COMBINED STATEMENT OF ADDITIONAL INFORMATION
FOR HARTFORD HLS FUNDS
This Combined Statement of Additional Information (SAI) is not a prospectus, and it should be read in conjunction with the prospectuses of Hartford Series Fund, Inc. and Hartford HLS Series Fund II, Inc. (each a Company and together the Companies), as described below and as supplemented from time to time. Each Company is an open-end management investment company currently consisting of thirty and four separate investment portfolios, respectively (each such portfolio discussed in this Combined SAI is referred to herein as a Fund or an HLS Fund and collectively as the Funds or HLS Funds). Each Company offers up to two classes of shares of each of its Funds.
HARTFORD SERIES FUND, INC.
Including:
|
|
Class IA
|
|
Class IB
|
|
Hartford Balanced HLS Fund(1)
|
|
HADAX
|
|
HAIBX
|
|
Hartford Capital Appreciation HLS Fund
|
|
HIACX
|
|
HIBCX
|
|
Hartford Disciplined Equity HLS Fund
|
|
HIAGX
|
|
HBGIX
|
|
Hartford Dividend & Growth HLS Fund
|
|
HIADX
|
|
HDGBX
|
|
Hartford Global Growth HLS Fund
|
|
HIALX
|
|
HBGLX
|
|
Hartford Global Research HLS Fund
|
|
HVGAX
|
|
HVGBX
|
|
Hartford Growth HLS Fund
|
|
HGIAX
|
|
HBGRX
|
|
Hartford Healthcare HLS Fund
|
|
HIAHX
|
|
HBGHX
|
|
Hartford High Yield HLS Fund
|
|
HIAYX
|
|
HBHYX
|
|
Hartford Index HLS Fund
|
|
HIAIX
|
|
HBIDX
|
|
Hartford International Opportunities HLS Fund
|
|
HIAOX
|
|
HBIOX
|
|
Hartford MidCap HLS Fund
|
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HIMCX
|
|
HBMCX
|
|
Hartford MidCap Value HLS Fund
|
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HMVIX
|
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HBMVX
|
|
Hartford Money Market HLS Fund
|
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HIAXX
|
|
HBMXX
|
|
Hartford Small Company HLS Fund
|
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HIASX
|
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HDMBX
|
|
Hartford Stock HLS Fund
|
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HSTAX
|
|
HIBSX
|
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Hartford Total Return Bond HLS Fund
|
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HIABX
|
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HBNBX
|
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Hartford Value HLS Fund
|
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HIAVX
|
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HBVLX
|
|
(1) Effective June 29, 2012, Hartford Advisers HLS Fund was renamed Hartford Balanced HLS Fund.
HARTFORD HLS SERIES FUND II, INC.
Including:
|
|
Class IA
|
|
Class IB
|
|
Hartford Growth Opportunities HLS Fund
|
|
HAGOX
|
|
HBGOX
|
|
Hartford Small/Mid Cap Equity HLS Fund
|
|
HMCSX
|
|
HMCVX
|
|
Hartford SmallCap Growth HLS Fund
|
|
HISCX
|
|
HBSGX
|
|
Hartford U.S. Government Securities HLS Fund
|
|
HAUSX
|
|
HBUSX
|
|
CLASS IA and CLASS IB SHARES
Each Funds prospectus is incorporated by reference into this SAI, and the portions of this SAI that relate to each Fund have been incorporated by reference into such Funds prospectus. The portions of this SAI that do not relate to a Fund do not form a part of such Funds SAI, have not been incorporated by reference into such Funds prospectus and should not be relied upon by investors in such Fund.
The Funds audited financial statements as of December 31, 2012 appearing in the Companies Annual Reports to Shareholders are incorporated herein by reference. A free copy of each Annual/Semi-Annual Report and each Funds prospectus is available on the Funds website at www.hlsfunds.com/prospectus, upon request by writing to: Hartford HLS Funds, c/o The Hartford Wealth Management Global Annuities, P.O. Box 14293, Lexington, KY 40512-4293, or by calling 1-800-862-6668.
Date of Prospectuses: May 1, 2013 (Class IA and Class IB Shares)
Date of Statement of Additional Information: May 1, 2013
1
GENERAL INFORMATION
Hartford Series Fund, Inc. and Hartford HLS Series Fund II, Inc. (each a Company and together, the Companies) are open-end management investment companies consisting of thirty and four separate investment portfolios or mutual funds, respectively. This SAI relates to all of the HLS Funds listed on the front cover page (each such portfolio discussed in this SAI is referred to as an HLS Fund or a Fund and together, the HLS Funds or the Funds), each of which may serve as an underlying investment vehicle for variable annuity and variable life insurance separate accounts of Hartford Life Insurance Company, Hartford Life and Annuity Insurance Company and other insurance companies, and for certain qualified retirement plans. Each HLS Fund offers up to two classes of shares: Class IA and Class IB. Hartford Funds Management Company, LLC (HFMC) is the investment manager and Hartford Life Insurance Company (Hartford Life) provides administrative services to each HLS Fund. HFMC and Hartford Life are indirect wholly owned subsidiaries of The Hartford Financial Services Group, Inc. (The Hartford), a Connecticut financial services company. In addition, Wellington Management Company, LLP (Wellington Management) and Hartford Investment Management Company (Hartford Investment Management), an affiliate of HFMC, are sub-advisers to certain of the HLS Funds and provide the day-to-day investment management of such HLS Funds portfolios (each a sub-adviser and collectively, the sub-advisers). Hartford Investment Management is a wholly owned subsidiary of The Hartford. The Hartford also sponsors a family of mutual funds that is offered directly to the public. HFMC is also the investment manager to that fund family. Hartford Investment Financial Services, LLC (HIFSCO), a wholly owned subsidiary of The Hartford, is principal underwriter to that fund family. Each HLS Fund, except Growth Opportunities HLS Fund, Small/Mid Cap Equity HLS Fund, SmallCap Growth HLS Fund, and U.S. Government Securities HLS Fund, is an investment portfolio (series) of Hartford Series Fund, Inc., a Maryland corporation registered with the Securities and Exchange Commission (SEC) as an open-end management investment company. Hartford Series Fund, Inc. issues a separate series of shares of common stock for each HLS Fund that is a series of Hartford Series Fund, Inc., representing a fractional undivided interest in such HLS Fund. Each such series of shares is subdivided into up to two classes: Class IA and IB. Each HLS Fund described in this SAI offers both classes of shares.
Growth Opportunities HLS Fund, Small/Mid Cap Equity HLS Fund, SmallCap Growth HLS Fund and U.S. Government Securities HLS Fund are investment portfolios (series) of Hartford HLS Series Fund II, Inc., a Maryland corporation (together with Hartford Series Fund, Inc., the Companies and each, a Company) registered with the SEC as an open-end management investment company. Hartford HLS Series Fund II, Inc. issues a separate series of shares of common stock for each HLS Fund that is a series of Hartford HLS Series Fund II, Inc., representing a fractional undivided interest in such HLS Fund. Each such series of shares is subdivided into two classes: Class IA and IB.
Each HLS Fund is a diversified fund.
The Board of Directors of the relevant Company may reclassify authorized shares to increase or decrease the allocation of shares in each HLS Fund. The Board of Directors is also authorized, from time to time and without further shareholder approval, to authorize additional shares of any HLS Fund or to classify and reclassify existing and new funds into one or more classes. A reference to the Board of Directors shall refer to the Board of Directors of the Company in question (or, as the case may be, to the Board of Directors of the Company of which the HLS Fund in question is a series).
In this SAI, the HLS Funds that are series of Hartford Series Fund, Inc. are sometimes collectively referred to as the Hartford HLS Series Funds, and the HLS Funds that are series of Hartford HLS Series Fund II, Inc. are sometimes collectively referred to as the Hartford HLS II Funds.
The year of each HLS Funds organization is indicated below:
Balanced HLS Fund*
|
|
1983
|
|
Capital Appreciation HLS Fund*
|
|
1983
|
|
Disciplined Equity HLS Fund
|
|
1998
|
|
Dividend and Growth HLS Fund*
|
|
1994
|
|
Global Growth HLS Fund
|
|
1998
|
|
Global Research HLS Fund
|
|
2008
|
|
Growth HLS Fund
|
|
2002
|
|
Growth Opportunities HLS Fund**
|
|
1987
|
|
Healthcare HLS Fund
|
|
2000
|
|
High Yield HLS Fund
|
|
1998
|
|
Index HLS Fund*
|
|
1987
|
|
International Opportunities HLS Fund*
|
|
1990
|
|
MidCap HLS Fund*
|
|
1997
|
|
MidCap Value HLS Fund
|
|
2001
|
|
Money Market HLS Fund*
|
|
1980
|
|
Small Company HLS Fund*
|
|
1996
|
|
Small/Mid Cap Equity HLS Fund**
|
|
1998
|
|
3
SmallCap Growth HLS Fund**
|
|
1994
|
|
Stock HLS Fund*
|
|
1977
|
|
Total Return Bond HLS Fund*
|
|
1977
|
|
U.S. Government Securities HLS Fund**
|
|
1987
|
|
Value HLS Fund
|
|
2001
|
|
*
Prior to their reorganization as a series of a Maryland corporation on August 28, 2002, these HLS Funds were each organized as a separate Maryland corporation.
**
Prior to their reorganization as a series of a Maryland corporation on April 30, 2002, these HLS Funds were each organized as a series of a Minnesota corporation.
Hartford Life also sponsors a family of mutual funds known as The Hartford Mutual Funds, which are offered directly to the public (the Retail Funds). HFMC also acts as the investment adviser to the Retail Funds, some of which have names and investment objectives and strategies similar to those of certain funds described in this SAI. The funds are not duplicates of the Retail Funds and their performance will differ. The Retail Funds are separate funds and should not be confused with the Hartford HLS Funds investment options described in this SAI.
Investments in the HLS Funds are not:
·
Deposits or obligations of any bank;
·
Guaranteed or endorsed by any bank; or
·
Federally insured or guaranteed by the Federal Deposit Insurance Corporation, the Federal Reserve Board or any other federal agency.
INVESTMENT OBJECTIVES AND POLICIES
The investment objectives and principal investment strategies of each HLS Fund are described in each HLS Funds prospectus. Additional information concerning certain of the HLS Funds investments, strategies and risks is set forth below. With respect to percentage restrictions on investments described in this SAI or in any prospectus, except with respect to the limitations on borrowing from banks set forth below under Fundamental Investment Restrictions of the HLS Funds, if such percentage restrictions are adhered to at the time of investment, a later increase or decrease in such percentage resulting from a change in the values of securities or loans or amount of net assets or security characteristics is not a violation of any of such restrictions. Except for the investment restrictions listed below as fundamental or to the extent designated as such in any prospectus, each HLS Funds investment objective and the other investment policies described in this SAI or in any prospectus are not fundamental and may be changed without shareholder approval.
A.
FUNDAMENTAL INVESTMENT RESTRICTIONS OF THE HLS FUNDS
Each HLS Fund has adopted the following fundamental investment restrictions, which may not be changed without approval of a majority of the applicable HLS Funds outstanding voting securities, as defined in the Investment Company Act of 1940, as amended (the 1940 Act). Under the 1940 Act and as used in the prospectuses and this SAI, a majority of the outstanding voting securities means the approval of the lesser of (1) the holders of 67% or more of the outstanding shares of an HLS Fund (or a class of the outstanding shares of an HLS Fund) represented at a meeting if the holders of more than 50% of the outstanding shares of the HLS Fund (or class) are present in person or by proxy or (2) the holders of more than 50% of the outstanding shares of the HLS Fund (or of the class). Unless otherwise provided below, all references below to the assets of each HLS Fund are in terms of current market value.
Each HLS Fund:
1.
will not borrow money or issue any class of senior securities, except to the extent consistent with the 1940 Act and the rules and regulations thereunder, or as may otherwise be permitted from time to time by regulatory authority;
2.
(except Healthcare HLS Fund) will not purchase the securities or loans of any issuer or borrower (other than securities or loans issued or guaranteed by the U.S. government or any of its agencies or instrumentalities) if, as a result, more than 25% of the HLS Funds total assets would be invested in the securities or loans of companies whose principal business activities are in the same industry.
Healthcare HLS Fund will normally invest at least 25% of its total assets, in the aggregate, in the following industries: pharmaceuticals and biotechnology, medical products and health services;
3.
will not make loans, except to the extent consistent with the 1940 Act, and the rules and regulations thereunder, or as may otherwise be permitted from time to time by regulatory authority;
4
4.
will not act as an underwriter of securities of other issuers, except to the extent that, in connection with the disposition of portfolio securities, the HLS Fund may be deemed an underwriter under applicable laws;
5.
will not purchase or sell real estate unless acquired as a result of ownership of securities or other instruments, although it may purchase securities secured by real estate or interests therein, or securities issued by companies which invest in real estate or interests therein; and
6.
will not purchase or sell commodities or commodities contracts, except that an HLS Fund may purchase or sell financial futures contracts, options on financial futures contracts and futures contracts, forward contracts, and options with respect to foreign currencies, and may enter into swap transactions or other financial transactions of any kind.
B.
NON-FUNDAMENTAL INVESTMENT RESTRICTIONS OF THE HLS FUNDS
The following restrictions are non-fundamental restrictions and may be changed by the Board of Directors without shareholder approval.
Each HLS Fund may not:
1.
Pledge its assets other than to secure permitted borrowings or to secure investments permitted by the HLS Funds investment policies as set forth in its prospectus and this SAI, as they may be amended from time to time, and applicable law.
2.
Purchase securities on margin except to the extent permitted by applicable law.
3.
Purchase securities while outstanding borrowings exceed 5% of the HLS Funds total assets, except where the borrowing is for temporary or emergency purposes. Reverse repurchase agreements, dollar rolls, securities lending, and other investments or transactions described in the HLS Funds prospectus and this SAI, as they may be amended from time to time, are not deemed to be borrowings for purposes of this restriction.
4.
Make short sales of securities or maintain a short position, except to the extent permitted by the HLS Funds prospectus and SAI, as amended from time to time, and applicable law.
5.
Except for Money Market HLS Fund, invest more than 15% of the HLS Funds net assets in illiquid securities (5% of its total assets for Money Market HLS Fund).
Additionally, Disciplined Equity HLS Fund, Healthcare HLS Fund, Global Research HLS Fund, High Yield HLS Fund, MidCap HLS Fund, Small/Mid Cap Equity HLS Fund, MidCap Value HLS Fund, Small Company HLS Fund, SmallCap Growth HLS Fund, Stock HLS Fund, Total Return Bond HLS Fund and U.S. Government Securities HLS Fund each have a name that suggests a focus on a particular type of investment, and in accordance with Rule 35d-1 under the 1940 Act, each of these HLS Funds has adopted a policy that it will, under normal circumstances, invest at least 80% of the value of its assets in investments of the type suggested by its name as set forth in the Principal Investment Strategy section of each HLS Funds prospectus.
C.
NON-FUNDAMENTAL TAX RESTRICTIONS OF THE HLS FUNDS
Each HLS Fund must:
1.
Maintain its assets so that, at the close of each quarter of its taxable year,
(a)
at least 50 percent of the fair market value of its total assets is comprised of cash, cash items, U.S. Government securities, securities of other regulated investment companies and other securities (including bank loans), limited in respect of any one issuer to no more than 5 percent of the fair market value of the HLS Funds total assets and 10 percent of the outstanding voting securities of such issuer, and
(b)
no more than 25 percent of the fair market value of its total assets is invested in the securities (including bank loans) of any one issuer (other than U.S. Government securities and securities of other regulated investment companies), or of two or more issuers controlled by the HLS Fund and engaged in the same, similar, or related trades or businesses, or of one or more qualified publicly traded partnerships.
These tax-related limitations are subject to cure provisions under applicable tax laws and may be changed by the Board of Directors to the extent appropriate in light of changes to applicable tax law requirements.
2.
Maintain its assets so that it is adequately diversified within the meaning of Section 817(h) of the Internal Revenue Code and regulations thereunder. Generally, this means that at the close of each calendar quarter, or within 30 days thereafter,
(a)
no more than 55% of the value of the assets in the HLS Fund is represented by any one investment,
(b)
no more than 70% of the value of the assets in the HLS Fund is represented by any two investments,
(c)
no more than 80% of the value of the assets in the HLS Fund is represented by any three investments, and
(d)
no more than 90% of the value of the total assets of the HLS Fund is represented by any four investments.
5
In determining whether the above diversification standards are met, each U.S Government agency or instrumentality shall be treated as a separate issuer.
D.
CLASSIFICATION
Each HLS 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 each such HLS Funds 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 such HLS Fund and (ii) to not more than 10% of the outstanding voting securities of such issuer.
A Fund may not change its classification status from diversified to non-diversified without the prior approval of shareholders.
E.
CERTAIN INVESTMENT STRATEGIES, RISKS AND CONSIDERATIONS
The investment objective and principal investment strategies for each HLS Fund are discussed in each HLS Funds prospectus. Set forth below are further descriptions of certain types of investments and investment strategies used by one or more of the HLS Funds. Please see each HLS Funds prospectus and the Investment Objectives and Policies section of this SAI for further information on each HLS Funds investment policies and risks.
Certain descriptions in each HLS Funds prospectus and this SAI of a particular investment practice or technique in which the HLS Funds may engage or a financial instrument that the HLS Funds may purchase are meant to describe the spectrum of investments that an HLS Funds sub-adviser, in its discretion, might, but is not required to, use in managing the HLS Funds portfolio assets in accordance with the HLS Funds investment objective, policies, and restrictions. The sub-adviser, in its discretion, may employ any such practice, technique, or instrument for one or more of the HLS Funds, but not for all of the HLS Funds, for which it serves as sub-adviser. It is possible that certain types of financial instruments or techniques may not be available, permissible or effective for their intended purposes in all markets.
INVESTMENT RISKS
The table and discussion set forth below provide descriptions of some of the types of investments and investment strategies that one or more of the HLS Funds may use, and the risks and considerations associated with those investments and investment strategies. Please see each HLS Funds Prospectus and the Investment Objectives and Policies section of this SAI for further information on each HLS Funds investment policies and risks. Information contained in this section about the risks and considerations associated with an HLS Funds investments and/or investment strategies applies only to those HLS Funds specifically identified in the tables below as making each type of investment or using each investment strategy (each, a Covered Fund). Information that does not apply to a Covered Fund does not form a part of that Covered Funds SAI and should not be relied on by investors in that Covered Fund. Only information that is clearly identified as applicable to a Covered Fund is considered to form a part of the Covered Funds SAI.
