have discretionary voting power. Thus, if a broker or nominee does not receive instructions on how to vote, they will not submit an executed proxy card to the Fund.
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Can additional matters be acted upon at the Shareholder Meeting?
The Fund knows of no other business that may come before the Shareholder Meeting. However, if any additional matters are properly presented at the Shareholder Meeting, it is set forth below. intended that the persons named in the enclosed proxy, or their substitutes, will vote on such matters in accordance with their judgment.
Can I change my vote after I mail my proxy?
Any proxy, including those given online or by telephone, may be revoked at any time before the votes have been submitted for tabulation at the Shareholder Meeting by filing a written notice of revocation with the Fund, by delivering a properly executed proxy bearing a later date, or by attending the Shareholder Meeting. If you vote via telephone or online, you can change your vote up until 11:59 p.m., eastern time on November 1, 2023. If you hold Fund shares through a financial intermediary, please consult your financial intermediary regarding your ability to revoke voting instructions.
Is the Fund required to hold annual meetings?
The Fund is not required to and does not hold annual shareholder meetings. A shareholder proposal intended to be presented at a future meeting of shareholders of the Fund must be received at the principal offices of the Fund a reasonable time before the Fund begins to print and send its proxy materials for inclusion in the proxy materials for a meeting. Timely submission of a proposal does not guarantee that the Fund will include the proposal in a proxy statement.
Shareholders wishingwho want to sendcommunicate with the Board or any individual Board member(s) should write their Fund to the attention of the Secretary of the Fund, 690 Lee Road, Wayne, Pennsylvania 19087. Communications to the Board must be signed by the shareholder and must specify: (i) the shareholder’s name and address; (ii) the number of Fund shares owned by the shareholder; (iii) the Fund in which the shareholder owns shares; and (iv) for shares held in “street name,” the name of the financial intermediary that holds Fund shares in its name for the shareholder’s benefit. The Secretary will forward such communications to the NomineesBoard or the applicable Board member(s) at the next regularly scheduled meeting, if practicable, or promptly after receipt if the Secretary determines that the communications require more immediate attention.
How are proxies delivered and votes recorded?
This Proxy Statement was mailed along with a proxy voting card and prepaid envelope. You may submit written correspondence, directedrecord your votes on the enclosed proxy card and mail it in the accompanying prepaid envelope. The Fund has retained EQ Fund Solutions, LLC (“EQ”) to manage this project and provide print and shareholder meeting management. In addition, the Fund has arranged through EQ to have votes recorded online or by telephone. The telephone and online voting procedures are reasonably designed to authenticate shareholders’ identities, to allow shareholders to authorize the voting of their shares in accordance with their instructions, and to confirm that their instructions have been properly recorded. EQ is also responsible for assisting the Fund in determining whether quorum is achieved for the Fund and whether sufficient votes are received to approve a proposal. You may also vote by attending the Shareholder meeting and casting your vote in person.
Hartford Funds has adopted a policy to permit sending only one copy of a prospectus, proxy statement, annual report, or semi-annual report to certain shareholders residing in the same “household,” unless the Fund has received instructions to the Nominees, in carecontrary. This reduces Fund expenses, which benefits you and other shareholders. If you need additional copies or do not want your mailings to be “householded,” please call us at 800-456-7526 or send a written request with your name, the name of your Fund, and your account number or numbers to Hartford Funds, 690 Lee Road, Wayne, Pennsylvania 19087. For overnight mail, please send the applicable Trust's Secretary, Alice A. Pellegrino, c/orequest to Hartford Funds, 690 Lee Road, Wayne, Pennsylvania 19087.
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How can proxies be solicited?
Solicitation may be made by mail, telephone, fax, Nomineese-mail, or the Internet by officers or employees of HFMC or by financial intermediaries and their representatives. The Fund may request that brokerage firms, custodians, banks, and other fiduciaries forward proxy solicitation material to beneficial owners of Fund shares. The Fund will reimburse brokerage firms, custodians, banks, and other fiduciaries for Election as Independent Trustee (not previously elected by shareholders):
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* Each Trustee may serve until his or her successor is electedtheir expenses in forwarding this Proxy Statement and qualifies.
Nomineesproxy materials to beneficial owners of the Fund’s shares (i.e., shareholders who hold Fund shares through a financial intermediary in its name for Election as Independent Trustee (previously elected by shareholders):
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* Each Trustee may serve until his or her successor is elected and qualifies.
(1) For Hartford Funds Exchange-Traded Trust.
(2) For Lattice Strategies Trust.
Nominee for Election as Interested Trustee (not previously elected by shareholders):
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* Each Trustee may serve until his or her successor is elected and qualifies.
** "Interested person," as definedThe Fund has retained EQ, which maintains its global headquarters located at 55 Challenger Road, Suite 200, Ridgefield Park, New Jersey 07660, to assist in the 1940 Act,distribution of proxy materials and the Trusts becausesolicitation and tabulation of proxies. It is anticipated that the person's affiliation with,Fund will pay EQ approximately $2,500 for such services (including reimbursement of out-of-pocket expenses). EQ may solicit proxies personally and by mail, telephone, fax, e-mail, or equity ownership of, HFMC, HFD or affiliated companies.the Internet.
The governing documentsWho pays for the Trusts do not set forth any specific qualifications to serve ascosts involved with the proxy?
For managing the Fund’s overall proxy campaign, EQ will receive a Trustee. The Charterfee plus reimbursement for the Nominating and Governance Committee sets forth potential considerations for the Committee when selecting
nominees to serve as Independent Trustees, including: professional experience, education, skill and other individual qualities and attributes that contribute to the Board. The Committee may take into account a wide variety of factors in considering potential nominees, including (but not limited to): (i) availability and commitment of a candidate to attend meetings and perform his or her responsibilities on the Board, (ii) relevant industry and related experience, (iii) educational background, (iv) financial expertise, (v) ability, judgment and expertise and (vi) overall diversity of the Board's composition.
Each Board has concluded, based on each Nominee's experience, qualifications, attributes and/or skills, on an individual basis and in combination with those of other Nominees, that each Nominee is qualified to serve as a Trustee for the Funds. Among the attributes and skills common to all Nominees are the ability to review, evaluate and discuss information and proposals provided to them regarding the Funds, the ability to interact effectively with management and service providers, and the ability to exercise independent business judgment. Where applicable, the Boards have considered the actual service of the Nominee in concluding that the Nominee should continue to serve as a Trustee. Each Nominee's ability to perform his or her duties effectively has been attained through the Nominee's education and work experience, as well as service as a trustee for the Funds and/or other entities. Set forth below is a brief description of the specific experience of each Nominee. Additional details regarding the background of each Nominee is included in the chart earlier in this section.
Hilary E. Ackermann.out-of-pocket Ms. Ackermann has over twenty-five years of credit, financial and risk management experience, including serving as Chief Risk Officer at Goldman Sachs Bank USA.
Lynn S. Birdsong. Mr. Birdsong served in senior executive and portfolio management positions for investment management firms for more than twenty-five years. He has served as a director of other mutual funds for more than ten years.
Robin C. Beery. Ms. Beery has more than 25 years of experience in senior and executive leadership positions in the financial services industry including extensive experience related to the global distribution of mutual funds and institutional strategies for a large investment adviser.
James E. Davey. Mr. Davey joined The Hartford in 2002 and has served in various positions within The Hartford and its subsidiaries expenses. EQ will also receive fees in connection with the operationprinting, preparing, assembling, mailing, and transmitting of proxy materials on behalf of the Fund, tabulating those votes that are received, and any solicitation of additional votes. In addition to the fees paid to EQ, securities brokers, custodians, fiduciaries, and other persons holding shares as nominees will be reimbursed, upon request, for their reasonable expenses in sending solicitation materials to the principals of the accounts. The fees for these services, along with printing, postage and solicitation services are estimated to be $4,317.
All costs of the Shareholder Meeting and the proxy campaign, including the use of EQ and the reimbursement to brokers for solicitation and the preparation of proxy materials, will be paid for by the Fund.
How do Fund affiliates plan to vote?
HFMC expects to vote Fund shares it holds directly by virtue of its initial capital investment in the Fund “FOR” the proposal. Wellington also expects to vote the Fund shares it holds directly due to its initial investment in the Fund “FOR” the proposal. Shares of the Fund held by Hartford Funds. PriorFunds’ funds-of-funds will be voted in accordance with the Board’s recommendation to joining The Hartford, Mr. Davey served in various management roles at Merrill Lynch, including director of 401(k) alliance management and director of corporate and institutional 401(k) product management, overseeing product profitability and marketing strategy. Mr. Davey currently servesvote “FOR” the proposal. Based on the Boardpercentage of Governors forshares owned by HFMC, Wellington, and the Investment Company Institute (ICI).Hartford Funds’ fund-of-funds, the Fund’s affiliates will be able to control whether the proposal is approved.
Christine Detrick. Ms. Detrick has over thirty years of experience leading and advising financial services companies and investors. She previously served as a director, head ofGENERAL INFORMATION ABOUT THE FUND
Who are the Americas financial services practice and senior advisor at a
management consulting firm, and as the chief executive officer of a private savings bank.
Duane E. Hill. Mr. Hill has more than thirty-five years' experience in senior executive positions in the banking, venture capital and private equity industries.
William P. Johnston. Mr. Johnston has more than forty years of experience in senior leadership positions in the health care,Fund’s investment banking and legal professions. He currently serves as an operating executive to a global private equityadviser, principal underwriter, and other alternative asset investment firm and serves on other boards. He previously served as managing director and head of investment banking, CEO and vice chairman for an investment bank.service providers?
Phillip O. Peterson. Mr. Peterson was a partner of a major accounting firm, providing services to the investment management industry. He has served as an independent president of a mutual fund complex, and he serves on another mutual fund board.
Lemma W. Senbet. For more than thirty years, Dr. Senbet has served as a professor of finance, including serving as the Director of Center for Financial Policy and as the chair of the finance department at a major university. He has served the finance profession in various capacities, including as a director or officer of finance associations.
David Sung. Mr. Sung is an experienced financial services and auditing professional with over 37 years of experience serving clients in the investment management business.
Pertinent information regarding each officer's principal occupation and business experience during at least the past five years is set forth below. Except as noted below, the address for each officer is c/o Hartford Funds 690 Lee Road, Wayne, Pennsylvania 19087.
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* Each officer may serve until his or her successor is elected or appointed.
(1) For Hartford Funds Exchange-Traded Trust.
(2) For Lattice Strategies Trust.
Additional information about the Trusts and the independent registered public accounting firm of the Trusts is provided in Appendix B.
For Hartford Funds Exchange-Traded Trust, a plurality of the votes properly cast in person or by proxy at the Meeting is required for the election of trustees. For Lattice Strategies Trust, a majority of the outstanding shares voted is required for the election of trustees. Because each Fund is a series of its respective Trust, each shareholder vote will be counted together with the votes of shareholders of the other series of the applicable Trust, voting as a single class in the election of trustees. Unless otherwise instructed, the proxies will vote all properly executed proxy cards and voting instruction cards "FOR" the Nominees. Each of the Nominees has consented to serve as a Trustee if elected.
The Boards unanimously recommend that you vote "FOR" the Proposal.
Management does not intend to present any business to the Meeting not mentioned in this Proxy Statement and currently knows of no other business to be presented. If any other matters are brought before the Meeting, the persons named as proxies will vote on such matters in their discretion.
The following companies also provide services to the Funds.
Hartford Funds Exchange-Traded Trust. HFMC serves as the investment manager to the Fund. HFMC is an indirect subsidiary of The Hartford Financial Services Group, Inc. (“The Hartford”), a Connecticut-based financial services company. HFMC is responsible for the Funds.management of the Fund and supervises the activities of the Fund’s sub-adviser. In addition, HFMC, its affiliate(s) or certain third-party service providers provide Fund administration, Fund accounting, and other administrative services to the Trust,Fund, including personnel, services, equipment and facilities and office space for proper operation of the Trust. TheFund. HFMC’s principal business address for HFMC isoffices are located at 690 Lee Road, Wayne, Pennsylvania 19087. State Street Bank and Trust
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Wellington Management Company ("State Street"LLP (“Wellington Management”), located serves as the sub-adviser to the Fund. Wellington Management performs the daily investment of the assets for the Fund. Wellington Management is a Delaware limited liability partnership with principal offices at State Street Financial Center, One Lincoln280 Congress Street, Boston, Massachusetts 02111, also02210. Wellington Management is a professional investment counseling firm which provides administrativeinvestment services to investment companies, employee benefit plans, endowments, foundations, and other institutions. Wellington Management and its predecessor organizations have provided investment advisory services for over 80 years. Wellington Management is owned by the Trust. partners of Wellington Management Group LLP, a Massachusetts limited liability partnership.