6
|
|
Balanced
HLS
|
|
Capital
Appreciation
HLS
|
|
Disciplined
Equity
HLS
|
|
Dividend
and
Growth
HLS
|
|
Global
Growth
HLS
|
|
Healthcare
HLS
|
|
Global
Research
HLS
|
|
Growth
HLS
|
|
Growth
Opportunities
HLS
|
|
High
Yield
HLS
|
|
Index
HLS
|
|
International
Opportunities
HLS
|
|
MidCap
HLS
|
|
MidCap
Value
HLS
|
|
Money
Market
HLS
|
|
Small
Company
HLS
|
|
Small/Mid
Cap
Equity HLS
|
|
SmallCap
Growth
HLS
|
|
Stock
HLS
|
|
Total
Return
Bond
HLS
|
|
U.S.
Government
Securities
HLS
|
|
Value
HLS
|
Active Trading Risk
|
|
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
|
|
X
|
|
|
|
X
|
|
|
|
X
|
|
X
|
|
X
|
|
|
|
X
|
|
X
|
|
|
Asset Allocation Risk
|
|
X
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Asset Coverage
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
Asset-Backed Securities
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
X
|
|
X
|
|
|
Bank Loans and Loan Participations
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|
|
Floating Rate Loans
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|
|
Loan Participations
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|
|
Senior Loans
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|
|
Unsecured Loans Risk
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|
|
Borrowing
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
Call Risk
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
X
|
|
X
|
|
|
Convertible Securities
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
|
|
X
|
|
X
|
|
X
|
|
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
|
|
X
|
Counterparty Risk
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
Credit Risk
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
|
|
X
|
|
X
|
|
X
|
Depositary Receipts
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
|
|
X
|
Derivative Instruments
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
Options Contracts
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
|
|
X
|
|
X
|
|
X
|
|
|
|
X
|
|
X
|
|
X
|
Futures Contracts & Options on Futures Contracts
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
Swap Agreements & Swaptions
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
|
|
X
|
|
X
|
|
X
|
|
|
|
X
|
|
X
|
|
X
|
|
|
|
X
|
|
X
|
|
X
|
Hybrid Instruments
|
|
X
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|
|
Credit-Linked Securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Index Securities and Structured Notes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Event Linked Bonds
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|
|
Foreign Currency Transactions
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
Risk Factors in Derivative Instruments
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
Dividend Paying Security Investment Risk
|
|
|
|
|
|
X
|
|
X
|
|
X
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|
X
|
|
|
|
|
|
|
|
X
|
|
X
|
|
|
|
|
|
X
|
Dollar Rolls
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
X
|
|
X
|
|
|
Exchange-Traded Funds (ETFs)
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
|
|
X
|
|
X
|
|
X
|
|
|
|
X
|
|
X
|
|
X
|
|
|
|
X
|
|
X
|
|
X
|
Event Risk
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
|
|
X
|
|
X
|
|
X
|
|
|
|
X
|
|
X
|
|
X
|
|
|
|
X
|
|
X
|
|
X
|
Fixed Income Securities
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
Foreign Investments
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
Government Intervention in Financial Markets
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
Growth Orientation Risk
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|
|
|
X
|
|
X
|
|
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
X
|
|
X
|
|
|
|
|
|
|
|
|
Healthcare-Related Securities Risk
|
|
|
|
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
High Yield Securities (Junk Bonds)
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
|
|
X
|
|
X
|
|
X
|
|
|
|
X
|
|
X
|
|
X
|
|
|
|
X
|
|
|
|
X
|
Illiquid Investments
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
Index Strategy Risk
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Industry Concentration Risk
|
|
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Inflation Protected Debt Securities
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
|
|
X
|
|
X
|
|
X
|
Initial Public Offerings
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
|
|
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
|
|
X
|
Interest Rate Risk
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
X
|
|
X
|
|
|
Inverse Floating Rate Securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
X
|
|
X
|
|
|
Investment Grade Securities
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
|
|
X
|
|
X
|
|
X
|
Investment Strategy Risk
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
Investments in Emerging Market Securities
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
|
|
X
|
|
X
|
|
X
|
|
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
|
|
X
|
Lending Portfolio Securities
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
Liquidation of Funds
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
Market Risk
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
Mid Cap Stock Risk
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
|
|
|
|
X
|
|
X
|
|
X
|
|
|
|
X
|
|
X
|
|
X
|
|
X
|
|
|
|
|
|
X
|
Money Market Instruments and Temporary Investment Strategies
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
Mortgage-Related Securities
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
|
|
X
|
|
X
|
|
X
|
Municipal Securities
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
X
|
|
X
|
|
|
Other Capital Securities
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
|
|
X
|
Other Investment Companies
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
Preferred Stock Risk
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
|
|
X
|
|
X
|
|
X
|
|
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
|
|
X
|
Quantitative Investing Risk
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
X
|
|
X
|
|
X
|
|
|
|
X
|
|
X
|
|
|
Real Estate Related Securities Risks
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
|
|
X
|
Recent Fixed Income Market Events
|
|
X
|
|
X
|
|
X
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Repurchase and Reverse Repurchase Agreements
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Restricted Securities
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Securities Trusts
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Small Capitalization Securities
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Sovereign Debt
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Structured Securities
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Taxable Income Risk
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Tracking Error Risk
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U.S. Government Securities Risk
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X
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Value Orientation Risk
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Volatility Risk
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Warrants Risk
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When-Issued and Delayed-Delivery Securities and Forward Commitments Risk
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Zero Coupon Securities
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X
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7
ACTIVE TRADING RISK.
Active or frequent trading of a Funds portfolio securities could increase the Funds transaction costs (thus negatively affecting performance). These effects may also adversely affect Fund performance.
ASSET ALLOCATION RISK.
Asset allocation risk is the risk that a Fund may not achieve its objective or may underperform other funds with similar investment strategies because the Funds strategy for allocating assets among different asset classes does not work as intended.
ASSET COVERAGE.
To the extent required by Securities and Exchange Commission (SEC) guidelines, a Fund will only engage in transactions that expose it to an obligation to another party if it owns either (i) an offsetting position for the same type of financial asset or (ii) cash or liquid securities, designated on the Funds books or held in a segregated account, with a value sufficient at all times to cover its potential obligations not covered in clause (i). Assets used as offsetting positions, designated on the Funds books or held in a segregated account cannot be sold while the position(s) requiring cover is/are open unless replaced with other appropriate assets. As a result, the commitment of a large portion of assets to be used as offsetting positions or to be designated or segregated in such a manner could impede portfolio management or the ability to meet redemption requests or other current obligations.
ASSET-BACKED SECURITIES.
Asset-backed securities are securities backed by home equity loans, installment sale contracts, credit card receivables or other assets. Asset-backed securities are pass-through securities, meaning that principal and interest payments net of expenses made by the borrower on the underlying assets (such as credit card receivables) are passed through to a Fund. The value of asset-backed securities, like that of traditional fixed income securities, typically increases when interest rates fall and decreases when interest rates rise. However, asset-backed securities differ from traditional fixed income securities because of their potential for prepayment. The price paid by a Fund for its asset-backed securities, the yield the Fund expects to receive from such securities and the average life of the securities are based on a number of factors, including the anticipated rate of prepayment of the
underlying assets. In a period of declining interest rates, borrowers may prepay the underlying assets more quickly than anticipated, thereby reducing the yield to maturity and the average life of the asset-backed securities. Moreover, when a Fund reinvests the proceeds of a prepayment in these circumstances, it will likely receive a rate of interest that is lower than the rate on the security that was prepaid. To the extent that a Fund purchases asset-backed securities at a premium, prepayments may result in a loss to the extent of the premium paid. If a Fund buys such securities at a discount, both scheduled payments and unscheduled prepayments will increase current and total returns and unscheduled prepayments will also accelerate the recognition of income which, when distributed to shareholders, will be taxable as ordinary income. In a period of rising interest rates, prepayments of the underlying assets may occur at a slower than expected rate, creating maturity extension risk. This particular risk may effectively change a security that was considered short- or intermediate-term at the time of purchase into a longer term security. Since the value of longer-term securities generally fluctuates more widely in response to changes in interest rates than does the value of shorter term securities, maturity extension risk could increase the volatility of the Fund. When interest rates decline, the value of an asset-backed security with prepayment features may not increase as much as that of other fixed-income securities, and, as noted above, changes in market rates of interest may accelerate or retard prepayments and thus affect maturities.
Asset-backed securities do not always have the benefit of a security interest in the underlying asset. For example, credit card receivables are generally unsecured, and the debtors are entitled to the protection of a number of state and federal consumer credit laws, many of which give such debtors the right to set off amounts owed. The ability of an issuer of asset-backed securities to enforce its security interest in the underlying securities may be limited, and recoveries on repossessed collateral may not, in some cases, be available to support payments on these securities. If the Funds purchase asset-backed securities that are subordinated to other interests in the same asset-backed pool, a Fund as a holder of those securities may only receive payments after the pools obligations to other investors have been satisfied.
BORROWING.
Each Fund may borrow money to the extent set forth under Investment Objectives and Policies. The Funds do not intend to borrow for leverage purposes, except as may be set forth under Investment Objectives and Policies. Interest paid on borrowings will decrease the net earnings of a Fund and will not be available for investment.
BANK LOANS AND LOAN PARTICIPATIONS.
Commercial banks and other financial institutions or institutional investors make corporate loans to companies that need capital to grow or restructure. Borrowers generally pay interest on corporate loans at rates that change in response to changes in market interest rates such as the London Interbank Offered Rate (LIBOR) or the prime rates of U.S. banks. As a result, the value of corporate loan investments is generally less exposed to the adverse effects of shifts in market interest rates than investments that pay a fixed rate of interest. However, because the trading market for certain corporate loans may be less developed than the secondary market for bonds and notes, a Fund may experience difficulties in selling its corporate loans. A Fund may make certain corporate loan investments as part of a broader group of lenders (together often referred to as a syndicate) that is represented by a leading financial institution (or agent bank). The syndicates agent arranges the corporate loans, holds collateral and accepts payments of principal and interest. If the agent develops financial problems or is terminated, the Fund may not recover its investment or recovery may be delayed. Corporate loans may be denominated in currencies other than U.S. dollars and are subject to the credit risk of nonpayment of principal or interest. Further, substantial increases in interest rates may cause an increase in loan defaults. Although the loans will generally be fully collateralized at the time of acquisition, the collateral may decline in value, be relatively illiquid or lose all or substantially all of its value subsequent to investment. If a borrower files for protection from its creditors under the U.S. bankruptcy laws, these laws may limit the Funds rights to the collateral. In addition, the value of collateral may erode during a bankruptcy case. In the event of a bankruptcy, the holder of a corporate loan may not recover its principal, may experience a long delay in recovering its investment and may not receive interest during the delay.
8
The Funds may also invest in second lien loans (secured loans with a claim on collateral subordinate to a senior lenders claim on such collateral) and unsecured loans. Holders claims under unsecured loans are subordinated to claims of creditors holding secured indebtedness and possibly other classes of creditors holding unsecured debt. Unsecured loans have a greater risk of default than secured loans, particularly during periods of deteriorating economic conditions. Also, since they do not afford the lender recourse to collateral, unsecured loans are subject to greater risk of nonpayment in the event of default than secured loans. Many such loans are relatively illiquid and may be difficult to value.
Some bank loans are subject to the risk that a court, pursuant to fraudulent conveyance or other similar laws, could subordinate the bank loans to presently existing or future indebtedness of the borrower or take other action detrimental to the holders of the bank loans, including, in certain circumstances, invalidating such bank loans or causing interest previously paid to be refunded to the borrower. If interest were required to be refunded, it could negatively affect Fund performance.
Indebtedness of companies whose creditworthiness is poor involves substantially greater risks and may be highly speculative. Some companies may never pay off their indebtedness or pay only a small fraction of the amount owed. Consequently, when investing in indebtedness of companies with poor credit, the Funds bear a substantial risk of losing the entire amount invested.
Investments in bank loans through a direct assignment of the financial institutions interest with respect to the bank loan may involve additional risks. For example, if a secured bank loan is foreclosed, a Fund could become part owner of any collateral, and would bear the costs and liabilities associated with owning and disposing of the collateral. In addition, it is conceivable that under emerging legal theories of lender liability, a Fund could be held liable as a co-lender.
Bank loans may be structured to include both term loans, which are generally fully funded at the time of investment, and revolving credit facilities, which would require a Fund to make additional investments in the bank loans as required under the terms of the credit facility at the borrowers demand.
A financial institutions employment as agent bank may be terminated in the event that it fails to observe a requisite standard of care or becomes insolvent. A successor agent bank would generally be appointed to replace the terminated agent bank, and assets held by the agent bank under the loan agreement would remain available to the holders of such indebtedness. However, if assets held by the agent bank for the benefit of a Fund were determined to be subject to the claims of the agent banks general creditors, such Fund may incur certain costs and delays in realizing payments on a bank loan or loan participation and could suffer a loss of principal and/or interest.
Floating Rate Loans.
Certain Funds may invest in interests in floating rate loans (often referred to as floaters). Senior floating rate loans hold the most senior position in the capital structure of a business entity (the Borrower), are typically secured by specific collateral and have a claim on the assets and/or stock of the Borrower that is senior to that held by subordinated debtholders and stockholders of the Borrower. A Fund may also invest in second lien loans (secured loans with a claim on collateral subordinate to a senior lenders claim on such collateral) and unsecured loans. The Funds may also invest in companies whose financial condition is uncertain and that may be involved in bankruptcy proceedings, reorganizations or financial restructurings. Floating rate loans typically have rates of interest that are reset or redetermined daily, monthly, quarterly or semi-annually by reference to a base lending rate, plus a spread. The base lending rates are primarily the London-Interbank Offered Rate (LIBOR), and secondarily the prime rate offered by one or more major United States banks (the Prime Rate) and the certificate of deposit (CD) rate or other base lending rates used by commercial lenders. Floating rate loans are typically structured and administered by a financial institution that acts as the agent of the lenders participating in the floating rate loan. Floating rate loans may be acquired directly through the agent, as an assignment from another lender who holds a direct interest in the floating rate loan or as a participation interest in another lenders portion of the floating rate loan.
The value of the collateral securing a floating rate loan can decline, be insufficient to meet the obligations of the borrower or be difficult to liquidate. As a result, a floating rate loan may not be fully collateralized and can decline significantly in value. Floating rate loans generally are subject to legal or contractual restrictions on resale. The liquidity of floating rate loans, including the volume and frequency of secondary market trading in such loans, varies significantly over time and among individual floating rate loans. For example, if the credit quality of a floating rate loan unexpectedly declines significantly, secondary market trading in that floating rate loan can also decline for a period of time. During periods of infrequent trading, valuing a floating rate loan can be more difficult, and buying and selling a floating rate loan at an acceptable price can be more difficult and delayed. Difficulty in selling a floating rate loan can result in a loss.
Many loans in which a Fund may invest may not be rated by a rating agency, and many, if not all, loans will not be registered with the SEC or any state securities commission and will not be listed on any national securities exchange. The amount of public information available with respect to loans will generally be less extensive than that available for registered or exchange-listed securities. In evaluating the creditworthiness of Borrowers, the investment manager and/or sub-adviser considers, and may rely in part, on analyses performed by others. In the event that loans are not rated, they are likely to be the equivalent of below investment grade quality. Debt securities that are rated below-investment-grade and comparable unrated bonds are viewed by the rating agencies as having speculative characteristics and are commonly known as junk bonds. Historically, senior-secured floating rate loans tend to have more favorable loss recovery rates than more junior types of below-investment-grade debt obligations. Each sub-adviser does not view ratings as the primary factor in its investment decisions and relies more upon its credit analysis abilities than upon ratings.
Loans and other corporate debt obligations are subject to the risk of non-payment of scheduled interest or principal. Floating rate loans are rated below-investment-grade, which means that rating agencies view them as more likely to default in
9
payment than investment-grade loans. Such non-payment would result in a reduction of income to a Fund, a reduction in the value of the investment and a potential decrease in the net asset value of the Fund. Some floating rate loans are also subject to the risk that a court, pursuant to fraudulent conveyance or other similar laws, could subordinate such floating rate loans to presently existing or future indebtedness of the Borrower or take other action detrimental to the holders of floating rate loans including, in certain circumstances, invalidating such floating rate loans or causing interest previously paid to be refunded to the Borrower. If interest were required to be refunded, it could negatively affect the Funds performance.
Prepayment Risks.
Most floating rate loans and certain debt securities allow for prepayment of principal without penalty. Loans and securities subject to prepayment risk generally offer less potential for gains when interest rates decline, and may offer a greater potential for loss when interest rates rise. In addition, with respect to fixed-rate investments, rising interest rates may cause prepayments to occur at a slower than expected rate, thereby effectively lengthening the maturity of the investment and making the investment more sensitive to interest rate changes. Accordingly, the potential for the value of a floating rate loan or security to increase in response to interest rate declines is limited. Further, loans or debt securities purchased to replace a prepaid loan or debt security may have lower yields than the yield on the prepaid loan or debt security.
Market Risks.
Significant events, such as turmoil in the financial and credit markets, terrorist events, and other market disruption events, such as weather or infrastructure disruptions that affect the markets generally, can affect the liquidity of the markets and cause spreads to widen or interest rates to rise, resulting in a reduction in value of a Funds assets. Other economic factors (such as a large downward movement in stock prices, a disparity in supply of and demand for certain loans and securities or market conditions that reduce liquidity) can also adversely affect the markets for debt obligations. Rating downgrades of holdings or their issuers will generally reduce the value of such holdings. Each of the Funds is also subject to income risk, which is the potential for a decline in a Funds income due to falling interest rates or market reductions in spread.
Terrorist attacks and related events, including wars in Iraq and Afghanistan and their aftermath, and continuing occupation of Iraq by coalition forces, have led to increased short-term market volatility and may have long-term effects on U.S. and world economies and markets. A similar disruption of the financial markets, such as the problems in the subprime market, could affect interest rates, auctions, secondary trading, ratings, credit risk, inflation and other factors relating to investments in floating rate loans. In particular, junk bonds and floating rate loans tend to be more volatile than higher-rated fixed income securities; as such, these circumstances and any actions resulting from them may have a greater effect on the prices and volatility of junk bonds and floating rate loans than on higher-rated fixed income securities. The Funds cannot predict the effects of similar events in the future on the U.S. economy.
Material Non-Public Information.
A Fund may be in possession of material non-public information about a Borrower or issuer as a result of its ownership of a loan or security of such Borrower or issuer. Because of prohibitions on trading in securities of issuers while in possession of such information, a Fund may be unable to enter into a transaction in a loan or security of such a Borrower or issuer when it would otherwise be advantageous to do so.
Regulatory Risk.
To the extent that legislation or federal regulators impose additional requirements or restrictions on the ability of financial institutions to make loans, particularly in connection with highly leveraged transactions, floating rate loans for investment may become less available. Any such legislation or regulation could also depress the market values of floating rate loans.
Loan Participations
. A participation interest is a fractional interest in a loan, issued by a lender or other financial institution. The lender selling the participation interest remains the legal owner of the loan. Where a Fund is a participant in a loan, it does not have any direct claim on the loan or any rights of set-off against the borrower and may not benefit directly from any collateral supporting the loan. As a result, the Fund is subject to the credit risk of both the borrower and the lender that is selling the participation. In the event of the insolvency of the lender selling a participation, a Fund may be treated as a general creditor of the lender and may not benefit from any set-off between the lender and the borrower.