ALPS Distributors, Inc. ("ALPS"(“ALPS”), a broker-dealer and a member of Financial Industry Regulatory Authority (“FINRA”), located at 1290 Broadway, Suite 1100, Denver, Colorado 80203, serves as the Funds' principal underwriter.underwriter for the Fund.
Lattice Strategies Trust. Lattice Strategies LLC ("Lattice Strategies"State Street Bank and Trust Company (“State Street”), One Congress Street, Suite 1, Boston, Massachusetts 02114 serves as the investment adviser for the Funds. The principal business address for Lattice Strategies is 101 Montgomery Street, 27th Floor, San Francisco, California 94104.Fund’s transfer agent. State Street provides administrative services to the Trust and ALPSalso serves as the Funds' principal underwriter.Fund’s custodian bank and holds the Fund’s cash, portfolio securities, and other investments in a custodial account established for the Fund.
To help lower the impact of operating costs, each Fund attempts to eliminate mailing duplicate documents to the same address. When two or more Fund shareholders have the same last name and address, the applicable Fund may send only one prospectus, annual report, semi-annual report, general information statement or proxy to that address, rather than mailing separate documents to each shareholder. Shareholders may opt out of this single mailing at any time by calling the applicable Fund at 1-415-315-6600 or writing to the applicable Fund at Hartford Funds, 101 Montgomery Street, 27th Floor, San Francisco, California 94104, and requesting additional copies of Fund documents. Shareholders sharing a single mailing address whoHow many outstanding shares are currently receiving multiple copies of Fund documents can request delivery of a single copy instead by calling the same telephone number or writing to the same address.
A copythere of the Trusts' most recent annual reports, as available, or a copy of the prospectuses or proxy statement, is available upon request, and without charge.
Please go to www.hartfordfunds.com/ETFproxy to view the proxy statement on the internet or call 1-888-340-0222 and a copy will be sent without charge. Please go to www.hartfordfunds.com to view the Trusts' annual reports or prospectuses on
the internet or contact the applicable Fund at Hartford Funds, 101 Montgomery Street, 27th Floor, San Francisco, California 94104 or call 1-888-340-0222 and a copy will be sent without charge by first class mail within three business days of your request.
The Funds are not required to hold shareholder meetings annually and none of the Funds currently intend to hold such meetings, unless shareholder action is required in accordance with the 1940 Act or other applicable law. To be considered for inclusion in the proxy statement at any subsequent meeting of shareholders pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, a shareholder proposal must be submitted to the applicable Fund at the address above at a reasonable time before the proxy statement for that meeting is mailed. Whether a proposal is included in the proxy statement will be determined in accordance with applicable federal laws. The timely submission of a proposal does not guarantee its inclusion. As of the date of this Joint Proxy Statement, no shareholder proposals had been submitted for this Shareholder Meeting.
On behalf of the Boards of Trustees,
/s/ Alice A. Pellegrino
Alice A. PellegrinoSecretary
July 21, 2017
Appendix A Fund Shares Outstanding
Appendix B Additional Information About the Trusts and Independent Registered Public Accounting Firm
Beneficial Ownership of the Trustees and NomineesManagement CompensationBoard Meetings, Committees and Other Related MattersIndependent Registered Public Accounting Firm
Appendix C Nominating and Governance Committee Charter
Appendix D Beneficial Owners
FUND SHARES OUTSTANDING ON JUNE 30, 2017
HARTFORD FUNDS EXCHANGE-TRADED TRUST
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LATTICE STRATEGIES TRUST
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ADDITIONAL INFORMATION ABOUT THE TRUSTS ANDINDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Beneficial Ownership of the Trustees and NomineesFund?
The following table sets forth the dollar range of equity securities beneficially owned by each Trusteeoutstanding shares of the Boards or Nominee for electionFund, as a Trustee of the Boards and on an aggregate basis in any registered investment companies overseen by the Trustee or Nominee within the Hartford Fund Family* as a group, as of June 30, 2017.Record Date.
Fund | Outstanding Shares | ||||||||||||||
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* The Hartford Fund Family currently consistsWho are the principal holders of eight open-end investment companies, consisting of 86 separate series.the Fund’s shares?
As of June 30, 2017,the Record Date, to the knowledge of each Trust'sthe Trust’s management, the officers and trustees and officersof the Trust as a group beneficially owned less than 1% of the outstanding shares of eachthe Fund. AsAlthough the Trust does not have information concerning the beneficial ownership of this date, no person, toshares nominally held by the knowledgeDepository Trust Company (“DTC”), the name and percentage ownership of each Trust's management,DTC participant that owned beneficially more than 5% of the outstanding shares of any Fund, except as listed in Appendix D.
As of June 30, 2017, none of the Independent Trustees or nominees for Independent Trustee (or their immediate family members) had share ownership in securities of either Trust's investment manager, or in an entity controlling, controlled by or under common control with the investment manager of either Trust (not including registered investment companies).
Management Compensation
The Trusts pay no compensation to any Trustee or officer who is an officer or employee of HFMG, HFMC, HFD or any affiliated company. The following table sets forth the compensation each Trustee (or nominee for trustee) who is not an officer or employee of HFMG, HFMC, HFD or any affiliated company is expected to receive or received during the fiscal year ended July 31, 2017 or September 30, 2016, as applicable, from the Trusts and the entire Hartford fund complex.
Name of Person, Position | Aggregate Compensation From Hartford Funds Exchange- Traded Trust* | Aggregate Compensation From Lattice Strategies Trust** | Pension Or Retirement Benefits Accrued As Part of Fund Expenses | Estimated Annual Benefits Upon Retirement | Total Compensation From the Fund Complex Paid To Trustees or Nominees | ||||||||||||||||||
Hilary E. Ackermann, Nominee for Trustee | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 266,694 $230,811** | *; | ||||||||||||
Robin C. Beery, Trustee | $ | 4,148.15 | $ | 21,000 | $ | 0 | $ | 0 | $ | 89,917 $21,000** | *; | ||||||||||||
Lynn S. Birdsong, Nominee for Trustee | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 280,170 $269,651** | *; | ||||||||||||
Christine Detrick, Nominee for Trustee | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 242,627 $165,459** | *; | ||||||||||||
Duane E. Hill, Nominee for Trustee | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 292,901 $282,250** | *; | ||||||||||||
William P. Johnston, Nominee for Trustee | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 415,637 $386,467** | *; | ||||||||||||
Phillip O. Peterson, Nominee for Trustee | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 294,408 $276,410** | *; | ||||||||||||
Lemma W. Senbet, Nominee for Trustee | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 244,101 $239,814** | *; | ||||||||||||
David Sung, Trustee | $ | 4,148.15 | $ | 21,000 | $ | 0 | $ | 0 | $ | 91,917 $21,000** | * |
* Estimated for the fiscal year ended July 31, 2017.
** For the fiscal year ended September 30, 2016.
Each Trust's Declaration of Trust provides that the Trust, to the full extent permitted by law, shall indemnify the trustees and officers of the Trust. The Declarations of Trust do not authorize the Trusts to indemnify any trustee or officer against any liability to which he or she would otherwise be subject by reason of or for willful misfeasance, bad faith, gross negligence or reckless disregard of such person's duties.
Board Meetings, Committees and Other Related Matters
Each Board has established an Audit Committee and a Nominating and Governance Committee. The Trusts do not have standing compensation committees. However, each Nominating and Governance Committee is responsible for making recommendations to the applicable Board regarding the compensation of the
independent members of the Board. Each Board has adopted written charters for the Audit Committee and the Nominating and Governance Committee. A copy of the Nominating and Governance Committee charter is included as Appendix C to this Joint Proxy Statement.
For Lattice Strategies Trust, during the fiscal year ended September 30, 2016, there were 4 meetings of the Boards, 2 meetings of the Audit Committees and 1 meeting of the Nominating and Governance Committee. Each Trustee attended (either in person or by telephone) 75% or more of the total number of meetings of the Board and of the Committees on which the Trustee served. As of July 31, 2016, Hartford Funds Exchange-Traded Trust had not completed a full fiscal year.
Shareholders wishing to communicate with members of the Boards of Trustees may submit a written communication directed to the Board of Trustees in care of the applicable Trust's Secretary, Alice A. Pellegrino, c/o Hartford Funds, 690 Lee Road, Wayne, Pennsylvania 19087.
Audit Committee. The Board has an Audit Committee consisting of all Independent Trustees. Mr. Sung serves as Chair. The Audit Committee meets with the Trust's independent auditors to review and approve the scope and results of their professional services; to review the procedures for evaluating the adequacy of the Trust's accounting controls; to consider the range of audit fees; and to make recommendations to the Board regarding the engagement of the Trust's independent auditors.
Nominating and Governance Committee. The Board has established a Nominating and Governance Committee consisting of all Independent Trustees. Ms. Beery serves as Chair. The responsibilities of the Nominating and Governance Committee are to: (1) nominate Independent Trustees; (2) review on a periodic basis the governance structures and procedures of the Fund; (3) periodically review Trustee compensation, (4) annually review committee and committee chair assignments, (5) annually review the responsibilities and charter of each committee, (6) to plan and administer the Board's annual self-evaluation, (7) annually consider the structure, operations and effectiveness of the Nominating and Governance Committee, and (8) at least annually evaluate the independence of counsel to the Independent Trustees.
The Trustees adopted the following procedures with respect to the consideration of nominees recommended by security holders.
1. The shareholder must submit any such recommendation (a "Shareholder Recommendation") in writing to the Trust, to the attention of the Trust's Secretary, at the address of the principal executive offices of the Trust.
2. The Shareholder Recommendation must be delivered to, or mailed and received at, the principal executive offices of the Trust not less than sixty (60) calendar days nor more than ninety (90) calendar days prior to the date of the Board or shareholder meeting at which the nominee candidate would be considered for election. Shareholder Recommendations will be kept on
file for two years after receipt of the Shareholder Recommendation. A Shareholder Recommendation considered by the Committee in connection with the Committee's nomination of any candidate(s) for appointment or election as an independent Trustee need not be considered again by the Committee in connection with any subsequent nomination(s).
3. The Shareholder Recommendation must include: (i) a statement in writing setting forth (A) the name, age, date of birth, business address, residence address and nationality of the person recommended by the shareholder (the "candidate"), and the names and addresses of at least three professional references; (B) the number of all shares of the Trust (including the series and class, if applicable) owned of record or beneficially by the candidate, the date such shares were acquired and the investment intent of such acquisition(s), as reported to such shareholder by the candidate; (C) any other information regarding the candidate called for with respect to director nominees by paragraphs (a), (d), (e) and (f) of Item 401 of Regulation S-K or paragraph (b) of Item 22 of Rule 14a-101 (Schedule 14A) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), adopted by the SEC (or the corresponding provisions of any applicable regulation or rule subsequently adopted by the SEC or any successor agency with jurisdiction related to the Trust); (D) any other information regarding the candidate that would be required to be disclosed if the candidate were a nominee in a proxy statement or other filing required to be made in connection with solicitation of proxies for election of directors pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder or any other applicable law or regulation; and (E) whether the recommending shareholder believes that the candidate is or will be an "interested person" of the Trust (as defined in the 1940 Act) and, if not an "interested person," information regarding the candidate that will be sufficient, in the discretion of the Board or the Committee, for the Trust to make such determination; (ii) the written and signed consent of the candidate to be named as a nominee and to serve as a Trustee if elected; (iii) the recommending shareholder's name as it appears on the Trust's books; (iv) the number of all shares of the Trust (including the series and class, if applicable) owned beneficially and of record by the recommending shareholder; (v) a complete description of all arrangements or understandings between the recommending shareholder and the candidate and any other person or persons (including their names) pursuant to which the recommendation is being made by the recommending shareholder including, without limitation, all direct and indirect compensation and other material monetary agreements, arrangements and understandings between the candidate and recommending shareholder during the past three years, and (vi) a brief description of the candidate's relevant background and experience for membership on the Board, such as qualification as an audit committee financial expert.
4. The Committee may require the recommending shareholder to furnish such other information as it may reasonably require or deem necessary to verify any information furnished pursuant to paragraph 3 above or to determine the eligibility of the candidate to serve as a Trustee of the Trust or to satisfy applicable law. If the recommending shareholder fails to provide such other information in writing within seven days of receipt of a written request from the Committee, the recommendation of such candidate as a nominee will be deemed not properly submitted for consideration, and the Committee will not be required to consider such candidate.