The lack of a highly liquid secondary market may have an adverse impact on the ability to dispose of particular loan participations when necessary to meet redemption of a Funds shares, to meet a Funds liquidity needs or when necessary in response to a specific economic event, such as deterioration in the creditworthiness of the borrower. The lack of a highly liquid secondary market for loan participations also may make it more difficult for a Fund to value these investments for purposes of calculating its net asset value.
Senior Loans.
Senior debt (frequently issued in the form of senior notes or referred to as senior loans) is debt that takes priority over other unsecured or otherwise more junior debt owed by the issuer. Senior debt has greater seniority in the issuers capital structure than subordinated debt. In the event the issuer goes bankrupt, senior debt theoretically must be repaid before other creditors receive any payment. There is less readily available, reliable information about most senior loans than is the case for many other types of securities. In addition, there is no minimum rating or other independent evaluation of a borrower or its securities limiting a Funds investments in senior loans, and thus the sub-adviser relies primarily on its own evaluation of a borrowers credit quality rather than on any available independent sources. As a result, a Fund that invests in senior loans is particularly dependent on the analytical abilities of its sub-adviser.
An economic downturn generally leads to a higher non-payment rate, and a senior loan may lose significant value even before a default occurs. Further, any specific collateral used to secure a senior loan may decline in value or become illiquid, which would adversely affect a senior loans value.
10
No active trading market may exist for certain senior loans, which may impair a Funds ability to realize full value in the event that it needs to sell a senior loan and may make it difficult to value senior loans. Adverse market conditions may impair the liquidity of some actively traded senior loans. To the extent that a secondary market does exist for certain senior loans, the market may be subject to irregular trading activity, wide bid/ask spreads and extended trade settlement periods.
Although senior loans in which the Funds invest generally will be secured by specific collateral, there can be no assurance that liquidation of such collateral would satisfy the borrowers obligation in the event of non-payment of scheduled interest or principal or that such collateral could be readily liquidated. In the event of the bankruptcy of a borrower, a Fund could experience delays or limitations with respect to its ability to realize the benefits of the collateral securing a senior loan. If the terms of a senior loan do not require the borrower to pledge additional collateral in the event of a decline in the value of the already pledged collateral, the Fund will be exposed to the risk that the value of the collateral will not at all times equal or exceed the amount of the borrowers obligations under the senior loans. To the extent that a senior loan is collateralized by stock in the borrower or its subsidiaries, such stock may lose all of its value in the event of the bankruptcy of the borrower. Uncollateralized senior loans involve a greater risk of loss. Some senior loans are subject to the risk that a court, pursuant to fraudulent conveyance or other similar laws, could subordinate the senior loans to presently existing or future indebtedness of the borrower or take other action detrimental to lenders, including the Fund. Such court action could under certain circumstances include the invalidation of senior loans.
If a senior loan is acquired through an assignment, a Fund may not be able unilaterally to enforce all rights and remedies under the loan and with regard to any associated collateral. If a senior loan is acquired through a participation, the acquiring Fund generally will have no right to enforce compliance by the borrower with the terms of the loan agreement, and the Fund may not directly benefit from the collateral supporting the debt obligation in which it has purchased the participation. As a result, the Fund will be exposed to the credit risk of both the borrower and the entity selling the participation.
Senior loans in which a Fund may invest may be rated below investment grade. The risks associated with these senior loans are similar to the risks of below investment grade securities, although senior loans are typically senior and secured in contrast to other below investment grade securities, which are often subordinated and unsecured. This higher standing of senior loans has historically resulted in generally higher recoveries in the event of a corporate reorganization. In addition, because their interest rates are typically adjusted for changes in short-term interest rates, senior loans generally are subject to less interest rate risk than other below investment grade securities (which are typically fixed rate).
Unsecured Loans.
The claims of holders of unsecured loans are subordinated to, and thus lower in priority of payment to, claims of creditors holding secured indebtedness and possibly other classes of creditors holding unsecured debt. Unsecured loans have a greater risk of default than secured loans, particularly during periods of deteriorating economic conditions. In addition, since they do not afford the lender recourse to collateral, unsecured loans are subject to greater risk of nonpayment in the event of default than secured loans.
CALL RISK.
Call risk is the risk that an issuer, especially during a period of falling interest rates, may redeem a security by repaying it early, which may reduce a Funds income if the proceeds are then reinvested at lower interest rates.
CONVERTIBLE SECURITIES.
The market value of a convertible security performs like that of a regular debt security; this means that if market interest rates rise, the value of a convertible security usually falls. Convertible securities are also subject to the risk that the issuer will not be able to pay interest or dividends when due, and their market value may change based on changes in the issuers credit rating or the markets perception of the issuers creditworthiness. Since it derives a portion of its value from the common stock into which it may be converted, a convertible security is also subject to the same types of market and issuer risk as its underlying common stock.
COUNTERPARTY RISK.
With respect to certain transactions, such as over-the-counter derivatives contracts or repurchase agreements, a Fund will be exposed to the risk that the counterparty to the transaction may be unable or unwilling to make timely principal, interest or settlement payments, or otherwise to honor its obligations. In the event of a bankruptcy or insolvency of a counterparty, the Fund could experience delays in liquidating its positions and significant losses, including declines in the value of its investment during the period in which the Fund seeks to enforce its rights, the inability to realize any gains on its investment during such period and any fees and expenses incurred in enforcing its rights. The Fund also bears the risk of loss of the amount expected to be received under a derivative transaction in the event of the default or bankruptcy of a counterparty.
CREDIT RISK.
Credit risk refers to the possibility that the issuer of a security will not be able to make timely principal and interest payments. Changes in an issuers credit rating or the markets perception of an issuers creditworthiness may also affect the value of the Funds investment in that issuer. The degree of credit risk depends on both the financial condition of the issuer and the terms of the obligation.
DEPOSITARY RECEIPTS (ADRs, EDRs and GDRs).
Certain Funds may invest in securities of foreign issuers in the form of depositary receipts or other securities that are convertible into securities of foreign issuers, including American Depositary Receipts (ADRs), European Depositary Receipts (EDRs) and Global Depositary Receipts (GDRs). ADRs are receipts typically issued by a U.S. bank or trust company that evidence underlying securities issued by a foreign corporation. ADRs are traded on U.S. securities exchanges, or in over-the-counter markets, and are denominated in U.S. dollars. EDRs and GDRs are similar instruments that are issued in Europe (EDRs) or globally (GDRs), traded on foreign securities exchanges and denominated in foreign currencies. The value of a depositary receipt will fluctuate with the value of the underlying security, reflect changes in exchange rates and otherwise involve the same risks associated with the foreign securities that they evidence or into which they may be converted. A Fund may also invest in unsponsored depositary receipts. The issuers of unsponsored depositary receipts are not obligated to disclose
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information that would be considered material in the United States. Therefore, there may be less information available regarding these issuers and there may not be a correlation between such information and the market value of the depositary receipts.
See also Foreign Investments below.
DERIVATIVE INVESTMENTS
Certain Funds may use instruments called derivatives or derivative securities. A derivative is a financial instrument the value of which is derived from the value of one or more underlying securities, commodities, currencies, indices, debt instruments, other derivatives or any other agreed upon pricing index or arrangement (
e.g.
, the movement over time of the Consumer Price Index or freight rates) (each an Underlying Instrument). Derivatives contracts are either physically settled, which means the parties trade the Underlying Instrument itself, or cash settled, which means the parties simply make cash payments based on the value of the Underlying Instrument (and do not actually deliver or receive the Underlying Instrument). Derivatives may allow a Fund to increase or decrease the level of risk to which the Fund is exposed more quickly and efficiently than transactions in other types of instruments.
Many derivative contracts are traded on securities or commodities exchanges, the contract terms are generally standard, and the parties make payments due under the contracts through the exchange. Most exchanges require the parties to post margin against their obligations under the contracts, and the performance of the parties obligations under such contracts is usually guaranteed by the exchange or a related clearing corporation. Other derivative contracts are traded over-the-counter (OTC) in transactions negotiated directly between the counterparties. OTC derivative contracts do not have standard terms, so they are generally less liquid and more difficult to value than exchange-traded contracts. OTC derivatives also expose a Fund to additional credit risks to the extent a counterparty defaults on a contract.
See Additional Risk Factors and Considerations of OTC Transactions below.
Depending on how a Fund uses derivatives and the relationships between the market values of the derivative and the Underlying Instrument, derivatives could increase or decrease a Funds exposure to the risks of the Underlying Instrument. Derivative contracts may also expose the Fund to additional liquidity and leverage risks.
See Risk Factors in Derivative Instruments below.
Each Fund may use derivatives for hedging purposes. Certain Funds may also use derivatives for cash flow management or, as part of their overall investment strategies, to seek to replicate the performance of a particular index or to enhance returns. The use of derivatives to enhance returns is considered speculative because the Fund is primarily seeking to achieve gains rather than to offset, or hedge, the risks of other positions. When a Fund invests in a derivative for speculative purposes, the Fund is fully exposed to the risks of loss of that derivative, which may sometimes be greater than the cost of the derivative itself. No Fund may use any derivative to gain exposure to an asset or class of assets that it would be prohibited by its investment restrictions from purchasing directly.
Hedging.
Each Fund may use derivative instruments to offset the risks, or to hedge the risks, associated with other Fund holdings. For example, derivatives may be used to hedge against movements in interest rates, currency exchange rates and the equity markets through the use of options, futures transactions and options on futures. Derivatives may also be used to hedge against duration risk in fixed-income investments. Losses on one Fund investment may be substantially reduced by gains on a derivative that reacts to the same market movements in an opposite manner. However, while hedging can reduce losses, it can also reduce or eliminate gains or cause losses if the market moves in a manner different from that anticipated by the Fund or if the cost of the derivative offsets the advantage of the hedge.
Among other risks, hedging involves correlation risk, which is the risk that changes in the value of the derivative will not match (
i.e.
, will not offset) changes in the value of the holdings being hedged as expected by a Fund. In such a case, any losses on the Fund holdings being hedged may not be reduced or may even be increased as a result of the use of the derivative. The inability to close options and futures positions also could have an adverse impact on a Funds ability effectively to hedge its portfolio.
There can be no assurance that the use of hedging transactions will be effective. No Fund is required to engage in hedging transactions, and each Fund may choose not to do so. A decision as to whether, when and how to hedge involves the exercise of skill and judgment, and even a well-conceived hedge may be unsuccessful to some degree because of market behavior or unexpected interest rate trends.
The Funds might not employ any of the derivatives strategies described below, and there can be no assurance that any strategy used will succeed. A Funds success in employing derivatives strategies may depend on the sub-advisers correctly forecasting interest rates, market values or other economic factors, and there can be no assurance that the sub-advisers forecasts will be accurate. If the sub-advisers forecasts are not accurate, the Fund may end up in a worse position than if derivatives strategies had not been employed at all. A Funds ability to use certain derivative transactions may be limited by tax considerations and certain other legal considerations. Further, suitable derivative transactions might not be available at all times or in all circumstances. Described below are certain derivative instruments and trading strategies the Funds may use (either separately or in combination) in seeking to achieve their overall investment objectives.
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Options Contracts
An options contract, or an option, is a type of derivative. An option is an agreement between two parties in which one gives the other the right, but not the obligation, to buy or sell an Underlying Instrument at a set price (the exercise price or strike price) for a specified period of time. The buyer of an option pays a premium for the opportunity to decide whether to carry out the transaction (exercise the option) when it is beneficial. The option seller (writer) receives the initial premium and is obligated to carry out the transaction if and when the buyer exercises the option. Options can trade on exchanges or in the OTC market and may be bought or sold on a wide variety of Underlying Instruments. Options that are written on futures contracts, or futures options (discussed below), are subject to margin requirements similar to those applied to futures contracts. A Fund may engage in options transactions on any security or instrument in which it may invest, on any securities index based on securities in which it may invest or on any aggregates of equity and debt securities consisting of securities in which it may invest (aggregates are composites of equity or debt securities that are not tied to a commonly known index). Certain Funds may also enter into options on foreign currencies. As with futures and swaps (discussed below), the success of any strategy involving options depends on the sub-advisers analysis of many economic and mathematical factors, and a Funds return may be higher if it does not invest in such instruments at all. A Fund may only write covered options. The sections below describe certain types of options and related techniques that the Funds may use.
Call Options.
A call option gives the holder the right to purchase the Underlying Instrument at the exercise price for a fixed period of time. A Fund would typically purchase a call option in anticipation of an increase in value of the Underlying Instrument because owning the option allows the Fund to participate in price increases on a more limited risk basis than if the Fund had initially directly purchased the Underlying Instrument. If, during the option period, the market value of the Underlying Instrument exceeds the exercise price, plus the option premium paid by the Fund and any transaction costs the Fund incurs in purchasing the option, the Fund realizes a gain upon exercise of the option. Otherwise, the Fund realizes either no gain or a loss on its purchase of the option.
Certain Funds are also permitted to write (
i.e.,
sell) covered call options, which obligate a Fund, in return for the option premium, to sell the Underlying Instrument to the option holder for the exercise price if the option is exercised at any time before or on its expiration date. In order for a call option to be covered, the Fund must have at least one of the following in place with respect to the option and for so long as the option is outstanding: (i) the Fund owns the Underlying Instrument subject to the option (or, in the case of an option on an index, owns securities whose price changes are expected to be similar to those of the underlying index), (ii) the Fund has an absolute and immediate right to acquire the Underlying Instrument without additional cash consideration (or for additional cash consideration so long as the Fund segregates such additional cash amount) upon conversion or exchange of other securities in its portfolio, (iii) the Fund enters into an offsetting forward contract and/or purchases an offsetting option or any other option that, by virtue of its exercise price or otherwise, reduces the Funds net exposure on its written option position, or (iv) the Fund segregates assets with an aggregate value equal to the exercise price of the option.
A Fund would typically write a call option to generate income from the option premium and/or in anticipation of a decrease, or only a limited increase (
i.e.,
an increase that is less than the option premium received by the Fund in writing the option), in the market value of the Underlying Instrument. In writing a call option, however, the Fund would not profit if the market value of the Underlying Instrument increases to an amount that exceeds the sum of the exercise price plus the premium received by the Fund. Also, the Fund cannot sell the Underlying Instrument while the option is in effect unless the Fund enters into a closing purchase transaction. A closing purchase transaction cancels out the Funds position as option writer by means of an offsetting purchase of an identical option prior to the expiration or exercise of the option it has written.
Put Options.
A put option gives the holder the right to sell the Underlying Instrument at the exercise price for a fixed period of time. A Fund would typically purchase a put option in anticipation of a decline in market values of securities. This limits the Funds potential for loss in the event that the market value of the Underlying Instrument falls below the exercise price.
Each Fund is also permitted to write covered put options on the securities or instruments in which it may invest. In order for a put option to be covered, the Fund must have at least one of the following in place with respect to the option and for so long as the option is outstanding: (i) the Fund enters into an offsetting forward contract and/or purchases an offsetting option or any other option that, by virtue of its exercise price or otherwise, reduces the Funds net exposure on its written option position or (ii) the Fund segregates assets or cash with an aggregate value equal to the exercise price of the option.
A Fund would typically write a put option on an Underlying Instrument to generate income from premiums and in anticipation of an increase or only a limited decrease in the value of the Underlying Instrument. However, as writer of the put and in return for the option premium, the Fund takes the risk that it may be required to purchase the Underlying Instrument at a price in excess of its market value at the time of purchase. Because the purchaser may exercise its right under the option contract at any time during the option period, the Fund has no control over when it may be required to purchase the Underlying Instrument unless it enters into a closing purchase transaction.
Collars and Straddles.
Certain Funds may employ collars, which are options strategies in which a call with an exercise price greater than the price of the Underlying Instrument (an out-of-the-money call) is sold and an in-the-money put (where the exercise price is again above the price of the Underlying Instrument) is purchased, to preserve a certain return within a predetermined range of values. Certain Funds are also permitted to write covered straddles consisting of a combination of a call and a put written on the
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same Underlying Instrument. A straddle is covered when sufficient assets are deposited to meet a Funds immediate obligations. A Fund may use the same liquid assets to cover both the call and put options where the exercise price of the call and put are the same, or the exercise price of the call is higher than that of the put. In such cases, the Funds will also segregate or designate on their books liquid assets equivalent to the amount, if any, by which the put is in the money.
Options on Indices.
Certain Funds are permitted to invest in options on any index made up of securities or other instruments in which a Fund itself may invest. Options on indices are similar to options on securities except that index options are always cash settled, which means that upon exercise of the option the holder receives cash equal to the difference between the closing price of the index and the exercise price of the option times a specified multiple that determines the total monetary value for each point of such difference. As with other written options, all index options written by a Fund must be covered.
Risks Associated with Options.
There are several risks associated with options transactions. For example, there are significant differences between the options market and the securities markets that could result in imperfect correlation between the two markets. Such imperfect correlation could then cause a given transaction to fail to achieve its objectives. Options are also subject to the risks of an illiquid secondary market, whether those options are traded over-the-counter or on a national securities exchange. There can be no assurance that a liquid secondary market on an options exchange will exist for any particular exchange-traded option at any particular time. If a Fund is unable to effect a closing purchase transaction with respect to options it has written, the Fund will not be able to sell the Underlying Instruments or dispose of the segregated assets used to cover the options until the options expire or are exercised. Similarly, if the Fund is unable to effect a closing sale transaction with respect to options it has purchased, it would have to exercise the options in order to realize any profit and would incur transaction costs upon the purchase or sale of the Underlying Instruments. Moreover, a Funds ability to engage in options transactions may be limited by tax considerations and other legal considerations.
The presence of a liquid secondary market on an options exchange may dry up for any or all of the following reasons: (i) there may be insufficient trading interest in certain options; (ii) the exchange may impose restrictions on opening or closing transactions or both; (iii) the exchange may halt or suspend trading, or impose other restrictions, on particular classes or series of options; (iv) unusual or unforeseen circumstances may interrupt normal exchange operations; (v) the facilities of the exchange or its related clearing corporation may at times be inadequate to handle trading volume; and/or (vi) one or more exchanges could, for economic or other reasons, decide or be compelled at some future date to discontinue the trading of options (or particular classes or series of options), in which event the secondary market on that exchange (or in such classes or series of options) would cease to exist. However, if the secondary market on an exchange ceases to exist, it would be expected (though it cannot be guaranteed) that outstanding options on that exchange, if any, that had been issued as a result of trades on that exchange would continue to be exercisable in accordance with their terms.