The Nominating and Governance Committees have not received a recommended nominee from an eligible shareholder or shareholder group who individually, or in the aggregate, beneficially owned more than 5% of the applicable Fund's voting shares for at least one year. A copy of the Nominating and Governance Committee Charters are included in Appendix C.
Report of the Audit Committees. Regarding Lattice Strategies Trust, the Audit Committee has met and held discussions with management and the independent registered public accounting firm. Management represented to the Audit Committee that the Trust's financial statements were prepared in accordance with generally accepted accounting principles, and the Audit Committee has reviewed and discussed the financial statements with management and the independent registered public accounting firm. The Audit Committee discussed with the independent registered public accounting firm the matters required to be discussed by Statement on Auditing Standards No. 114 (Communications with Audit Committees).
Both Audit Committees have received the written disclosures and the letter from Ernst &Young LLP ("E&Y") required by applicable requirements of the Public Company Accounting Oversight Board regarding E&Y's communication with the Audit Committees concerning independence, and the Audit Committees have discussed with E&Y the accounting firm's independence.
Regarding Lattice Strategies Trust, based upon the Audit Committee's discussion with management and E&Y, and the Audit Committee's review of the representation of management and the report of E&Y to the Audit Committee, the Audit Committee agreed to the inclusion of the Funds' Audited Financial Statements in the Funds' annual reports dated September 30, 2016 to be filed with the SEC.
Independent Registered Public Accounting Firm
The Boards of Trustees selected Ernst & Young LLP ("E&Y") as independent registered public accounting firm of the Trusts for the fiscal year ending July 31, 2017 or September 30, 2017, as applicable. E&Y also served as independent registered public accounting firm of Lattice Strategies Trust for the fiscal year ended September 30, 2016. Hartford Funds Exchange-Traded Trust had not completed its first annual fiscal period as of July 31, 2016. Representatives of E&Y are not expected to be present at the Meeting but will be available telephonically upon request.
Effective August 31, 2016, PricewaterhouseCoopers LLP ("PwC") resigned as the independent registered public accounting firm of Lattice Strategies Trust. At a meeting held on September 28, 2016, following a recommendation from the Audit Committee, a majority of the Independent Trustees of Lattice Strategies Trust selected E&Y as independent registered public accounting firm of the Trust for the fiscal year ending September 30, 2016. The reports of E&Y and PwC on the financial statements of Lattice Strategies Trust for the fiscal years ended September 30, 2016 and September 30, 2015, respectively, contained no adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principle.
During the fiscal year ended September 30, 2015 and the subsequent interim period through August 31, 2016: (i) there were no disagreements with PwC on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of PwC, would have caused it to make reference to the subject matter of the disagreements in connection with its report on the financial statements for such fiscal year and (ii) there were no "reportable events" of the kind described in Item 304(a)(1)(v) of Regulation S-K under the Securities Exchange Act of 1934, as amended.
Audit Fees. Audit Fees are fees related to the audit and review of the financial statements included in annual reports and registration statements, and other services that are normally provided in connection with statutory and regulatory filings or engagements. The aggregate fees billed for professional services rendered for the audit of Lattice Strategies Trust's annual financial statements by E&Y for the fiscal year ended September 30, 2016 and by PwC for the fiscal year ended September 30, 2015 were $60,000 and $60,000, respectively.
Audit-Related Fees. Audit-Related Fees are fees related to assurance and related services that are reasonably related to the performance of the audit or review of financial statements, but not reported under "Audit Fees." The aggregate fees billed for assurance and related services that are not reasonably related to the performance of the Lattice Strategies Trust audit by E&Y for the fiscal year ended September 30, 2016 and by PwC for the fiscal year ended September 30, 2015 were $0 and $3,500, respectively.
Tax Fees. Tax Fees are fees associated with tax compliance, tax advice and tax planning, including services relating to the filing or amendment of federal, state or local income tax returns, regulated investment company qualification reviews, and tax distribution and analysis reviews. The aggregate fees billed for professional services rendered for tax compliance, tax advice and tax planning to Lattice Strategies Trust by E&Y for the fiscal year ended September 30, 2016 and by PwC for the fiscal year ended September 30, 2015 were $0 and $30,000, respectively.
All Other Fees. All Other Fees are fees related to services other than those reported above under "Audit Fees," "Audit-Related Fees" and "Tax Fees." The aggregate fees billed for products and services not otherwise reported under "Audit Fees," "Audit-
Related Fees," and "Tax Fees" for the Trust for each of the fiscal years ended September 30, 2016 and September 30, 2015 were $0.
For the fiscal years ended September 30, 2016 and September 30, 2015, no services described under "Audit-Related Fees," "Tax Fees" or "All Other Fees" were approved pursuant to the de minimis exception.
Pre-Approval of Audit and Non-Audit Services Provided. The pre-approval policies and procedures (the "Policy") adopted by the Audit Committees sets forth the procedures pursuant to which services performed by the applicable independent registered public accounting firm may be pre-approved. Main provisions of the Policy include the following:
1. The Audit Committee must pre-approve all audit services and non-audit services that the independent registered public accounting firm provides to the Trust.
2. The Audit Committee must pre-approve any engagement of the independent registered public accounting firm to provide non-audit services to any Service Affiliate (which is defined to include any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the Trust) during the period of the independent registered public accounting firm's engagement to provide audit services to the Trust, if the non-audit services to the Service Affiliate directly impact the Trust's operations and financial reporting.
3. The Audit Committee shall pre-approve certain non-audit services to the Trust and its Service Affiliates pursuant to procedures set forth in the Policy.
4. The Audit Committee, from time to time, may designate one or more of its members who are Independent Trustees (each a "Designated Member") to consider, on the Audit Committee's behalf, any non-audit services, whether to the Trust or to any Service Affiliate, that have not been pre-approved by the Audit Committee. The Designated Member also shall review, on the Audit Committee's behalf, any proposed material change in the nature or extent of any non-audit services previously approved. In considering any requested non-audit services or proposed material change in such services, the Designated Member shall not authorize services which would exceed $50,000 in fees for such services.
5. The independent registered public accounting firm may not provide specified prohibited non-audit services set forth in the Policy to the Trust, the Trust's investment adviser, the Services Affiliates or any other member of the investment company complex.