A Funds options transactions will also be subject to limitations, established by exchanges, boards of trade or other trading facilities, governing the maximum number of options in each class that may be written or purchased by any single investor or a group in investors acting in concert. As such, the number of options any single Fund can write or purchase may be affected by options already written or purchased by other Hartford Funds. An exchange, board of trade or other trading facility may order the liquidation of positions found to be in excess of these limits and/or impose sanctions. Also, the hours of trading for options may not conform to the hours during which the Underlying Instruments are traded. To the extent that the options markets close before the markets for the Underlying Instruments, significant price movements can take place in the underlying markets that would not be reflected in the options markets.
OTC options implicate additional liquidity and credit risks. Unlike exchange-listed options, where an intermediary or clearing corporation assures that the options transactions are properly executed, the responsibility for performing OTC options transactions rests solely on the writer and holder of those options.
See Additional Risk Factors and Considerations of OTC Transactions below.
The writing and purchase of options is a highly specialized activity that involves investment techniques and risks different from those associated with ordinary portfolio securities transactions. The successful use of options depends on the sub-advisers ability to predict correctly future price fluctuations and the degree of correlation between the options and securities markets.
See Risk Factors in Derivative Instruments below.
Additional Risk Associated with Options on Indices.
The writers payment obligation under an index option (which is a cash-settled option) usually equals a multiple of the difference between the exercise price, which was set at initiation of the option, and the closing index level on the date the option is exercised. As such, index options implicate a timing risk that the value of the underlying index will change between the time the option is exercised by the option holder and the time the obligation thereunder is settled in cash by the option writer.
Futures Contracts and Options on Futures Contracts
A futures contract, which is a type of derivative, is a standardized, exchange-traded contract that obligates the purchaser to take delivery, and the seller to make delivery, of a specified quantity of an Underlying Instrument at a specified price and specified future time. The Funds are generally permitted to invest in futures contracts and options on futures contracts with respect to, but not limited to, equity and debt securities and foreign currencies, aggregates of equity and debt securities (aggregates are
14
composites of equity or debt securities that are not tied to a commonly known index), interest rates, indices, commodities and other financial instruments.
No price is paid upon entering into a futures contract. Rather, when a Fund purchases or sells a futures contract it is required to post margin (initial margin) with the futures commission merchant (FCM) executing the transaction. The margin required for a futures contract is usually less than ten percent of the contract value, but it is set by the exchange on which the contract is traded and may by modified during the term of the contract. Subsequent payments, known as variation margin, to and from the FCM, will then be made daily as the currency, financial instrument or securities index underlying the futures contract fluctuates (a process known as marking to market). If a Fund has insufficient cash available to meet daily variation margin requirements, it might need to sell securities at a time when such sales are disadvantageous. Futures involve substantial leverage risk.
An option on a futures contract (futures option) gives the option holder the right (but not the obligation) to buy or sell its position in the underlying futures contract at a specified price on or before a specified expiration date. As with a futures contract itself, a Fund is required to deposit and maintain margin with respect to futures options it writes. Such margin deposits will vary depending on the nature of the underlying futures contract (and the related initial margin requirements), the current market value of the option and other futures positions held by the Fund.
The sale of a futures contract limits a Funds risk of loss, prior to the futures contracts expiration date, from a decline in the market value of portfolio holdings correlated with the futures contract. In the event the market values of the portfolio holdings correlated with the futures contract increase rather than decrease, however, a Fund will realize a loss on the futures position and a lower return on the portfolio than would have been realized without the purchase of the futures contract.
Positions taken in the futures markets are usually not held to maturity but instead liquidated through offsetting transactions that may result in a profit or loss. While the Funds futures contracts will usually be liquidated in this manner, a Fund may instead make or take delivery of the Underlying Instrument whenever it appears economically advantageous to do so.
A Fund is permitted to enter into a variety of futures contracts, including interest rate futures, index futures, currency futures and commodity futures, and options on such futures contracts. A Fund may also invest in instruments that have characteristics similar to futures contracts, such as debt securities with interest or principal payments determined by reference to the value of a security, an index of securities or a commodity or currency at a future point in time. The risks of such investments reflect the risks of investing in futures and derivatives generally, including volatility and illiquidity.
Risks Associated with Futures and Futures Options.
The primary risks associated with the use of futures contracts and options are: (a) imperfect correlation between the change in market value of instruments held by a Fund and the price of the futures contract or option; (b) the possible lack of an active market for a futures contract or option, or the lack of a liquid secondary market for a futures option, and the resulting inability to close the futures contract or option when desired; (c) losses, which are potentially unlimited, caused by unanticipated market movements; (d) the sub-advisers failure to predict correctly the direction of securities prices, interest rates, currency exchange rates and other economic factors; and (e) the possibility that the counterparty will default in the performance in its obligations. Futures contracts and futures options also involve brokerage costs, require margin deposits and, in the case of contracts and options obligating a Fund to purchase securities or currencies, require the fund to segregate assets to cover such contracts and options. Moreover, futures are inherently volatile, and a Funds ability to engage in futures transactions may be limited by tax considerations and other legal considerations.
Additional Considerations of Commodity Futures Contracts.
In addition to the risks described above, there are several additional risks associated with transactions in commodity futures contracts. In particular, the costs to store underlying physical commodities are reflected in the price of a commodity futures contract. To the extent that storage costs for an underlying commodity change while a Fund is invested in futures contracts on that commodity, the value of the futures contract may change proportionately. Further, the commodities that underlie commodity futures contracts may be subject to additional economic and non-economic variables, such as drought, floods, weather, livestock disease, embargoes, tariffs and international economic, political and regulatory developments and may be subject to broad price fluctuations.
Other Considerations Related to Options and Futures Options.
Futures contracts are considered to be commodity contracts. Each Company, on behalf of the Funds, has filed with the National Futures Association a notice claiming an exclusion from the definition of the term commodity pool operator (CPO) under the Commodity Exchange Act, as amended, and the rules of the Commodity Futures Trading Commission promulgated thereunder, with respect to the Funds operations. As a result, the Funds are not subject to registration or regulation as a CPO.
Each Fund will engage in transactions in futures contracts and related options only to the extent such transactions are consistent with the requirements of the Internal Revenue Code of 1986, as amended, (the Code) for maintaining its qualification as a regulated investment company for U.S. federal income tax purposes.
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Swap Agreements and Swaptions
A swap agreement, or a swap, is a type of derivative instrument. Swap agreements are entered into for periods ranging from a few weeks to more than one year. In a standard swap, two parties exchange the returns (or differentials in rates of return) earned or realized on an Underlying Instrument. The gross returns to be exchanged (or swapped) between the parties are calculated with respect to a notional amount, which is a predetermined dollar principal that represents the hypothetical underlying quantity upon which the parties payment obligations are computed. The notional amount may be, among other things, a specific dollar amount invested, for example, at a particular interest rate, in a particular foreign currency or in a basket of securities or commodities that represents a particular index. The notional amount itself normally is not exchanged between the parties, but rather it serves as a reference amount from which to calculate the parties obligations under the swap.
A Fund will usually enter into swap agreements on a net basis, which means that the two payment streams are netted out with each party receiving or paying, as the case may be, only the net amount of the payments. A Funds obligations under a swap agreement are generally accrued daily (offset against any amounts owing to the Fund), and accrued but unpaid net amounts owed to a counterparty are covered by segregating liquid assets, marked to market daily, to avoid leveraging the Funds portfolio. If a Fund enters into a swap on other than a net basis, the Fund will segregate the full amount of its obligations under such swap. A Fund may enter into swaps, caps, collars, floors and related instruments with member banks of the Federal Reserve System, members of the New York Stock Exchange or other entities determined by the applicable sub-adviser to be creditworthy. If a default occurs by the other party to such transaction, a Fund will have contractual remedies under the transaction documents, but such remedies may be subject to bankruptcy and insolvency laws that could affect the Funds rights as a creditor.
A Fund may engage in a wide variety of swap transactions, including, but not limited to, credit- and event-linked swaps, interest rate swaps, swaps on specific securities or indices, swaps on rates (such as mortgage prepayment rates) and other types of swaps, such as caps, collars, and floors. In addition, to the extent a Fund is permitted to invest in foreign currency-denominated securities, it may invest in currency swaps. A Fund may also enter into options on swap agreements (swaptions). Depending on how they are used, swap agreements may increase or decrease the overall volatility of a Funds investments and its share price and yield. The sections below describe certain swap arrangements and related techniques that the Funds may use.
Interest Rate Swaps, Caps, Floors and Collars.
An interest rate swap is an OTC contract in which the parties exchange interest rate exposures (
e.g.
, exchange floating rate payments for fixed rate payments or vice versa). For example, a $10 million LIBOR swap requires one party to pay the equivalent of the London Interbank Offered Rate of Interest (which fluctuates) on the $10 million principal amount in exchange for the right to receive from the other party the equivalent of a stated fixed rate of interest on the $10 million principal amount.
Among other techniques, a Fund may use interest rate swaps to hedge interest rate and duration risk on fixed-income securities or portfolios, which can be particularly sensitive to interest rate changes. Duration measures the sensitivity in prices of fixed-income securities to changes in interest rates; the duration of a portfolio or basket of bonds is the weighted average of the individual component durations. Longer maturity bonds typically have a longer duration than shorter maturity bonds and, therefore, higher sensitivity to interest rate changes. In an environment where interest rates are expected to rise, a Fund may use interest rate swaps to hedge interest rate and duration risk across a portfolio at particular duration points (such as two-, five- and 10- year duration points).
A Fund may also purchase or sell interest rate caps or floors. In a typical interest rate cap, the buyer receives payments from the seller to the extent that a specified interest rate exceeds a predetermined level. In a typical interest rate floor, the buyer receives payments from the seller to the extent that a specified interest rate falls below a predetermined level. An interest rate collar combines elements of purchasing a cap and selling a floor and is usually employed to preserve a certain return within a predetermined range of values.
Commodity Swaps.
A commodity swap agreement is a contract in which one party agrees to make periodic payments to another party based on the change in market value of a commodity-based Underlying Instrument (such as a specific commodity or commodity index) in return for periodic payments based on a fixed or variable interest rate or the total return from another commodity-based Underlying Instrument. In a total return commodity swap, a Fund receives the price appreciation of a commodity index, a portion of a commodity index or a single commodity in exchange for paying an agreed-upon fee. As with other types of swap agreements, if the commodity swap lasts for a finite period of time, the swap may be structured such that the Fund pays a single fixed fee established at the outset of the swap. However, if the term of the commodity swap is ongoing, with interim swap payments, the Fund may pay a variable or floating fee. Such a variable fee may be pegged to a base rate, such as LIBOR, and is adjusted at specific intervals. As such, if interest rates increase over the term of the swap contract, the Fund may be required to pay a higher fee at each swap reset date.
Currency Swaps.
A currency swap agreement is a contract in which two parties exchange one currency (e.g., U.S. dollars) for another currency (e.g., Japanese yen) on a specified schedule. The currency exchange obligations under currency swaps could be either interest payments calculated on the notional amount or payments of the entire notional amount (or a combination of both). Funds may engage in currency swap agreements as a tool to protect against uncertainty and fluctuations in foreign exchange rates in the purchase and sale of securities. However, the use of currency swap agreements does not eliminate, or even always mitigate, potential losses arising from fluctuations in exchange rates. In the case of currency swaps that involve the delivery of the entire
16
notional amount of currency in exchange for another currency, the entire notional principal of the currency swap is subject to the risk that the counterparty will default on its contractual delivery obligations.
Credit Default Swaps.
A credit default swap (CDS) is an agreement between two parties whereby one party (the protection buyer) makes an up-front payment or a stream of periodic payments over the term of the CDS to the other party (the protection seller), provided generally that no event of default or other credit-related event (a credit event) with respect to an Underlying Instrument occurs. In return, the protection seller agrees to make a payment to the protection buyer if a credit event does occur with respect to the Underlying Instrument. The CDS market allows a Fund to manage credit risk through buying and selling credit protection on a specific issuer, asset or basket of assets. Credit default swaps typically last between six months and three years, provided that no credit event occurs. Credit default swaps may be physically settled or cash settled.
A Fund may be either the protection buyer or the protection seller in a CDS. A Fund generally will not buy protection on issuers that are not currently held by that particular Fund. However, a Fund may engage in credit default swap trades on single names, indices and baskets to manage asset class exposure and to capitalize on spread differentials in instances where there is not complete overlap between such Funds holdings or exposures and the reference entities in the credit default swap. If the Fund is the protection buyer and no credit event occurs, the Fund loses its entire investment in the CDS (
i.e.,
an amount equal to the aggregate amount of payments made by the Fund to the protection seller over the term of the CDS). However, if a credit event does occur, the Fund (as protection buyer), will deliver the Underlying Instrument to the protection seller and is entitled to a payment from the protection seller equal to the full notional value of the Underlying Instrument, even though the Underlying Instrument at that time may have little or no value. If the Fund is the protection seller and no credit event occurs, the Fund receives a fixed income throughout the term of the CDS (or an up-front payment at the beginning of the term of the CDS) in the form of payments from the protection buyer. However, if the Fund is the protection seller and a credit event occurs, the Fund is obligated to pay the protection buyer the full notional value of the Underlying Instrument in return for the Underlying Instrument (which may at that time be of little or no value).
A Fund may also invest in the Dow Jones CDX (CDX), which is a family of indices that track credit derivative indices in various countries around the world. The CDX provides investors with exposure to specific reference baskets of issuers of bonds or loans in certain segments, such as North American investment grade credit derivatives or emerging markets. CDX reference baskets are generally priced daily and rebalanced every six months in conjunction with leading market makers in the credit industry. While investing in CDXs increases the universe of bonds and loans to which a Fund is exposed, such investments entail risks that are not typically associated with investments in other debt instruments (rather, they entail risks more associated with derivative instruments). The liquidity of the market for CDXs is also subject to liquidity in the secured loan and credit derivatives markets.
Total return swaps, asset swaps, inflation swaps and similar instruments.
A Fund may enter into total return swaps, assets swaps, inflation swaps and other types of swap agreements. In a total return swap, the parties exchange the total return (
i.e.,
interest payments plus any capital gains or losses) of an Underlying Instrument (or basket of such instruments) for the proceeds of another Underlying Instrument (or basket of such instruments). Asset swaps combine an interest rate swap with a bond and are generally used to alter the cash flow characteristics of the Underlying Instrument. For example, the parties may exchange a fixed investment, such as a bond with guaranteed coupon payments, for a floating investment like an index. Inflation swaps are generally used to transfer inflation risk.
See Inflation-Linked Instruments herein.
Swaptions.
A Fund may also enter into swap options, or swaptions. A swaption is a contract that gives one party the right (but not the obligation), in return for payment of the option premium, to enter into a new swap agreement or to shorten, extend, cancel or otherwise modify an existing swap agreement at some designated future time and on specified terms. A Fund may write (sell) and purchase put and call swaptions. Depending on the terms of the particular option agreement, a Fund will generally incur a greater degree of risk when it writes a swaption than it will incur when it purchases a swaption. When a Fund purchases a swaption, it risks losing only the option premium it paid should it decide not to exercise the option. When a Fund writes a swaption, however, it is obligated according to the terms of the underlying agreement if the option holder exercises the option.
Asset Segregation.
As investment companies registered with the SEC, the Funds must set aside (often referred to as asset segregation) liquid assets, or engage in other SEC- or staff-approved measures to cover open positions with respect to certain kinds of derivatives. In the case of swaps that do not cash settle, for example, a Fund must set aside liquid assets equal to the full notional value of the swaps while the positions are open. With respect to swaps that do cash settle, however, a Fund is permitted to set aside liquid assets in an amount equal to the Funds daily marked-to-market net obligations (i.e., the Funds daily net liability) under the swaps, if any, rather than their full notional value. Each Fund reserves the right to modify its asset segregation policies in the future to comply with any changes in the positions from time to time articulated by the SEC or its staff regarding asset segregation. By setting aside assets equal only to its net obligations under cash-settled swaps, a Fund will have the ability to employ leverage to a greater extent that if the Fund were required to segregate assets equal to the full notional amount of the swaps.
Risks Associated with Swaps and Swaptions.
Investing in swaps and swaptions, and utilizing these and related techniques in managing a Fund portfolio, are highly specialized activities that involve investment techniques and risks different from those associated with ordinary portfolio transactions. These investments involve significant risk of loss. Whether a Funds use of swaps
17
will be successful in furthering its investment objective will depend on the sub-advisers ability to predict correctly whether certain types of investments are likely to produce greater returns than other investments. If a sub-adviser is incorrect in its forecast of market values, the sub-advisers utilization of swap arrangements and related techniques could negatively impact the Funds performance.
The swaps market is largely unregulated. It is possible that developments in the swaps market, including potential government regulation, could adversely affect a Funds ability to terminate existing swap agreements or to realize amounts to be received under such agreements. Also, certain restrictions imposed by the Code may limit the Funds ability to use swap agreements.
If the creditworthiness of a Funds swap counterparty declines, it becomes more likely that the counterparty will fail to meet its obligations under the contract, and consequently the Fund will suffer losses. Although there can be no assurance that a Fund will be able to do so, a Fund may be able to reduce or eliminate its exposure under a swap agreement either by assignment or other disposition, or by entering into an offsetting swap agreement with the same party or another creditworthy party. However, a Fund may have limited ability to eliminate its exposure under a credit default swap if the credit of the reference entity or underlying asset has declined. There can be no assurance that a Fund will be able to enter into swap transactions at prices or on terms the applicable sub-adviser believes are advantageous to such Fund. In addition, although the terms of swaps, caps, collars and floors may provide for termination, there can be no assurance that a Fund will be able to terminate a swap or to sell or offset caps, collars or floors that it has purchased.
Investing in swaps and related techniques involves the risks associated with investments in derivative instruments. Please see Risk Factors in Derivative Instruments and Additional Risk Factors in OTC Transactions below.
Inflation-Linked Instruments
Certain Funds are permitted to invest in a variety of inflation-linked instruments, such as inflation-indexed securities and inflation-linked derivatives, to manage inflation risk or to obtain inflation exposure. Inflation a general rise in the prices of goods and services is measured by inflation indices like the Consumer Price Index (CPI), which is calculated monthly by the U.S. Bureau of Labor Statistics, and the Retail Prices Index (RPI), which is calculated by U.K. Office for National Statistics. The CPI is a measurement of changes in the cost of living, made up of components such as housing, food, transportation and energy.
Inflation-linked derivatives are derivative instruments that tie payments to an inflation index. Currently, most inflation derivatives are in the form of inflation swaps, such as CPI swaps. A CPI swap is a fixed-maturity, over-the-counter derivative where one party pays a fixed rate in exchange for payments tied to the CPI. The fixed rate, which is set by the parties at the initiation of the swap, is often referred to as the breakeven inflation rate and generally represents the current difference between treasury yields and TIPS yields of similar maturities at the initiation of the swap agreement. CPI swaps are typically designated as zero coupon, where all cash flows are exchanged at maturity. The value of a CPI swap is expected to fluctuate in response to changes in the relationship between nominal interest rates and the rate of inflation, as measured by the CPI. A CPI swap can lose value if the realized rate of inflation over the life of the swap is less than the fixed market implied inflation rate (the breakeven inflation rate) the investor agreed to pay at the initiation of the swap.