Pre-approval has not been waived with respect to services described above under "Audit-Related Fees," "Tax Fees' and "All Other Fees," since the pre-approval procedures were adopted by the Audit Committee.
Aggregate Non-Audit Fees. The aggregate non-audit fees billed for services rendered to Lattice Strategies Trust, Lattice Strategies, and Service Affiliates that provide ongoing services to Lattice Strategies Trust by E&Y for the fiscal year ended September 30, 2016 and PwC for the fiscal year ended September 30, 2015, were $0 and $33,500, respectively. These fees related to tax services and out of pocket expenses throughout the period.
NOMINATING AND GOVERNANCE COMMITTEE CHARTEROF THE BOARD OF TRUSTEES OFLATTICE STRATEGIES TRUST ANDHARTFORD FUNDS EXCHANGE-TRADED TRUST
(each a "Trust" and together, the "Trusts")
The Board of Trustees (the "Board") of each Trust, and their respective individual series (each a "Fund" and together, the "Funds"), has adopted this Charter to govern the activities of the Nominating and Governance Committee (the "Committee") of the Board. Its primary functions are to oversee the effective functioning of the Board and its committees and to identify and recommend individuals for membership as independent members on the Board.
1. The Committee shall be comprised of all independent board members who, in the opinion of the Board, are free from any relationship that would interfere with the exercise of his or her independent judgment as a member of the Committee. For these purposes, a board member is considered an independent board member if he or she is not an "interested person" of the Fund, as that term is defined in the Investment Company Act of 1940, as amended. The Board shall designate the Chair of the Committee by majority vote. The Chair of the Committee shall be responsible for leadership of the Committee including, but not limited to, preparing the agenda, presiding over meetings and reporting the Committee's actions to the Board. The Board may replace members of the Committee for any reason.
2. The functions of the Committee are:
1. To make nominations for independent trustee membership on the Board of Trustees when necessary. Potential nominees may be considered in light of their professional experience, education, skill and other individual qualities and attributes that contribute to the Board. The Committee may take into account a wide variety of factors in considering potential nominees, including (but not limited to): (i) availability and commitment of a candidate to attend meetings and perform his or her responsibilities on the Board, (ii) relevant industry and related experience, (iii) educational background, (iv) financial expertise, (v) ability, judgment and expertise and (vi) overall diversity of the Board's composition;
2. To consider nominee candidates proposed for the Board of Trustees properly submitted in accordance with Appendix A by shareholders of the Fund on the same basis as it considers and evaluates candidates recommended by other sources;
3. To review periodically Board governance practices and procedures and any recommendations of the Chief Compliance Officer of the Funds relating thereto, and to recommend to the Board any changes it may deem appropriate;
4. To review periodically trustee compensation and to recommend to the independent trustees any changes it may deem appropriate;
5. To review committee chair assignments and committee assignments on an annual basis;
6. To review on an annual basis the responsibilities and charter of each committee of the Board, whether there is continuing need for each committee, whether there is a need for additional committees of the Board, and whether committees should be combined or reorganized, and to make recommendations for any such action to the Board;
7. To plan and administer the Board's annual self-evaluation process;
8. To consider the structure, operations and effectiveness of the Committee annually;
9. To evaluate on at least an annual basis the independence of counsel to the independent trustees, to make recommendations to the independent trustees regarding their determination of such counsel's status as an "independent legal counsel" under applicable SEC rules, and to supervise such counsel; and
10. To perform such other functions as the Board may from time to time assign to the Committee.
3. The Committee shall meet at least once annually, or more frequently as circumstances dictate. Special meetings (including telephone meetings) may be called by the Chair or a majority of the members of the Committee upon reasonable notice to the other members of the Committee. A majority of the members of the Committee shall constitute a quorum, and the Committee will act at an in person or telephonic meeting only by majority vote. The Committee may also act by unanimous written consent. The matters to be considered by the Committee, at any meeting or in general, shall be in the sole discretion of the Nominating Committee. Membership of the Committee shall not be deemed to impose on any Trustee an obligation or duty, or to imply any experience, expertise, or knowledge, different from or greater than that of any other Trustee.
4. Subject to the agreement of a majority of the Independent Trustees, the Committee shall have the resources and authority appropriate to discharge
its responsibilities, including authority to retain special counsel and other experts or consultants at the expense of the appropriate Fund.
5. The Committee shall review this Charter at least annually and recommend to the Board any changes it deems appropriate.
6. The Committee hereby adopts the following retirement policy: No Trustee may continue to serve as a Trustee of each Trust after the end of the calendar year in which the Trustee attains the age of 72.
Adopted: December 12, 2014Amended: December 8, 2016
Appendix A
Procedures for Shareholders to Submit Nominee Candidates
A shareholder of a Trust, or of any series thereof, if applicable, must follow the following procedures in order to submit properly a nominee recommendation for the Committee's consideration.
(a) The shareholder must submit any such recommendation (a "Shareholder Recommendation") in writing to a Trust, to the attention of the Trust's Secretary, at the address of the principal executive offices of the Trust.
(b) The Shareholder Recommendation must be delivered to, or mailed and received at, the principal executive offices of a Trust not less than sixty (60) calendar days nor more than ninety (90) calendar days prior to the date of the Board or shareholder meeting at which the nominee candidate would be considered for election. Shareholder Recommendations will be kept on file for two years after receipt of the Shareholder Recommendation. A Shareholder Recommendation considered by the Committee in connection with the Committee's nomination of any candidate(s) for appointment or election as an independent Trustee need not be considered again by the Committee in connection with any subsequent nomination(s).