Other types of inflation derivatives include inflation options and futures. There can be no assurance that the CPI, or any foreign inflation index, will accurately measure the rate of inflation in the prices of consumer goods and services. Further, there can be no assurance that the rate of inflation in a foreign country will be correlated to the rate of inflation in the United States. Moreover, inflation-linked instruments are subject to the risks inherent in derivative transactions generally.
See Risk Factors in Derivative Instruments
herein. The market for inflation-linked instruments is still developing. Each sub-adviser reserves the right to use the instruments discussed above and similar instruments that may be available in the future.
Hybrid Instruments
A hybrid instrument is an interest in an issuer that combines the characteristics of an equity security, a debt security, a commodity and/or a derivative. For example, an oil company might issue a commodity-linked bond that pays a fixed level of interest plus additional interest that accrues in correlation with the extent to which oil prices exceed a certain predetermined level. This is a hybrid instrument combining a bond with an option on oil.
Depending on the types and terms of hybrid instruments, they present risks that may be similar to, different from or greater than those associated with traditional investments with similar characteristics. Hybrid instruments are potentially more volatile than traditional investments and, depending on the structure of the particular hybrid, may expose the Fund to additional leverage and liquidity risks. Moreover, the purchase of hybrids exposes a Fund to the credit risk of the issuers of the hybrids. Described below are certain hybrid instruments the Funds may use in seeking to achieve their investment objectives. Each sub-adviser reserves the right to use the instruments mentioned below and similar instruments that may be available in the future.
Credit-Linked Securities.
Credit-linked securities are issued by a limited purpose trust or other vehicle that, in turn, invests in a basket of derivative instruments, such as credit default swaps, interest rate swaps and other securities. Investments in credit-linked securities normally consist of the right to receive periodic payments during the term and payment of principal at the end of
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the term. However, these payments depend on the issuers own investments in derivative instruments and are, accordingly, subject to the risks associated with derivative instruments, which include volatility, illiquidity and counterparty risk.
Indexed Securities and Structured Notes.
Indexed securities are derivative securities the interest rate or principal of which is determined by an unrelated indicator (
e.g.,
a currency, security, commodity or index). Structured notes are debt indexed securities. Indexed securities implicate a high degree of leverage, which magnifies the potential for gain and the risk of loss, when they include a multiplier that multiplies the indexed element by a specific factor.
Structured notes and indexed securities can be very volatile investments because, depending on how they are structured, their value may either increase or decrease in response to the value of the Underlying Instruments. The terms of these securities may also provide that in some instances no principal is due at maturity, which may result in a loss of invested capital. These instruments also may entail a greater degree of market risk than other types of securities because the investor bears the risk not only of the instrument but also of the unrelated indicator. Indexed securities may involve significant credit risk and liquidity risk and, as with other sophisticated strategies, a Funds use of these instruments may not work as intended.
Event-Linked Bonds.
Certain Funds may invest in event-linked bonds (or catastrophe bonds). The event-linked bond market is a growing sector of the global fixed income market that provides investors with high return potentials in exchange for taking on event risk, such as the risk of a major hurricane, earthquake or pandemic. If such trigger event occurs, a Fund may lose a portion of its entire principal invested in the bond. Some event-linked bonds provide for an extension of maturity to process and audit loss claims if a trigger has, or possibly has, occurred. Such extension may increase volatility. Event-linked bonds may also expose a fund to other unanticipated risks including credit risk, counterparty risk, liquidity risk, adverse regulatory or jurisdictional interpretations and adverse tax consequences. Event-linked bonds are subject to the risks inherent in derivative transactions. See
Risk Factors in Derivative Instruments
below.
Foreign Currency Transactions
All Funds that are permitted to invest in foreign currency-denominated securities also may purchase and sell foreign currency options and foreign currency futures contracts and futures options, and they may engage in foreign currency transactions either on a spot (cash) basis at prevailing currency exchange rates or through forward currency contracts. The Funds may engage in these transactions to hedge, directly or indirectly, against currency fluctuations, for other investment purposes and, with respect to certain Funds, to seek to enhance returns. A Fund may enter into currency transactions only with counterparties that a sub-adviser deems to be creditworthy. Certain of the foreign currency transactions the Funds may use are described below.
Forward Currency Contracts.
Certain Funds may enter into forward currency contracts (forwards) in connection with settling purchases or sales of securities, to hedge the currency exposure associated with some or all of the Funds investments or as part of its investment strategy. Forwards are OTC contracts to purchase or sell a specified amount of a specified currency or multinational currency unit at a set price on a future date. The market value of a forward fluctuates with changes in foreign currency exchange rates. Forwards are marked to market daily based upon foreign currency exchange rates from an independent pricing service, and the change in value is recorded as unrealized appreciation or depreciation. A Fund will record a realized gain or loss when the forward is closed. Forwards are highly volatile, involve substantial currency risk and may also involve credit and liquidity risks.
A Fund may use a forward in a settlement hedge, or transaction hedge, to lock in the U.S. dollar price on the purchase or sale of securities denominated in a foreign currency between the time when the security is purchased or sold and the time at which payment is received. Forward contracts on foreign currency may also be used by a Fund in anticipation generally of the Funds making investments denominated in a foreign currency, even if the specific investments have not yet been selected by the sub-adviser.
In a position hedge, the Fund uses a forward to hedge against a decline in the value of existing investments denominated in foreign currency. For example, a Fund may enter into a forward contract to sell Japanese yen in return for U.S. dollars in order to hedge against a possible decline in the yens value. Position hedges tend to offset both positive and negative currency fluctuations. Alternately, the Fund could hedge its position by selling another currency expected to perform similarly to the Japanese yen. This is called a proxy hedge and may offer advantages in terms of cost, yield or efficiency. However, proxy hedges may result in losses if the currency used to hedge does not move in tandem with the currency in which the hedged securities are denominated.
The Funds may also engage in cross-hedging by entering into forward contracts in one currency against a different currency. Cross-hedging may be used to limit or increase exposure to a particular currency or to establish active exposure to the exchange rate between the two currencies.
Currency Swaps, Options and Futures.
In order to protect against currency fluctuations and for other investment purposes, the Funds may enter into currency swaps, options and futures. See
Swap Agreements and Swaptions Currency Swaps, Options Contracts, and Futures Contracts and Options on Futures Contracts herein.
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Additional Risks Associated with Foreign Currency Transactions.
It is extremely difficult to forecast currency market movements, and whether any hedging or other investment strategy will be successful is highly uncertain. Further, it is impossible to forecast with precision the market value of portfolio securities at the expiration of a foreign currency forward. Therefore, a Fund may be required to buy or sell additional currency on the spot market (and bear the expense of such transaction) if the sub-advisers predictions regarding the movement of foreign currency or securities markets prove inaccurate. To the extent a Fund hedges against anticipated currency movements that do not occur, the Fund may realize losses and decrease its total return as a result of its hedging transactions. It is impossible to hedge fully or perfectly against the effects of currency fluctuations on the value of non-U.S. securities because currency movements impact the value of different securities in differing degrees.
A Fund may buy or sell foreign currency options either on exchanges or in the OTC market. Foreign currency transactions on foreign exchanges may not be regulated to the same extent as similar transactions in the United States, may not involve a clearing mechanism and related guarantees and are subject to the risk of governmental actions affecting trading in, or the prices of, foreign securities. The value of such positions also could be adversely affected by (i) other complex foreign political, legal and economic factors, (ii) lesser availability than in the United States of data on which to make trading decisions, (iii) delays in a Funds ability to act upon economic events occurring in foreign markets during non-business hours in the United States, (iv) the imposition of different exercise and settlement terms and procedures and margin requirements than in the United States and (v) lesser trading volume. Foreign currency transactions are also subject to the risks inherent in investments in foreign markets.
Please see Foreign Investments below.
Risk Factors in Derivative Instruments
Derivatives are volatile and involve significant risks, including:
Correlation Risk
the risk that changes in the value of a derivative instrument will not match the changes in the value of the Fund holdings that are being hedged.
Counterparty Risk
the risk that the counterparty to an OTC derivatives contract or a borrower of a Funds securities may be unable or unwilling to make timely principal, interest or settlement payments, or otherwise to honor its obligations.
Credit Risk
the risk that the issuer of a security will not be able to make timely principal and interest payments. Changes in an issuers credit rating or the markets perception of an issuers creditworthiness may affect the value of a Funds investment in and/or exposure to that issuer. The degree of credit risk depends on both the financial condition of the issuer and the terms of the obligation.
Currency Risk
the risk that changes in the exchange rate between currencies will adversely affect the value (in U.S. dollar terms) of an investment.
Index Risk
in respect of index-linked derivatives, the risks associated with changes in the underlying indices. If an underlying index changes, a Fund may receive lower interest payments or experience a reduction in the value of the derivative to below what the Fund paid. Certain indexed securities, including inverse securities (which move in an opposite direction from the reference index), may create leverage to the extent that they increase or decrease in value at a rate that is a multiple of the changes in the applicable index.
Interest Rate Risk
the risk that the value of an investment may decrease when interest rates rise because when interest rates rise, the prices of bonds and fixed rate loans fall. Generally, the longer the maturity of a bond or fixed rate loan, the more sensitive it is to this risk (interest rate risk is commonly measured by a fixed income investments duration). Falling interest rates also create the potential for a decline in a Funds income.
Leverage Risk
the risk associated with certain types of investments or trading strategies (for example, borrowing money to increase the amount being invested) that relatively small market movements may result in large changes in the value of an investment. Certain investments or trading strategies that involve leverage can result in losses that substantially exceed the amount originally invested.
Liquidity Risk
the risk that certain securities may be difficult or impossible to sell at the time that the seller would like to sell them or at the price the seller believes the security is currently worth.
The potential loss on derivative instruments may be substantial relative to the initial investment therein. A Fund incurs transaction costs in opening and closing positions in derivative instruments. There can be no assurance that the use of derivative instruments will be advantageous. In addition, to the extent that a Fund invests in commodity-linked derivatives, such Fund may be considered a commodity pool under the Commodity Exchange Act, as amended, and the rules and regulations of the Commodity Futures Trading Commission (CFTC) promulgated thereunder. However, none of the Companies, the adviser or any sub-adviser will be subject to registration or regulation as a commodity pool operator with respect to a Fund, as a result of certain exemptions from registration available to them pursuant to applicable CFTC rules.
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Regulatory Aspects of Derivatives and Hedging Instruments.
As a result of recent amendments to rules under the Commodity Exchange Act (CEA) by the Commodity Futures Trading Commission (CFTC), the Investment Manager must either operate within certain guidelines and restrictions with respect to a Funds use of futures, options on such futures, commodity options and certain swaps, or be subject to registration with the CFTC as a commodity pool operator (CPO) with respect to the Fund, and, upon the finalization of additional CFTC rules, be required to operate the Fund in compliance with certain disclosure, reporting, and recordkeeping requirements.
Previously, the CFTC permitted unlimited futures transactions and options thereon, so long as a fund had claimed an exclusion from registration as a CPO, and swap contracts were not formerly regulated by the CFTC. Under the amended rules, the investment adviser of a registered investment company may claim an exemption from registration as a CPO only if the registered investment company that it advises uses futures contracts, options on such futures, commodity options and certain swaps solely for bona fide hedging purposes, or limits its use of such instruments for non-bona fide hedging purposes to certain de minimis amounts.
Certain Funds have filed a notice of eligibility claiming an exclusion from the definition of the term CPO and therefore such Funds are not subject to registration or regulation as a CPO under the CEA. Consistent with certain other Funds investment strategies, the Investment Manager intends to maintain the flexibility to utilize futures contracts, options on such futures, commodity options and certain swaps for non-bona fide hedging purposes beyond the de minimis amounts provided under the CFTC rules. As such, the Investment Manager is subject to registration and regulation as a CPO under the CEA with respect to its service as investment adviser to these Funds. However, as a result of proposed rulemaking by the CFTC that has not yet been adopted, the Investment Manager is not yet subject to CFTC recordkeeping, reporting and disclosure requirements with respect to such Funds, and therefore the impact of these requirements remains uncertain. When the Investment Manager becomes subject to these requirements, as well as related National Futures Association (NFA) rules, such Funds may incur additional compliance and other expenses.
In the event that a Fund not currently registered with or regulated by the CFTC engages in transactions that require registration as a CPO in the future, the Fund will comply with applicable regulations. If a Fund operates subject to CFTC regulation, it may incur additional expenses.
Additional Risk Factors and Considerations of OTC Transactions
Certain derivatives traded in OTC markets, including swaps, OTC options and indexed securities, involve substantial liquidity risk. This risk may be increased in times of financial stress if the trading market for OTC derivatives contracts or otherwise becomes restricted. The absence of liquidity may make it difficult or impossible for a Fund to ascertain a market value for such instruments and/or to sell them promptly and at an acceptable price.
Because derivatives traded in OTC markets are not guaranteed by an exchange or clearing corporation and generally do not require payment of margin, to the extent that a Fund has unrealized gains in such instruments or has deposited collateral with its counterparty, the Fund is at risk that its counterparty will become bankrupt or otherwise fail to honor its obligations. The counterpartys failure to honor its obligations would result in the loss of any premium paid by a Fund as well as the loss of any expected benefit of the transaction. In addition, closing transactions can be made for OTC options only by negotiating directly with the counterparty or effecting a transaction in the secondary market (if any such market exists). There can be no assurance that a Fund will in fact be able to close out an OTC option position at a favorable price prior to expiration. In the event of insolvency of the counterparty, a Fund might be unable to close out an OTC option at any time prior to its expiration, if at all.
DIVIDEND PAYING SECURITY INVESTMENT RISK.
Securities that pay high dividends as a group can fall out of favor with the market, causing a Fund to underperform funds that do not focus on dividends. A Funds focus on dividend yielding investments may cause the Funds share price and total return to fluctuate more than the share price and total return of funds that do not focus their investments on dividend paying securities. Also, changes in the dividend policies of companies in which a Fund invests and the capital resources available at such companies for such payments may affect income paid to the Fund.
DOLLAR ROLLS.
In connection with their ability to purchase securities on a when-issued or forward commitment basis, certain of the Funds may enter into dollar rolls in which a Fund sells securities for delivery in the current month and simultaneously contracts with the same counterparty to repurchase similar (same type, coupon and maturity) but not identical securities on a specified future date. The Funds give up the right to receive principal and interest paid on the securities sold. However, a Fund would benefit to the extent of any difference between the price received for the securities sold and the lower forward price for the future purchase plus any fee income received. Unless such benefits exceed the income and capital appreciation that would have been realized on the securities sold as part of the dollar roll, the use of this technique will diminish the investment performance of the Fund compared with what such performance would have been without the use of dollar rolls. The benefits derived from the use of dollar rolls may depend, among other things, upon the ability of a sub-adviser, as appropriate, to predict interest rates correctly. There is no assurance that dollar rolls can be successfully employed. In addition, the use of dollar rolls by a Fund while remaining substantially fully invested increases the amount of a Funds assets that are subject to market risk to an amount that is greater than such Funds net asset value, which could result in increased volatility of the price of such Funds shares. Further, entering into dollar rolls involves potential risks that are different from those related to the securities underlying the transactions. For example, if the counterparty becomes insolvent, a Funds right to purchase from the counterparty
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may be restricted. Also, the value of the underlying security may change adversely before a Fund is able to purchase it, or a Fund may be required to purchase securities in connection with a dollar roll at a higher price than may be otherwise available on the open market. Further, because the counterparty may deliver a similar, but not identical, security, a Fund may be required to buy a security under the dollar roll that may be of less value than an identical security would have been.
EXCHANGE-TRADED FUNDS (ETFs).
ETFs are registered investment companies that trade their shares on stock exchanges (such as the American Stock Exchange and the New York Stock Exchange) at market prices (rather than net asset value) and only are redeemable from the fund itself in large increments or in exchange for baskets of securities. As an exchange traded security, an ETFs shares are priced continuously and trade throughout the day. ETFs may track a securities index, a particular market sector, a particular segment of a securities index or market sector, or they may be actively managed. An investment in an ETF generally implicates the following risks: (i) the same primary risks as an investment in a fund that is not exchange-traded that has the same investment objectives, strategies and polices of the ETF; (ii) the risk that the ETF may fail to accurately track the market segment or index that underlies its investment objective; (iii) price fluctuation, resulting in a loss to the Fund; (iv) the risk that an ETF may trade at a price that is lower than its net asset value; and (v) the risk that an active market for the ETFs shares may not develop or be maintained. Also, a Fund will indirectly pay a proportional share of the asset-based fees of the ETFs in which it invests. ETFs are also subject to specific risks depending on the nature of the ETF, such as liquidity risk, sector risk and foreign and emerging market risk, as well as risks associated with fixed income securities, real estate investments and commodities. An investment in an ETF presents the risk that the ETF may no longer meet the listing requirements of any applicable exchanges on which the ETF is listed. Further, trading in an ETF may be halted if the trading in one or more of the securities held by an ETF is halted. Although expense ratios for ETFs are generally low, frequent trading of ETFs by a Fund can generate brokerage expenses.
Generally, a Fund will not purchase securities of an investment company (which would include an ETF) if, as a result: (1) more than 10% of the Funds total assets would be invested in securities of other investment companies; (2) such purchase would result in more than 3% of the total outstanding voting securities of any such investment company being held by the Fund; or (3) more than 5% of the Funds total assets would be invested in any one such investment company. Many ETFs have obtained exemptive relief from the SEC to permit unaffiliated funds sponsored by other fund families to invest in the ETFs shares beyond the above statutory limitations, subject to certain conditions and pursuant to a contractual arrangement between the ETFs and the investing fund. The Funds may rely on these exemptive orders to invest in ETFs.
EVENT RISK.
Event risk is the risk that corporate issuers may undergo restructurings, such as mergers, leveraged buyouts, takeovers or similar events financed by the issuers taking on additional debt. As a result of the added debt, the credit quality and market value of a companys bonds and/or other debt securities may decline significantly.
FIXED INCOME SECURITIES.
Certain Funds are permitted to invest in fixed income securities including, but not limited to: (1) securities issued or guaranteed as to principal or interest by the U.S. Government, its agencies or instrumentalities; (2) non-convertible debt securities issued or guaranteed by U.S. corporations or other issuers (including foreign issuers); (3) asset-backed securities; (4) mortgage-related securities, including collateralized mortgage obligations (CMOs); (5) securities issued or guaranteed as to principal or interest by a foreign issuer, including supranational entities such as development banks, non-U.S. corporations, banks or bank holding companies or other foreign issuers (6) commercial mortgage-backed securities; and (7) other capital securities issued or guaranteed by U.S. corporations or other issuers (including foreign issuers).
FOREIGN INVESTMENTS
Certain Funds may invest in foreign issuers and borrowers, which include: (1) companies organized outside of the United States, including in emerging market countries; (2) foreign sovereign governments and their agencies, authorities, instrumentalities and political subdivisions, including foreign states, provinces or municipalities; and (3) issuers and borrowers whose economic fortunes and risks are primarily linked with markets outside the United States. These securities may be denominated or quoted in, or pay income in, U.S. dollars or in a foreign currency. Certain companies organized outside the United States may not be deemed to be foreign issuers or borrowers if the issuers or borrowers economic fortunes and risks are primarily linked with U.S. markets.
Investing in securities of foreign issuers and loans to foreign borrowers involves considerations and potential risks not typically associated with investing in obligations issued by U.S. entities. Less information may be available about foreign entities compared with U.S. entities. For example, foreign issuers and borrowers generally are not subject to uniform accounting, auditing and financial reporting standards or to other regulatory practices and requirements comparable to those applicable to U.S. issuers and borrowers. In addition, prices of foreign securities may fluctuate more than prices of securities traded in the United States. Other potential foreign market risks include difficulties in pricing securities, defaults on foreign government securities, difficulties in enforcing favorable legal judgments in foreign courts and political and social conditions, such as diplomatic relations, confiscatory taxation, expropriation, limitation on the removal of funds or assets or imposition of (or change in) exchange control regulations. Legal remedies available to investors in certain foreign countries may be less extensive than those available to investors in the United States or other foreign countries. In addition, changes in government administrations or economic or monetary policies in the United States or abroad could result in appreciation or depreciation of portfolio securities. Any of these actions could severely affect security prices, impair a Funds ability to purchase or sell foreign securities or transfer the Funds assets or income back into the United States, or otherwise adversely affect a Funds operations.
Currency Risk and Exchange Risk.
Because foreign securities generally are denominated and pay dividends or interest in foreign currencies, the value of a Fund that invests in foreign securities as measured in U.S. dollars will be affected by changes in exchange rates. Generally, when the U.S. dollar rises in value against a foreign currency, a security denominated in that currency loses value because the currency is worth fewer U.S. dollars. Conversely, when the U.S. dollar decreases in value against a foreign
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currency, a security denominated in that currency gains value because the currency is worth more U.S. dollars. This risk, generally known as currency risk, means that a stronger U.S. dollar will reduce returns for U.S. investors while a weak U.S. dollar will increase those returns. Moreover, transaction costs are incurred in connection with conversions between currencies.
Linked Notes.
A Fund may invest in debt exchangeable for common stock, debt, currency or equity linked notes and similar linked securities (
e.g.,
zero-strike warrants) (LNs), which are derivative securities, typically issued by a financial institution or special purpose entity, the performance of which depends on the performance of a corresponding foreign security or index. Upon redemption or maturity, the principal amount or redemption amount is payable based on the price level of the linked security or index at the time of redemption or maturity, or is exchanged for corresponding shares of common stock. LNs are generally subject to the same risks as direct holdings of securities of foreign issuers and non-dollar securities, including currency risk and the risk that the amount payable at maturity or redemption will be less than the principal amount of a note because the price of the linked security or index has declined. LNs are also subject to counterparty risk, which is the risk that the company issuing the LN may fail to pay the full amount due at maturity or redemption. A Fund may also have difficulty disposing of LNs because there may be restrictions on redemptions and there may be no market or only a thin trading market in such securities.
Settlement Risk.
Settlement and clearance procedures in certain foreign markets differ significantly from those in the United States. Foreign settlement procedures and trade regulations may involve certain risks (such as delays in payment for or delivery of securities) not typically generated in the settlement of U.S. investments. Settlements in certain foreign countries at times have not kept pace with the number of securities transactions being undertaken; these problems may make it difficult for a Fund to carry out transactions. If a Fund cannot settle or is delayed in settling a purchase of securities, it may miss attractive investment opportunities and certain of its assets may remain uninvested with no return earned thereon for some period. There may also be the danger that, because of uncertainties in the operation of settlement systems in individual markets, competing claims may arise in respect of securities held by or to be transferred to a Fund. Further, compensation schemes may be non-existent, limited or inadequate to meet a Funds claims in any of these events. In connection with any of these events, and other similar circumstances, a Fund may experience losses because of failures of or defects in settlement systems.
There are additional and magnified risks involved with investments in emerging or developing markets, which may exhibit greater price volatility and risk of principal, have less liquidity and have settlement arrangements that are less efficient than in developed markets. In addition, the economies of emerging market countries generally are heavily dependent on international trade and, accordingly, have been and may continue to be adversely affected by trade barriers, managed adjustments in relative currency values and other protectionist measures imposed or negotiated by the countries with which they trade. Emerging market economies also have been and may continue to be adversely affected by economic conditions in the countries with which they trade.
See Investments in Emerging Market Securities below.
GOVERNMENT INTERVENTION IN FINANCIAL MARKETS.
Recent instability in the financial markets led the U.S. Government to take a number of unprecedented actions designed to support certain financial institutions and segments of the financial markets that experienced extreme volatility and, in some cases, a lack of liquidity. Federal, state, and other governments, their regulatory agencies or self regulatory organizations may in future take actions that affect the regulation of the instruments in which a Fund invests, or the issuers of such instruments, in ways that are unforeseeable. Legislation or regulation may also change the way in which the Funds themselves are regulated. In particular, the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank Act) provides for widespread regulation of financial institutions, consumer financial products and services, broker-dealers, over-the-counter derivatives, investment advisers, credit rating agencies and mortgage lending, which expands federal oversight in the financial sector and may affect the investment management industry as a whole. The Dodd-Frank Act leaves many issues to be resolved by regulatory studies and rulemakings, and in some cases further remedial legislation, by deferring their resolution to a future date. This legislation, as well as additional legislation and regulatory changes that may be enacted in the future, could change the fund industry as a whole and limit or preclude a Funds ability to achieve its investment objective.
Governments or their agencies may also acquire distressed assets from financial institutions and acquire ownership interests in those institutions. The implications of government ownership and disposition of these assets are unclear, and such programs may have positive or negative effects on the liquidity, valuation and performance of a Funds portfolio holdings. Furthermore, volatile financial markets can expose the Funds to greater market and liquidity risk and potential difficulty in valuing portfolio instruments held by the Funds. The Funds have established procedures to assess the liquidity of portfolio holdings and to value instruments for which market prices may not be readily available. HFMC and the sub-advisers will monitor developments and seek to manage the Funds in a manner consistent with achieving each Funds investment objective, but there can be no assurance that they will be successful in doing so.
GROWTH ORIENTATION RISK.
The price of a growth companys stock may decrease, or may not increase to the level anticipated by the sub-adviser. In addition, growth stocks may be more volatile than other stocks because they are more sensitive to investors perceptions of the issuing companys growth potential. Also, the growth investing style may over time go in and out of favor. During times when the investing style used by a Fund is out of favor, the Fund may underperform other equity funds that use different investing styles.
HEALTHCARE-RELATED SECURITIES RISK.
Many healthcare-related companies are smaller and less seasoned than companies in other sectors. Healthcare-related companies may also be strongly affected by scientific or technological developments, and their products may quickly become obsolete. Further, many healthcare-related companies offer products and services that are subject to governmental regulation and may be adversely affected by changes in governmental policies or laws. A number of legislative proposals concerning healthcare have been introduced, considered or adopted by the U.S. Congress in recent
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years. These span a wide range of topics, including cost control, national health insurance, incentives for compensation in the provision of health care services, tax incentives and penalties related to health care insurance premiums, and the promotion of prepaid healthcare plans. A Fund cannot predict what proposals will be enacted or what effect they may have on healthcare-related companies.
HIGH YIELD SECURITIES (JUNK BONDS).
Any security or loan with a long-term credit rating of Ba or lower by Moodys, BB or lower by S&P or BB or lower by Fitch, as well as any security or loan that is unrated but determined by the applicable sub-adviser to be of comparable quality, is below investment grade.
Securities and bank loans rated below investment grade are commonly referred to as high yield-high risk debt securities, junk bonds, leveraged loans or emerging market debt, as the case may be. Each rating category has within it different gradations or sub-categories. For instance the Ba rating for Moodys includes Ba3, Ba2 and Ba1. Likewise the S&P and Fitch rating category of BB includes BB+, BB and BB-. If a Fund is authorized to invest in a certain rating category, the Fund is also permitted to invest in any of the sub-categories or gradations within that rating category. Descriptions of the debt securities and bank loans ratings system, including the speculative characteristics attributable to each ratings category, are set forth in Appendix A to this SAI.
Although junk bonds generally pay higher rates of interest than investment grade bonds, junk bonds are high risk investments that may cause income and principal losses for a Fund. Junk bonds may be issued by less creditworthy issuers. Issuers of junk bonds may have a larger amount of outstanding debt relative to their assets than issuers of investment grade bonds. In the event of an issuers bankruptcy, claims of other creditors may have priority over the claims of junk bond holders, leaving few or no assets available to repay junk bond holders. Junk bonds are also subject to extreme price fluctuations. Adverse changes in an issuers industry and general economic conditions may have a greater impact on the prices of junk bonds than on other higher rated fixed income securities. Further, issuers of junk bonds may be unable to meet their interest or principal payment obligations because of an economic downturn, specific issuer developments or the unavailability of additional financing.
In addition, junk bonds frequently have redemption features that permit an issuer to repurchase the security before it matures. If an issuer redeems junk bonds owned by a Fund, the Fund may have to invest the proceeds in bonds with lower yields and may lose income. Junk bonds may also be less liquid than higher rated fixed income securities, even under normal economic conditions. Moreover, there are relatively few dealers in the junk bond market, and there may be significant differences among these dealers price quotes. Because they are less liquid, judgment may play a greater role in valuing these securities than is the case with securities that trade in a more liquid market.
A Fund may incur expenses to the extent necessary to seek recovery upon default or to negotiate new terms with a defaulting issuer. The credit rating of a junk bond does not necessarily take into account its market value risk. Ratings and market value may change from time to time, positively or negatively, to reflect new developments regarding the issuer. These securities and bank loans generally entail greater risk (including the possibility of default or bankruptcy of the issuer), involve greater volatility of price and risk to principal and income and may be less liquid than securities and bank loans in higher rating categories. Securities and bank loans in the highest category below investment grade are considered to be of poor standing and predominantly speculative with respect to the issuers capacity to pay interest and repay principal in accordance with the terms of the obligations. As such, these investments often have reduced values that, in turn, negatively impact the value of the Funds shares. If a security or bank loan is downgraded to a rating category that does not qualify for investment, the applicable sub-adviser will use its discretion on whether to hold or sell based upon its opinion on the best method to maximize value for shareholders over the long term.
ILLIQUID INVESTMENTS.
Each Fund is permitted to invest in illiquid securities or other illiquid investments in an amount up to 15% of its net assets (5% of its total assets for Money Market HLS Fund). Illiquid investments are ones that may not be sold or disposed of in the ordinary course of business within seven days at approximately the price used for such investments in the determination of a Funds net asset value. A Fund may not be able to sell illiquid securities or other investments when a sub-adviser considers it desirable to do so or may have to sell such securities or other investments at a price that is lower than the price that could be obtained if the securities or other investments were more liquid. Illiquid securities also may be more difficult to value due to the lack of reliable market quotations for such securities or investments, and investments in them may have an adverse impact on a Funds net asset value.
Securities and other investments purchased by a Fund that are liquid at the time of purchase may subsequently become illiquid due to events relating to the issuer of the security, market events, economic conditions or investor perceptions. Domestic and foreign markets are becoming more and more complex and interrelated such that events in one sector of the market or the economy, or in one geographical region, can reverberate and have negative consequences for other market, economic or regional sectors in a manner that may not be reasonably foreseen. With respect to over-the-counter (OTC) securities, the continued viability of any OTC secondary market depends on the continued willingness of dealers and other participants to purchase the securities.
If one or more instruments in a Funds portfolio become illiquid, the Fund may exceed its limit on illiquid instruments. If this occurs, the Fund must take steps to bring the aggregate amount of illiquid instruments back within the prescribed limitations as soon as reasonably practicable. However, this requirement will not force a Fund to liquidate any portfolio instrument where the Fund would suffer a loss on the sale of that instrument.
Where no clear indication of the value of a particular investment is available, the investment will be valued at its fair value according to the valuation procedures approved by the Boards of Directors. These cases include, among others, situations where
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the secondary markets on which a security has previously been traded are no longer viable for lack of liquidity. The value of illiquid securities may reflect a discount, which may be significant, from the market price of comparable securities for which a liquid market exists and thus negatively affect a Funds net asset value.
Under current interpretations of the SEC Staff, the following types of investments in which a Fund may invest are considered illiquid: (i) repurchase agreements maturing in more than seven days; (ii) certain restricted securities (securities whose public resale is subject to legal or contractual restrictions); (iii) option contracts with respect to specific securities, that are not traded on a national securities exchange and not readily marketable; and (iv) any other securities or investments in which a Fund may invest that are not readily marketable.
INDEX STRATEGY RISK.
An index fund is not actively managed, and therefore the adverse performance of a particular stock ordinarily will not result in the elimination of the stock from a Funds portfolio. The Fund will remain invested in stocks even when stock prices are generally falling.
INDUSTRY CONCENTRATION RISK.
A Fund that invests primarily in a small number of business sectors may be exposed to greater liquidity risk and risk of loss should adverse economic developments occur in one of those sectors.
INFLATION PROTECTED DEBT SECURITIES.
Certain Funds may invest in inflation-protected debt securities, which are fixed income securities whose principal value is periodically adjusted according to the rate of inflation. Two structures are common. The U.S. Treasury and some other issuers use a structure that accrues inflation into the principal value of the security. Most other issuers pay out the inflation accruals as part of a semiannual coupon.
The value of inflation protected securities generally fluctuates in response to changes in real interest rates, which are in turn tied to the relationship between nominal (or stated) interest rates and the rate of inflation. Therefore, if inflation were to rise at a faster rate than nominal interest rates, real interest rates might decline, leading to an increase in the price of an inflation-protected debt security. In contrast, if nominal interest rates increased at a faster rate than inflation, real interest rates might rise, leading to a decrease in the price of an inflation protected debt security.
Interest payments on inflation protected debt securities will fluctuate as the principal and/or interest is adjusted for inflation and can be unpredictable. The U.S. Treasury only began issuing Treasury inflation protected securities (TIPS) in 1997, and corporations began issuing corporate inflation protected securities (CIPS) even more recently. As a result, the market for such securities may be less developed or liquid, and more volatile, than certain other securities markets. Although corporate inflation protected securities with different maturities may be issued in the future, the U.S. Treasury currently issues TIPS in five-year, ten-year and twenty-year maturities, and CIPS are currently issued in five-year, seven-year and ten-year maturities. Repayment of the original security principal upon maturity (as adjusted for inflation) is generally guaranteed in the case of TIPS, even during a period of deflation. However, the current market value of the securities is not guaranteed and will fluctuate. Other inflation related securities, such as CIPS, may not provide a similar guarantee. If a guarantee of principal is not provided, the adjusted principal value of the security repaid at maturity may be less than the original principal.
While these securities are expected to be protected from long-term inflationary trends, short-term increases in inflation may lead to declines in value. If interest rates rise due to reasons other than inflation (for example, due to changes in currency exchange rates), investors in these securities may not be protected to the extent that the increase is not reflected in the securitys inflation measure.
The periodic adjustment of U.S. inflation-protected debt securities is tied to the Consumer Price Index for Urban Consumers (CPI-U), which is calculated monthly by the U.S. Bureau of Labor Statistics. The CPI-U is an index of changes in the cost of living, made up of components such as housing, food, transportation and energy. Inflation-protected debt securities issued by a foreign government are generally adjusted to reflect a comparable inflation index calculated by that government. There can be no assurance that the CPI-U or any foreign inflation index will accurately measure the real rate of inflation in the prices of goods and services. Moreover, there can be no assurance that the rate of inflation in a foreign country will be correlated to the rate of inflation in the United States.
Any increase in the principal amount of an inflation-protected debt security will be considered taxable ordinary income, even though investors do not receive their principal until maturity.
INITIAL PUBLIC OFFERINGS.
The prices of securities purchased in initial public offerings (IPOs) can be very volatile and/or decline shortly after the IPO. Securities issued in IPOs have no trading history, and information about the issuing companies may be available for only very limited periods. The effect of IPOs on a Funds performance depends on a variety of factors, including the number of IPOs the Fund invests in relative to the size of the Fund and whether and to what extent a security purchased in an IPO appreciates and depreciates in value.
INTEREST RATE RISK.
Interest rate risk is the possibility an investment may go down in value when interest rates rise because when interest rates rise, the prices of bonds and fixed rate loans fall. Generally, the longer the maturity of a bond or fixed rate loan, the more sensitive it is to this risk. Falling interest rates also create the potential for a decline in a Funds income.
INVERSE FLOATING RATE SECURITIES.
Inverse floating rate securities, also called inverse floaters or residual interest bonds, are variable-rate securities whose coupon changes in a direction opposite from that of a specified interest rate. Generally, income on inverse floaters decreases when interest rates rise and increases when interest rates fall. Inverse floaters can have the effect of providing a degree of investment leverage because they may increase or decrease in value in response to changes (
e.g.,
changes in market interest rates) at a rate that is a multiple of the rate at which fixed-rate securities increase or decrease in
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response to the same changes. Therefore, the market values of such securities are generally more volatile than the market values of fixed-rate securities (especially during periods when interest rates are fluctuating). A Fund could lose money and its net asset value could decline if movements in interest rates are incorrectly anticipated. Moreover, the markets for this type of security may be less developed and less liquid than the markets for traditional municipal securities.
Certain Funds may invest in municipal inverse floaters, which are a type of inverse floater in which a municipal bond is deposited with a special purpose vehicle (SPV), which issues a municipal bond (owned by the Fund) and receives in return the municipal inverse floater (which is comprised of a residual interest in the cash flows and assets of the SPV) plus proceeds from the issuance by the SPV of floating rate certificates to third parties. This type of municipal inverse floater, generally includes the right to unwind the transaction by (1) causing the holders of the floating rate certificates to tender their certificates at par and (2) returning the municipal inverse floater to the SPV in exchange for the original municipal bond. If the holder of the inverse floater exercises this right, it would pay the par amount due on the floating rate certificates and exchange the municipal inverse floater for the underlying municipal bond. The SPV may also be terminated for other reasons (as defined in its operative documents), such as a downgrade in the credit rating of the underlying municipal bond, a payment failure by or the bankruptcy of the issuer of the underlying municipal bond, the inability to remarket floating rate certificates or the SPVs failure to obtain renewal of the liquidity agreement relating to the floating rate certificates. In the event of such a termination, an investor, such as a Fund, shall have the option but not the obligation to effect the economic equivalent of an unwind of the transaction. The holder of a municipal inverse floater generally bears all of the investment risk associated with the underlying bond.
Inverse floating rate securities are subject to the risks inherent in derivative instruments. See Derivative Instruments herein.