(c) The Shareholder Recommendation must include: (i) a statement in writing setting forth (A) the name, age, date of birth, business address, residence address and nationality of the person recommended by the shareholder (the "candidate"), and the names and addresses of at least three professional references; (B) the number of all shares of a Trust (including the series and class, if applicable) owned of record or beneficially by the candidate, the date such shares were acquired and the investment intent of such acquisition(s), as reported to such shareholder by the candidate; (C) any other information regarding the candidate called for with respect to director nominees by paragraphs (a), (d), (e) and (f) of Item 401 of Regulation S-K or paragraph (b) of Item 22 of Rule 14a-101 (Schedule 14A) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), adopted by the Securities and Exchange Commission (or the corresponding provisions of any applicable regulation or rule subsequently adopted by the Securities and Exchange Commission or any successor agency with jurisdiction related to a Trust); (D) any other information regarding the candidate that would be required to be disclosed if the candidate were a nominee in a proxy statement or other filing required to be made in connection with solicitation of proxies for election of directors pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder or any other applicable law or regulation; and (E) whether the recommending shareholder believes that the candidate is or will be an "interested person" of a Trust (as defined in the Investment Company Act of 1940, as amended) and, if not an
"interested person," information regarding the candidate that will be sufficient, in the discretion of the Board or the Committee, for a Trust to make such determination; (ii) the written and signed consent of the candidate to be named as a nominee and to serve as a Trustee if elected; (iii) the recommending shareholder's name as it appears on a Trust's books; (iv) the number of all shares of a Trust (including the series and class, if applicable) owned beneficially and of record by the recommending shareholder; (v) a complete description of all arrangements or understandings between the recommending shareholder and the candidate and any other person or persons (including their names) pursuant to which the recommendation is being made by the recommending shareholder including, without limitation, all direct and indirect compensation and other material monetary agreements, arrangements and understandings between the candidate and recommending shareholder during the past three years, and (vi) a brief description of the candidate's relevant background and experience for membership on the Board, such as qualification as an audit committee financial expert.
(d) The Committee may require the recommending shareholder to furnish such other information as it may reasonably require or deem necessary to verify any information furnished pursuant to paragraph 3 above or to determine the eligibility of the candidate to serve as a Trustee of a Trust or to satisfy applicable law. If the recommending shareholder fails to provide such other information in writing within seven days of receipt of a written request from the Committee, the recommendation of such candidate as a nominee will be deemed not properly submitted for consideration, and the Committee will not be required to consider such candidate.
BENEFICIAL OWNERS OF FUND SHARES AS OF JUNE 30, 2017
HARTFORD FUNDS EXCHANGE-TRADED TRUST
As of June 30, 2017, the following shareholders owned beneficially or of record 5% or more of the outstanding shares of the Funds.Fund, as of the Record Date, is set forth below.
Fund | Shares Held | % of Fund | Shareholder Name and Address | ||||||||||||
Hartford Corporate Bond ETF | 290,000 | 96.67 | % | JPMorgan Chase Bank NA 14201 Dallas Parkway Chase International Plaza Dallas, TX 75254 | |||||||||||
Hartford Quality Bond ETF | 390,000 | 97.50 | % | JPMorgan Chase Bank NA 14201 Dallas Parkway Chase International Plaza Dallas, TX 75254 |
LATTICE STRATEGIES TRUST
Shareholder | Percentage of Ownership | |
State Street Bank & Trust Company | 76.15% | |
JPMorgan Chase Bank, National Association | 10.25% | |
Pershing LLC | 9.47% |
As of June 30, 2017, the following shareholders owned beneficially orRecord Date, HFMC, Wellington and The Hartford Growth Allocation Fund each may be deemed to control the Fund due to its beneficial ownership of record 5%25% or more of the outstanding shares of the Funds.Fund.
Fund | Shares Held | % of Fund | Shareholder Name and Address | ||||||||||||
Hartford Multifactor Developed Markets (ex-US) ETF | 1,438,252 | 47.94 | % | Charles Schwab & Co., Inc. 101 Montgomery St. San Francisco, CA 94104 | |||||||||||
Hartford Multifactor Developed Markets (ex-US) ETF | 393,319 | 13.11 | % | National Financial Services LLC 200 Liberty St. One World Financial Center New York, NY 10281 | |||||||||||
Hartford Multifactor Developed Markets (ex-US) ETF | 349,595 | 11.65 | % | Edward D. Jones & Co. 700 Maryville Centre Dr. St. Louis, MO 63141 | |||||||||||
Hartford Multifactor Developed Markets (ex-US) ETF | 200,000 | 6.67 | % | Credit Suisse Securities (USA) LLC One Madison Ave., 3rd Floor New York, NY 10010 | |||||||||||
Hartford Multifactor Developed Markets (ex-US) ETF | 175,301 | 5.84 | % | LPL Financial Corporation LPL Financial 4707 Executive Dr. San Diego, CA 92121 |
Fund | Shares Held | % of Fund | Shareholder Name and Address | ||||||||||||
Hartford Multifactor Developed Markets (ex-US) ETF | 165,488 | 5.52 | % | TD Ameritrade Clearing, Inc. 4211 South 102nd St. Omaha, NE 68127 | |||||||||||
Hartford Multifactor Emerging Markets ETF | 1,123,347 | 66.08 | % | Charles Schwab & Co., Inc. 101 Montgomery St. San Francisco, CA 94104 | |||||||||||
Hartford Multifactor Emerging Markets ETF | 266,630 | 15.68 | % | National Financial Services LLC 200 Liberty St. One World Financial Center New York, NY 10281 | |||||||||||
Hartford Multifactor Emerging Markets ETF | 108,800 | 6.40 | % | The Fifth Third Bank Fifth Third Center 38 Fountain Square Plaza, MD 116311 Cincinnati, OH 45263 | |||||||||||
Hartford Multifactor Emerging Markets ETF | 106,221 | 6.25 | % | Merrill Lynch, Pierce, Fenner & Smith Incorporated 1 Bryant Park New York, NY 10036 | |||||||||||
Hartford Multifactor Global Small Cap ETF | 180,702 | 36.14 | % | Charles Schwab & Co., Inc. 101 Montgomery St. San Francisco, CA 94104 | |||||||||||