INVESTMENT GRADE SECURITIES.
Money Market HLS Fund is permitted to invest in high quality, short term instruments as determined in accordance with the provisions of Rule 2a-7 under the 1940 Act. Certain other Funds are permitted to invest in debt securities rated within the four highest rating categories (
e.g.,
Aaa, Aa, A or Baa by Moodys Investors Service, Inc. (Moodys), AAA, AA, A or BBB by Standard and Poors Corporation (S&P) or AAA, AA, A or BBB by Fitch, Inc. (Fitch)) (or, if unrated, securities of comparable quality as determined by the applicable sub-adviser) (see Appendix A to this SAI for a description of applicable securities ratings). These securities are generally referred to as investment grade securities. Each rating category has within it different gradations or sub-categories. If a Fund is authorized to invest in a certain rating category, the Fund is also permitted to invest in any of the sub-categories or gradations within that rating category. If a security is downgraded to a rating category that does not qualify for investment, the sub-adviser will use its discretion on whether to hold or sell based upon its opinion on the best method to maximize value for shareholders over the long term. Debt securities carrying the fourth highest rating (
e.g.,
Baa by Moodys, BBB by S&P and BBB by Fitch) and unrated securities of comparable quality (as determined by a sub-adviser) are considered to have speculative characteristics with respect to the issuers continuing ability to meet principal and interest payments, involve a higher degree of risk and are more sensitive to economic change than higher rated securities.
INVESTMENT STRATEGY RISK.
Investment strategy risk is the risk that, if a sub-advisers investment strategy does not perform as expected, a Fund could underperform its peers or lose money. There is no guarantee that a Funds investment objective will be achieved.
INVESTMENTS IN EMERGING MARKET SECURITIES.
Certain Funds may invest in securities of issuers that conduct their principal business activities in, or whose securities are traded principally on exchanges located in, less developed countries considered to be emerging markets. Emerging markets include those countries defined as emerging or developing by the World Bank, the International Finance Corporation or the United Nations. Investing in emerging market securities involves not only the risks described above with respect to investing in foreign securities, but also other risks that may be more severe and pervasive than those present in foreign countries with more developed markets. Emerging markets are riskier than more developed markets because they tend to develop unevenly and may never fully develop. The value of a Funds investments in emerging markets securities may be adversely affected by changes in the political, economic or social conditions, expropriation, nationalization, limitation on the removal of funds or assets, controls, tax regulations and other restrictions in emerging market countries. In the past, governments of such nations have expropriated substantial amounts of private property, and most claims of the property owners have never been fully settled. There is no assurance that such expropriations will not reoccur. In such circumstances, it is possible that a Fund could lose the entire amount of its investments in the affected market.
Some countries have pervasive corruption and crime that may hinder investments. Certain emerging markets may also face other significant internal or external risks, including the risk of war and ethnic, religious and racial conflicts. A Funds emerging market investments may introduce exposure to economic structures that are generally less diverse and mature than, and to political systems that can be expected to have less stability than, those of developed countries. Other characteristics of emerging markets that may affect investments include national policies that may restrict investment by foreigners in issuers or industries deemed sensitive to relevant national interests and the absence of developed legal structures governing private and foreign investments and private property. Also, the typically small size of the markets for securities of issuers located in emerging markets and the possibility of a low or nonexistent volume of trading in those securities may result in lack of liquidity and price volatility of those securities. In addition, traditional measures of investment value used in the United States, such as price to earnings ratios, may not apply to certain small markets. Also, there may be less publicly available information about issuers in emerging markets than would be available about issuers in more developed capital markets, and such issuers may not be subject to accounting, auditing and financial reporting standards and requirements comparable to those to which U.S. companies are subject. In addition
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to withholding taxes on investment income, some countries with emerging markets may impose differential capital gains taxes on foreign investors.
In addition to the risks of foreign investing and the risks of investing in developing or emerging markets, investments in certain countries with recently developed markets and structures, such as Nigeria, Croatia and Russia, implicate certain specific risks. Because of the recent formation of these securities markets and the underdeveloped state of these countries banking systems, settlement, clearing and registration of securities transactions are subject to significant risks. Share ownership is often defined and evidenced by extracts from entries in a companys share register, but such extracts are neither negotiable instruments nor effective evidence of securities ownership. Further, the registrars in these countries are not necessarily subject to effective state supervision or licensed by any governmental entity, there is no central registration system for shareholders and it is possible for a Fund to lose its entire ownership rights through fraud, negligence or mere oversight. In addition, while applicable regulations may impose liability on registrars for losses resulting from their errors, it may be difficult for a Fund to enforce any rights it may have against the registrar or issuer of the securities in the event of loss of share registration. In Croatia, these risks are limited to investments in securities that are not traded on the national stock exchange. However, in other countries, including Nigeria and Russia, all securities investments are subject to these risks.
Risks of Investments in Russia
. A Fund may invest a portion of its assets in securities issued by companies located in Russia. Because of the recent formation of the Russian securities markets as well as the underdeveloped state of Russias banking system, settlement, clearing and registration of securities transactions are subject to significant risks. Ownership of shares is defined according to entries in the companys share register and normally evidenced by extracts from the register. These extracts are not negotiable instruments and are not effective evidence of securities ownership. The registrars are not necessarily subject to effective state supervision nor are they licensed with any governmental entity. Also, there is no central registration system for shareholders and it is possible for a Fund to lose its registration through fraud, negligence or mere oversight. While a Fund will endeavor to ensure that its interest continues to be appropriately recorded either itself or through a custodian or other agent inspecting the share register and by obtaining extracts of share registers through regular confirmations, these extracts have no legal enforceability and it is possible that subsequent illegal amendment or other fraudulent act may deprive the Fund of its ownership rights or improperly dilute its interest. In addition, while applicable Russian regulations impose liability on registrars for losses resulting from their errors, it may be difficult for a Fund to enforce any rights it may have against the registrar or issuer of the securities in the event of loss of share registration. While the Funds intend to invest directly in Russian companies that use an independent registrar, there can be no assurance that such investments will not result in a loss to a Fund.
LENDING PORTFOLIO SECURITIES.
Subject to its investment restrictions set forth under Investment Objectives and Policies, and subject to the Boards approval, each Fund may from time to time lend portfolio securities to broker-dealers and other institutions as a means of earning additional income. If a Fund security is on loan, under the lending agreement, the borrower is required to deposit cash or liquid securities as collateral at least equal to 100% of the market value of the loaned securities; cash collateral is invested for the benefit of the Fund by the Funds lending agent pursuant to collateral investment guidelines, which must be approved by the Funds Board of Directors. The borrower is also required to pay the Fund any dividends or distributions accruing on the loaned securities.
A Fund does not have the right to vote proxies for securities that are on loan, but in order to vote the proxies it may recall loaned securities. The Board of Directors has in the past and may in the future approve guidelines that define circumstances (generally, those that may have a material effect on the Funds investment) under which a Fund security should be restricted from lending (or recalled from lending) so that its proxies can be voted. The Funds right to recall loaned securities for purposes of voting proxies may not be exercised if, for example, the Board-approved guidelines did not require the security to be restricted from lending or recalled, or if it is determined to be in the best interests of the Fund not to restrict or recall the security in order instead to earn additional income on the loan.
For more information about proxy voting policies and instances in which a Funds sub-adviser may choose not to vote proxies, see Proxy Voting Policies and Procedures below.
A Fund is subject to certain risks while its securities are on loan, including the following: (i) the risk that the borrower defaults on the loan and the collateral is inadequate to cover the Funds loss; (ii) the risk that the earnings on the collateral invested are not sufficient to pay fees incurred in connection with the loan; (iii) the risk that the principal value of the collateral invested may decline; (iv) the risk that the borrower may use the loaned securities to cover a short sale, which may in turn place downward pressure on the market prices of the loaned securities; (v) the risk that return of loaned securities could be delayed and interfere with portfolio management decisions; and (vi) the risk that any efforts to recall the securities for purposes of voting may not be effective.
LIQUIDATION OF FUNDS.
The Board of Directors may determine to close and liquidate a Fund at any time. Reasonable advance notice of the liquidation will be provided to shareholders. The timing of any liquidation may not be favorable to certain individual shareholders.
MARKET RISK.
Market risk is the risk that one or more markets in which a Fund invests will go down in value, including the possibility that such markets will go down sharply and unpredictably. Securities may decline in value due to the activities and financial prospects of individual companies or to general market and economic movements and trends.
MID CAP STOCK RISK.
Mid capitalization stocks involve greater risks than those associated with larger, more established companies and may be subject to more abrupt or erratic price movements. Securities of such issuers may lack sufficient market liquidity to enable a Fund to effect sales at an advantageous time or without a substantial drop in price. These companies often
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have narrower markets, more limited operating or business history and more limited managerial or financial resources than larger, more established companies. As a result, their performance can be more volatile and they face greater risk of business failure, which could increase the volatility of a Funds portfolio. Generally, the smaller the companys size, the greater these risks.
MONEY MARKET INSTRUMENTS AND TEMPORARY INVESTMENT STRATEGIES.
Each Fund may hold cash and invest in money market instruments at any time. Each Fund may invest a significant portion of its assets in cash and high quality money market instruments when its sub-adviser, subject to the overall supervision of HFMC, deems it appropriate, and may invest up to 100% of its total assets in cash or money market instruments for temporary defensive purposes.
Money market instruments include, but are not limited to: (1) bankers acceptances; (2) obligations of governments (whether U.S. or foreign) and their agencies and instrumentalities; (3) short-term corporate obligations, including commercial paper, notes, and bonds; (4) other short-term debt obligations; (5) obligations of U.S. banks, foreign branches of U.S. banks (Eurodollars), U.S. branches and agencies of foreign banks (Yankee dollars) and foreign branches of foreign banks; (6) asset-backed securities; and (7) repurchase agreements. Each Fund may also invest in Hartford Money Market HLS Fund, or in another registered money market fund, that invests in money market instruments, as permitted by regulations adopted under the 1940 Act.
Money Market HLS Fund may invest in cash and high quality money market instruments at any time in accordance with its investment objective and strategies.
MORTGAGE-RELATED SECURITIES.
The mortgage-related securities in which certain Funds may invest include interests in pools of mortgage loans made by lenders such as savings and loan institutions, mortgage bankers, commercial banks, various governmental, government-related and private organizations and others. The Funds may also invest in similar mortgage-related securities that provide funds for multi-family residences or commercial real estate properties.
Mortgage-related securities are subject to certain unique risks. Generally, rising interest rates tend to extend the duration of fixed rate mortgage-backed securities, making them more sensitive to changes in interest rates. As a result, in a period of rising interest rates, if a Fund holds mortgage-backed securities, it may exhibit additional volatility. This is known as extension risk. In addition, adjustable and fixed rate mortgage-backed securities are subject to prepayment risk. When interest rates decline, borrowers may pay off their mortgages sooner than expected. This can reduce the returns of a Fund because the Fund may have to reinvest that money at lower prevailing interest rates. Mortgage-related securities are also subject to the risk that the underlying loans may not be repaid. The value of mortgage-related securities can also be significantly affected by the markets perception of the issuers and the creditworthiness of the parties involved.
The yield characteristics of mortgage securities differ from those of traditional debt securities. Among the major differences are that interest and principal payments are made more frequently on mortgage securities, usually monthly, and that principal may be prepaid at any time. The risks associated with prepayment and the rate at which prepayment may occur are influenced by a variety of economic, geographic, demographic, social and other factors including interest rate levels, changes in housing needs, net equity built by mortgagors in the mortgaged properties, job transfers and unemployment rates.
Mortgage securities differ from conventional bonds in that principal is paid back over the life of the mortgage securities rather than at maturity. As a result, the holder of the mortgage securities (
e.g.,
a Fund) receives monthly scheduled payments of principal and interest, and may receive unscheduled principal payments representing prepayments on the underlying mortgages. When the holder reinvests the payments and any unscheduled prepayments of principal it receives, it may receive a rate of interest which is lower than the rate on the existing mortgage securities. For this reason, mortgage securities are less effective than other types of U.S. Government securities as a means of locking in long-term interest rates.
Mortgage-related securities may be composed of one or more classes and may be structured either as pass-through securities or collateralized debt obligations. Multiple-class mortgage-related securities are referred to herein as CMOs. Some CMOs are directly supported by other CMOs, which in turn are supported by mortgage pools. Investors typically receive payments out of the interest and principal on the underlying mortgages, which payments and the priority thereof are determined by the specific terms of the CMO class. CMOs involve special risks, and evaluating them requires special knowledge.
CMO classes may be specially structured in a manner that provides any of a wide variety of investment characteristics, such as yield, effective maturity and interest rate sensitivity. As market conditions change, however, and particularly during periods of rapid or unanticipated changes in market interest rates, any given CMO structure may react differently from the way anticipated and thus affect the Funds portfolio in different, and possibly negative, ways. Market changes may also result in increased volatility in market values and reduced liquidity.
Certain classes of CMOs and other mortgage-related securities are structured in a manner that makes them extremely sensitive to changes in prepayment rates, such as interest-only (IO) and principal-only (PO) classes. IOs are entitled to receive all or a portion of the interest, but none (or only a nominal amount) of the principal payments, from the underlying mortgage assets. If the mortgage assets underlying an IO experience greater than anticipated principal prepayments, then the total amount of interest payments allocable to the IO class, and therefore the yield to investors, generally will be reduced. In some instances, an investor in an IO may fail to recoup all of his or her initial investment, even if the security is government issued or guaranteed or rated AAA or the equivalent. Conversely, PO classes are entitled to receive all or a portion of the principal payments, but none of the interest, from the underlying mortgage assets. PO classes are purchased at substantial discounts from par, and the yield to investors will be reduced if principal payments are slower than expected. Inverse floating rate CMOs, which pay interest at a rate that decreases when a specified index of market rates increases (and vice versa), also may be extremely volatile. If the Funds purchase mortgage-backed securities that are subordinated to other interests in the same mortgage pool, the Fund may only
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receive payments after the pools obligations to other investors have been satisfied. For example, an unexpectedly high rate of defaults on the mortgages held by a mortgage pool may limit substantially the pools ability to make payments of principal or interest to holders of the securities, which would thus reduce the values of the securities or in some cases render them worthless. The Funds may invest in mortgage-backed securities issued by the U.S. Government.
See U.S. Government Securities Risk below.
To the extent a Fund invests in mortgage-backed securities offered by non-governmental issuers, such as commercial banks, savings and loan institutions, private mortgage insurance companies, mortgage bankers and other secondary market issuers, the Fund may be subject to additional risks. Timely payment of interest and principal of non-governmental issuers are supported by various forms of private insurance or guarantees, including individual loan, title, pool and hazard insurance purchased by the issuer. There can be no assurance that the private insurers can meet their obligations under the policies. An unexpectedly high rate of defaults on the mortgages held by a mortgage pool may adversely affect the value of a mortgage-backed security and could result in losses to a Fund. The risk of such defaults is generally higher in the case of mortgage pools that include subprime mortgages. Subprime mortgages refer to loans made to borrowers with weakened credit histories or with a lower capacity to make timely payments on their mortgages.
MUNICIPAL SECURITIES
.
Municipal securities primarily include debt obligations of the states and their agencies, universities, boards, authorities and political subdivisions (
e.g.,
cities, towns, counties, school districts, authorities and commissions), which are issued to obtain funds for public purposes, including the construction or improvement of a range of public facilities such as airports, bridges, highways, hospitals, housing, jails, mass transportation, nursing homes, parks, public buildings, recreational facilities, school facilities, streets and water and sewer works. Municipal securities may also be issued for other public purposes such as the refunding of outstanding obligations, the anticipation of taxes or state aids, the payment of judgments, the funding of student loans, community redevelopment, district heating, the purchase of street maintenance and firefighting equipment or any authorized corporate purpose of the issuer, except for the payment of current expenses. Certain types of industrial development (or private activity) bonds may be issued by or on behalf of public corporations to finance privately operated housing facilities, air or water pollution control facilities and certain local facilities for water supply, gas, electricity or sewage or solid waste disposal. In addition, structured securities, such as tobacco bonds, may be issued by municipal entities to securitize future payment streams. Such obligations are included within the term municipal securities if the interest payable thereon is, in the opinion of bond counsel, exempt from federal income taxation (but, note that municipal securities may include securities that pay interest income subject to the Alternative Minimum Tax).
The two principal classifications of municipal securities are general obligation bonds and limited obligation (or revenue) bonds. General obligation bonds are obligations payable from the issuers general unrestricted revenues and not from any particular fund or revenue source. The characteristics and methods of enforcement of general obligation bonds vary according to the laws applicable to the particular issuer. Limited obligation bonds are payable only from the revenues derived from a particular facility or class of facilities or, in some cases, from the proceeds of a specific revenue source, such as the user of the facility. Industrial development bonds are in most cases limited obligation bonds payable solely from specific revenues, pledged to payment of the bonds, of the project to be financed. The credit quality of industrial development bonds is usually directly related to the credit standing of the user of the facilities (or the credit standing of a third-party guarantor or other credit enhancement participant, if any). There are, of course, variations in the quality of municipal securities, both within a particular classification and between classifications, depending on various factors (see Appendix A of this SAI). The yields on municipal securities are dependent on a variety of factors, including general money market conditions, the financial condition of the issuer, general conditions of the municipal securities market, the size of the particular offering, the maturity of the obligation and the rating of the issue. The ratings of the various rating agencies represent their opinions as to the quality of the municipal securities which they undertake to rate. However, the ratings are general, not absolute, standards of quality. Consequently, municipal securities of the same maturity, interest rate and rating may have different yields, while municipal securities of the same maturity and interest rate with different ratings may have the same yield.
Municipal securities risks include the ability of the issuer to repay the obligation, the relative lack of information about certain issuers of municipal securities and the possibility of future legislative changes that could affect the market for and value of municipal securities. These risks also include:
General Obligation Bonds Risk
The full faith, credit and taxing power of the municipality that issues a general obligation bond secures payment of interest and repayment of principal. Timely payments depend on the issuers credit quality, ability to raise tax revenues and ability to maintain an adequate tax base.
Revenue (or Limited Obligation) Bonds Risk
Payments of interest and principal on revenue bonds are made only from the revenues generated by a particular facility, class of facilities or the proceeds of a special tax or other revenue source. These payments depend on the money earned by the particular facility or class of facilities, or the amount of revenues derived from another source.
Private Activity (or Industrial Development) Bonds Risk
Municipalities and other public authorities issue private activity bonds to finance development of industrial facilities for use by a private enterprise. The private enterprise pays the principal and interest on the bond, and the issuer does not pledge its full faith, credit and taxing power for repayment. If the private enterprise defaults on its payments, the Fund may not receive any income or get its money back from the investment.
Moral Obligation Bonds Risk
Moral obligation bonds are generally issued by special purpose public authorities of a state or municipality. If the issuer is unable to meet its obligations, repayment of these bonds becomes a moral commitment, but not a legal obligation, of the state or municipality.