Hartford Multifactor Global Small Cap ETF | 95,463 | 19.09 | % | Merrill Lynch, Pierce, Fenner & Smith Incorporated 1 Bryant Park New York, NY 10036 | |||||||||||
Hartford Multifactor Global Small Cap ETF | 80,927 | 16.19 | % | TD Ameritrade Clearing, Inc. 4211 South 102nd St. Omaha, NE 68127 |
Fund | Shares Held | % of Fund | Shareholder Name and Address | ||||||||||||
Hartford Multifactor Global Small Cap ETF | 47,045 | 9.41 | % | National Financial Services LLC 200 Liberty St. One World Financial Center New York, NY 10281 | |||||||||||
Hartford Multifactor Global Small Cap ETF | 35,845 | 7.17 | % | Merrill Lynch 1 Bryant Park New York, NY 10036 | |||||||||||
Hartford Multifactor Global Small Cap ETF | 32,272 | 6.45 | % | J.P. Morgan Securities LLC/JPMC 383 Madison Ave. New York, NY 10179 | |||||||||||
Hartford Multifactor Low Volatility International Equity ETF | 90,000 | 90.00 | % | JPMorgan Chase Bank NA 14201 Dallas Parkway Chase International Plaza Dallas, TX 75254 | |||||||||||
Hartford Multifactor Low Volatility US Equity ETF | 140,000 | 93.33 | % | JPMorgan Chase Bank NA 14201 Dallas Parkway Chase International Plaza Dallas, TX 75254 | |||||||||||
Hartford Multifactor REIT ETF | 200,000 | 28.57 | % | JPMorgan Chase Bank NA 14201 Dallas Parkway Chase International Plaza Dallas, TX 75254 | |||||||||||
Hartford Multifactor REIT ETF | 179,244 | 25.61 | % | Charles Schwab & Co., Inc. 101 Montgomery St. San Francisco, CA 94104 | |||||||||||
Hartford Multifactor REIT ETF | 128,811 | 18.40 | % | Merrill Lynch 1 Bryant Park New York, NY 10036 | |||||||||||
Hartford Multifactor REIT ETF | 80,175 | 11.45 | % | TD Ameritrade Clearing, Inc. 4211 South 102nd St. Omaha, NE 68127 | |||||||||||
Hartford Multifactor US Equity ETF | 700,927 | 70.09 | % | Charles Schwab & Co., Inc. 101 Montgomery St. San Francisco, CA 94104 |
Fund | Shares Held | % of Fund | Shareholder Name and Address | ||||||||||||
Hartford Multifactor US Equity ETF | 214,489 | 21.45 | % | National Financial Services LLC 200 Liberty St. One World Financial Center New York, NY 10281 |
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PROXY CARD Sign, date and vote on the reverse side VOTER PROFILE: Voter ID: XXXXXXXX Security ID: XXXXXXXXX Shares to Vote: **confidential** Household ID: 000000000 **please call the phone number to the right for more information VOTE REGISTERED TO: YOUR VOTE IS IMPORTANT NO MATTER HOW MANY SHARES YOU OWN. PLEASE CAST YOUR PROXY VOTE TODAY! VOTER CONTROL NUMBER: XXXX XXXX XXXX Vote by Internet: Go to the website below and enter your control number or simply use your camera on your smart phone to scan this QR code. https://vote.proxyonline.com Vote by Phone: Call (888) 227-9349 for automated touch-tone service or the number below to speak with a representative. (800) 848-3409 Toll Free Vote by Mail: Complete the reverse side of this proxy card and return it in the envelope provided. USPS Postage-Paid Envelope Hartford Large Cap Growth ETF (a series of Hartford Funds Exchange-Traded Trust) PROXY FOR A SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON NOVEMBER 2, 2023 The undersigned hereby revokes all previous proxies for his/her shares of the above listed fund (the “Fund”) and appoints Thomas R. Phillips and Alice A. Pellegrino, and each of them, proxies of the undersigned with full power of substitution to vote all shares of the Fund that the undersigned is entitled to vote at the Fund’s Special Meeting of Shareholders (“Special Meeting”) to be at the offices of Hartford Funds Management Company, LLC (“HFMC”), 690 Lee Road, Wayne, Pennsylvania, 19087 at 10:00 a.m., Eastern time on November 2, 2023, including any postponements or adjournments thereof, upon the matter set forth on the reverse side and instructs them to vote upon any other matters that may properly be acted upon at the Special Meeting. Do you have questions? If you have any questions about how to vote your proxy or about the Special Meeting in general, please call toll-free (800) 848-3409. Representatives are available to assist you Monday through Friday, from 9 a.m. to 10 p.m., Eastern time. IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE JOINT SPECIAL
MEETING OF SHAREHOLDERS TO BE HELD ON OCTOBER 3, 2017:NOVEMBER 2, 2023. The proxy statement and the accompanying Notice of Special Meeting of Shareholders are available at: https://vote.proxyonline.com/Hartford/docs/SpecialMeeting2023.pdf SHAREHOLDER PRIVACY: To ensure your privacy there is no personal information required to view or request proxy materials and/or vote. The control number listed above is a unique identifier created for this proxy and this proxy only. It is not linked to your account number nor can it be used in any other manner other than this proxy.
PROXY CARD HARTFORD LARGE CAP GROWTH ETF NOTE: PLEASE SIGN EXACTLY AS YOUR NAME(S) APPEAR(S) ON THIS PROXY CARD. If joint owners, EITHER may sign this Proxy Card. When signing as attorney, executor, administrator, trustee, guardian, or custodian for a minor, please give your full title. When signing on behalf of a corporation or as a partner for a partnership, please give the full corporate or partnership name and your title, if any. SIGNATURE (AND TITLE IF APPLICABLE) DATE SIGNATURE (IF HELD JOINTLY) DATE This proxy is solicited on behalf of the Board of Trustees. The Board unanimously recommends that you vote “FOR” the proposal. The proxy will be voted as specified by the undersigned. If no specification is made, this proxy shall be voted FOR the proposal. If any other matters properly come before the Special Meeting to be voted on, the proxy holders will vote, act and consent on those matters in accordance with the views of management. THE NOTICEBOARD OF TRUSTEES UNANIMOUSLY RECOMMENDS A VOTE FOR THE FOLLOWING: TO VOTE, MARK CIRCLE IN BLUE OR BLACK INK. Example: PROPOSAL: FOR AGAINST ABSTAIN 1. To approve reclassifying the Fund from a diversified investment company to a non-diversified investment company and eliminating a related fundamental diversification policy. O O O You can vote on the internet, by telephone or by mail. Please see the reverse side for instructions. PLEASE VOTE ALL YOUR BALLOTS IF YOU RECEIVED MORE THAN ONE BALLOT DUE TO MULTIPLE INVESTMENTS IN THE FUND. REMEMBER TO SIGN AND DATE ABOVE BEFORE MAILING IN YOUR VOTE. THIS PROXY CARD IS VALID ONLY WHEN IT IS SIGNED AND DATED. THANK YOU FOR CASTING YOUR VOTETHEJOINTPROXYSTATEMENTAREAVAILABLEATWWW.HARTFORDFUNDS.COM/ETFPROXY.
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