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Municipal Notes Risk
Municipal notes are shorter term municipal debt obligations. They may provide interim financing in anticipation of, and are secured by, tax collection, bond sales or revenue receipts. If there is a shortfall in the anticipated proceeds, the notes may not be fully repaid and a Fund may lose money.
Municipal Lease Obligations Risks
In a municipal lease obligation, the issuer agrees to make payments when due on the lease obligation. The issuer will generally appropriate municipal funds for that purpose, but is not obligated to do so. Although the issuer does not pledge its unlimited taxing power for payment of the lease obligation, the lease obligation is secured by the leased property. However, if the issuer does not fulfill its payment obligation it may be difficult to sell the property and the proceeds of a sale may not cover a Funds loss.
For the purpose of diversification under the 1940 Act, identifying the issuer of a municipal security depends on the terms of the security. If a state or a political subdivision of such state pledges its full faith and credit to payment of a security, the state or the political subdivision will be deemed the sole issuer of the security. If the security is backed only by the assets and revenues of an agency, authority or instrumentality of the state or a political subdivision, but not by the state or political subdivision itself, such agency, authority or instrumentality will be deemed to be the sole issuer. Similarly, if the security is backed only by revenues of an enterprise or specific projects of the state, a political subdivision or agency, authority or instrumentality (e.g., utility revenue bonds), and the full faith and credit of the governmental unit is not pledged to the payment thereof, such enterprise or projects will be deemed the sole issuer. In the case of an industrial development bond, if the bond is backed only by certain revenues to be received from the non-governmental user of the project financed by the bond, such non-governmental user will be deemed to be the sole issuer. If, however, in any of the above cases, the state, the political subdivision or some other entity guarantees a security, and the value of all securities issued or guaranteed by the guarantor and owned by a Fund exceeds 10% of the value of the Funds total assets, the guarantee will be considered a separate security and will be treated as an issue of the guarantor.
Municipal bonds are traded in the over-the-counter market among dealers and other large institutional investors, which, together with the broader fixed-income markets, began in the latter months of 2008 to experience increased volatility and decreased liquidity in response to challenging economic conditions and credit tightening. If market liquidity decreases, a Fund may not be able to sell bonds readily at prices reflecting the values at which the bonds are carried on the Funds books.
OTHER CAPITAL SECURITIES.
Other capital securities encompass a group of instruments referred to in capital markets as Hybrids, Tier I and Tier 2 and TRUPS. These securities give issuers flexibility in managing their capital structure. The features associated with these securities are predominately debt like in that they have coupons, pay interest and in most cases have a final stated maturity. There are certain features that give the companies flexibility not commonly found in fixed income securities, which include, but are not limited to, deferral of interest payments under certain conditions and subordination to debt securities in the event of default. The deferral of interest payments, even for an extended period of time, is generally not an event of default, and the ability of the holders of such instruments to accelerate payment is generally more limited than with other debt securities.
OTHER INVESTMENT COMPANIES.
Certain Funds are permitted to invest in other investment companies sponsored by other fund families (including investment companies that may not be registered under the 1940 Act) such as holding company depository receipts (HOLDRs) and ETFs. Securities in certain countries are currently accessible to the Funds only through such investments. Investment in other investment companies is limited in amount by the 1940 Act, and will involve the indirect payment by the Funds of a portion of the expenses, including advisory fees, of such other investment companies.
Generally, a Fund will not purchase securities of an investment company if, as a result: (1) more than 10% of the Funds total assets would be invested in securities of other investment companies; (2) such purchase would result in more than 3% of the total outstanding voting securities of any such investment company being held by the Fund; or (3) more than 5% of the Funds total assets would be invested in any one such investment company.
PREFERRED STOCK RISK.
The prices and yields of nonconvertible preferred stocks generally move with changes in interest rates and the issuers credit quality, similar to debt securities. The value of convertible preferred stocks varies in response to many factors, including, for example, the value of the underlying equity securities, general market and economic conditions and convertible market valuations, as well as changes in interest rates, credit spreads and the credit quality of the issuer.
QUANTITATIVE INVESTING RISK.
Certain Funds may use quantitative analysis techniques to manage all or a portion of the Funds portfolio. The value of securities selected using quantitative analysis can react differently to issuer, political, market and economic developments from the market as a whole or securities selected using only fundamental analysis. The factors used in quantitative analysis and the weight placed on those factors may not be predictive of a securitys value. In addition, factors that affect a securitys value can change over time and these changes may not be reflected in the quantitative model.
REAL ESTATE RELATED SECURITIES RISKS.
The main risk of real estate related securities is that the value of the underlying real estate may go down. Many factors may affect real estate values, including the general and local economies, the amount of new construction in a particular area, the laws and regulations (including zoning and tax laws) affecting real estate and the costs of owning, maintaining and improving real estate. The availability of mortgages and changes in interest rates may also affect real estate values. Further, the real estate industry is particularly sensitive to economic downturns. If a Funds real estate related investments are concentrated in one geographic area or in one property type, the Fund will be particularly subject to the risks associated with that area or property type.
In addition to the risks surrounding real estate related securities, such as a decline in property values due to increasing vacancies, a decline in rents resulting from unanticipated economic, legal or technological developments or a decline in the price of securities of real estate companies due to a failure of borrowers to pay their loans or poor management, investments in real estate
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investment trusts (REITs) involve unique risks. REITs are pooled investment vehicles that invest primarily in income-producing real estate or real estate related loans or interests. Like registered investment companies such as the Funds, REITs are not taxed on income distributed to shareholders so long as they comply with several requirements of the Code. Investing in REITs involves certain risks. REITS may have limited financial resources, may trade less frequently and in limited volume and may be more volatile than other securities. REITs are also subject to additional risks, such as poor performance by the manager of the REIT, adverse changes to the tax laws or failure by the REIT to qualify for tax-free pass-through of income under the Code, the risks of financing projects, heavy cash flow dependency, default by borrowers, and self-liquidation. In addition, some REITs have limited diversification because they invest in a limited number of properties, a narrow geographic area or a single type of property. A REIT may be affected by changes in the value of the underlying property owned by such REIT or by the quality of any credit extended by the REIT. Also, the organizational documents of a REIT may contain provisions that make changes in control of the REIT difficult and time-consuming. Because REITs are pooled investment vehicles that have expenses of their own, the Fund will indirectly bear its proportionate share of those expenses. REITS are also subject to interest rate risks.
RECENT FIXED INCOME MARKET EVENTS.
The fixed income markets have recently experienced a period of extreme volatility that has negatively impacted a broad range of mortgage- and asset-backed and other fixed income securities, including those rated investment grade, the U.S. and international credit and interbank money markets generally, and a wide range of financial institutions and markets, asset classes and sectors. As a result, fixed income instruments are experiencing reduced liquidity, increased price volatility, credit downgrades and increased likelihood of default. Domestic and international equity markets have also been experiencing heightened volatility and turmoil that has particularly affected issuers with exposure to the real estate, mortgage and credit markets. During times of market turmoil, investors tend to look to the safety of securities issued or backed by the U.S. Treasury, causing the prices of these securities to rise, and their yields to decline. These events as well as continuing market upheavals may have an adverse effect on the Funds.
On September 6, 2008, the Federal Housing Finance Agency (FHFA) placed Federal National Mortgage Association (FNMA) and Federal Home Loan Mortgage Corporation (FHLMC) into conservatorship. As the conservator, FHFA succeeded to all rights, titles, powers and privileges of FNMA and FHLMC and of any stockholder, officer or director of FNMA and FHLMC with respect to FNMA and FHLMC and the assets of FNMA and FHLMC. FHFA selected a new chief executive officer and chairman of the board of directors for each of FNMA and FHLMC. On September 7, 2008, the U.S. Treasury announced three additional steps taken by it in connection with the conservatorship. First, the U.S. Treasury entered into a Senior Preferred Stock Purchase Agreement with each of FNMA and FHLMC under which the U.S. Treasury agreed to purchase up to an aggregate of $100 billion of each of FNMA and FHLMC to maintain a positive net worth in each enterprise. This agreement contains various covenants that severely limit each enterprises operations. In exchange for entering into these agreements, the U.S. Treasury received $1 billion of each enterprises senior preferred stock and warrants to purchase 79.9% of each enterprises common stock. Second, the U.S. Treasury announced the creation of a new secured lending facility to be available to each of FNMA and FHLMC as a liquidity backstop. Third, the U.S. Treasury announced the creation of a temporary program to purchase mortgage-backed securities issued by each of FNMA and FHLMC. Both the liquidity backstop and the mortgage-backed securities purchase program expired in December 2009. FNMA and FHLMC are continuing to operate as going concerns while in conservatorship and each remain liable for all of its obligations, including its guaranty obligations, associated with its mortgage-backed securities.
Under the Federal Housing Finance Regulatory Reform Act of 2008 (the Reform Act), which was included as part of the Housing and Economic Recovery Act of 2008, FHFA, as conservator or receiver, has the power to repudiate any contract entered into by FNMA or FHLMC prior to FHFAs appointment as conservator or receiver, as applicable, if FHFA determines, in its sole discretion, that performance of the contract is burdensome and that repudiation of the contract promotes the orderly administration of FNMAs or FHLMCs affairs. The Reform Act requires FHFA to exercise its right to repudiate any contract within a reasonable period of time after its appointment as conservator or receiver. FHFA, in its capacity as conservator, has indicated that it has no intention to repudiate the guaranty obligations of FNMA or FHLMC because FHFA views repudiation as incompatible with the goals of the conservatorship. However, in the event that FHFA, as conservator or if it is later appointed as receiver for FNMA or FHLMC, were to repudiate any such guaranty obligation, the conservatorship or receivership estate, as applicable, would be liable for actual direct compensatory damages in accordance with the provisions of the Reform Act. Any such liability could be satisfied only to the extent of FNMAs or FHLMCs assets available therefor. In the event of repudiation, the payments of interest to holders of FNMA or FHLMC mortgage-backed securities would be reduced if payments on the mortgage loans represented in the mortgage loan groups related to such mortgage-backed securities are not made by the borrowers or advanced by the servicer. Any actual direct compensatory damages for repudiating these guaranty obligations may not be sufficient to offset any shortfalls experienced by such mortgage-backed security holders. Further, in its capacity as conservator or receiver, FHFA has the right to transfer or sell any asset or liability of FNMA or FHLMC without any approval, assignment or consent. Although FHFA has stated that it has no present intention to do so, if FHFA, as conservator or receiver, were to transfer any such guaranty obligation to another party, holders of FNMA or FHLMC mortgage-backed securities would have to rely on that party for satisfaction of the guaranty obligation and would be exposed to the credit risk of that party.
In addition, certain rights provided to holders of mortgage-backed securities issued by FNMA and FHLMC under the operative documents related to such securities may not be enforced against FHFA, or enforcement of such rights may be delayed, during the conservatorship or any future receivership. The operative documents for FNMA and FHLMC mortgage-backed securities may provide (or with respect to securities issued prior to the date of the appointment of the conservator may have provided) that upon the occurrence of an event of default on the part of FNMA or FHLMC, in its capacity as guarantor, which includes the appointment of a conservator or receiver, holders of such mortgage-backed securities have the right to replace FNMA or FHLMC as trustee if the requisite percentage of mortgage-backed securities holders consent. The Reform Act prevents mortgage-backed
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security holders from enforcing such rights if the event of default arises solely because a conservator or receiver has been appointed. The Reform Act also provides that no person may exercise any right or power to terminate, accelerate or declare an event of default under certain contracts to which FNMA or FHLMC is a party, or obtain possession of or exercise control over any property of FNMA or FHLMC, or affect any contractual rights of FNMA or FHLMC, without the approval of FHFA, as conservator or receiver, for a period of 45 or 90 days following the appointment of FHFA as conservator or receiver, respectively.
REPURCHASE AND REVERSE REPURCHASE AGREEMENTS.
A repurchase agreement is an agreement between two parties whereby one party sells the other a security at a specified price with a commitment to repurchase the security later at an agreed-upon price, date and interest payment. A reverse repurchase agreement is a term used to describe the opposite side of a repurchase transaction. The party that purchases and later resells a security is said to perform a repurchase; the other party, that sells and later repurchases a security is said to perform a reverse repurchase. Each Fund is permitted to enter into fully collateralized repurchase agreements. Each Companys Board of Directors has delegated to the sub-advisers the responsibility of evaluating the creditworthiness of the banks and securities dealers with which the Funds will engage in repurchase agreements. The sub-advisers will monitor such transactions to ensure that the value of underlying collateral will be at least equal to the total amount of the repurchase obligation as required by the valuation provision of the repurchase agreement, including the accrued interest. Repurchase agreements carry the risk that the market value of the securities declines below the repurchase price. A Fund could also lose money if it is unable to recover the securities and the value of the collateral held by the Fund is less than the value of the securities. In the event the borrower commences bankruptcy proceedings, a court may characterize the transaction as a loan. If a Fund has not perfected a security interest in the underlying collateral, the Fund may be required to return the underlying collateral to the borrowers estate and be treated as an unsecured creditor. As an unsecured creditor, the Fund could lose some or all of the principal and interest involved in the transaction. Reverse repurchase agreements are a type of borrowing that may increase the possibility of fluctuation in a Funds net asset value.
RESTRICTED SECURITIES.
A Fund may invest in securities that are not registered under the Securities Act (restricted securities). Restricted securities may be sold in private placement transactions between issuers and their purchasers and may be neither listed on an exchange nor traded in other established markets. In many cases, privately placed securities may not be freely transferable under the laws of the applicable jurisdiction or due to contractual restrictions on resale. As a result of the absence of a public trading market, privately placed securities may be less liquid and more difficult to value than publicly traded securities. To the extent that privately placed securities may be resold in privately negotiated transactions, the prices realized from the sales, due to illiquidity, could be less than those originally paid by the Fund or less than their fair market value. In addition, issuers whose securities are not publicly traded may not be subject to the disclosure and other investor protection requirements that may be applicable if their securities were publicly traded. If any privately placed securities held by a Fund are required to be registered under the securities laws of one or more jurisdictions before being resold, the Fund may be required to bear the expenses of registration. Certain of the Funds investments in private placements may consist of direct investments and may include investments in smaller, less seasoned issuers, which may involve greater risks. These issuers may have limited product lines, markets or financial resources, or they may be dependent on a limited management group. In making investments in such securities, a Fund may obtain access to material nonpublic information, which may restrict the Funds ability to conduct portfolio transactions in such securities.
Some of these securities are new and complex, and trade only among institutions; the markets for these securities are still developing, and may not function as efficiently as established markets. Owning a large percentage of restricted securities could hamper a Funds ability to raise cash to meet redemptions. Also, because there may not be an established market price for these securities, the Fund may have to estimate their value, which means that their valuation (and, to a much smaller extent, the valuation of the Fund) may have a subjective element. Transactions in restricted securities may entail registration expense and other transaction costs that are higher than those for transactions in unrestricted securities. Where registration is required for restricted securities a considerable time period may elapse between the time the Fund decides to sell the security and the time it is actually permitted to sell the security under an effective registration statement. If during such period, adverse market conditions were to develop, the Fund might obtain less favorable pricing terms that when it decided to sell the security. A Fund may purchase securities that may have restrictions on transfer or resale (including Rule 144A securities and Regulation S securities). Depending upon the circumstances, a Fund may only be able to sell these securities in the United States if an exemption from registration under the federal and state securities laws is available or may only be able to sell these securities outside of the United States (such as on a foreign exchange). These securities may either be determined to be liquid or illiquid pursuant to policies and guidelines established by the respective Companys Board of Directors.
SECURITIES TRUSTS.
Certain Funds may invest in securities trusts, which are investment trust vehicles that maintain portfolios comprised of underlying debt securities that are generally unsecured. These instruments are purchased in the cash markets and vary as to the type of underlying security, but include such underlying securities as corporate investment grade and high yield bonds and credit default swaps. Examples include TRAINS, TRACERS, CORE and funded CDX. Holders of interests in these structured notes receive income from the trusts in respect of principal or interest paid on the underlying securities. By investing in such notes, a Fund will indirectly bear its proportionate share of any expenses paid by such notes in addition to the expenses of such Fund.
Investments in these structured products are subject to the same risks that would be associated with direct investments in the underlying securities of the structured notes. These risks include substantial market price volatility resulting from changes in prevailing interest rates; default or bankruptcy of issuers of the underlying securities; subordination to the prior claims of banks and other senior lenders in the case of default; and early repayment by issuers during periods of declining interest rates because of
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mandatory call or redemption provisions. In addition, structured note products may have difficulty disposing of the underlying securities because of thin trading markets.
SMALL CAPITALIZATION SECURITIES
.
Certain Funds may invest in equity securities (including securities issued in initial public offerings) of companies with smaller market capitalizations. Because the issuers of small capitalization securities tend to be smaller or less well-established companies, they may have limited product lines, market share or financial resources, may have less historical data with respect to operations and management and may be more dependent on a limited number of key employees. As a result, small capitalization securities are often less marketable than securities of larger or more well-established companies. Historically, small market capitalization stocks and stocks of recently organized companies are subject to increased price volatility due to: (i) less certain growth prospects; (ii) lower degrees of liquidity in the markets for such stocks; (iii) thin trading that could result in the stocks being sold at a discount or in small lots over an extended period of time; (iv) limited product lines, markets or financial resources; (v) dependence on a few key management personnel; and (vi) increased susceptibility to losses and bankruptcy and increased transaction costs.
SOVEREIGN DEBT.
Investments in sovereign debt involve special risks. The issuer of the debt or the governmental authorities that control the repayment of the debt may be unable or unwilling to repay principal or interest when due in accordance with the terms of such debt, and a Fund may have limited legal recourse in the event of default. Countries such as those in which a Fund may invest have historically experienced, and may continue to experience, high rates of inflation, high interest rates, exchange rate trade difficulties and unemployment. Some of these countries are also characterized by political uncertainty or instability. Additional factors that may influence the ability or willingness to service debt include, but are not limited to, a countrys cash flow situation, the availability of sufficient foreign exchange on the date a payment is due, the relative size of its debt service burden to the economy as a whole and its governments policy towards the International Monetary Fund, the World Bank and other international agencies. If a government entity defaults, it may ask for more time in which to pay or for further loans. There is no legal process for collecting sovereign debt that a government does not pay, and there are no bankruptcy proceedings through which all or part of the sovereign debt that a governmental entity has not repaid may be collected. Additionally, the financial markets have recently seen an increase in volatility and adverse trends due to uncertainty surrounding the level and sustainability of sovereign debt of certain countries that are part of the European Union, including Greece, Spain, Ireland, Italy and Portugal. This has adversely affected the exchange rate of the euro and may continue to significantly affect every country in Europe. Outside of the European Union, Iceland has also experienced adverse trends due to high debt levels and excessive lending.
A Fund may have difficulty disposing of certain sovereign debt obligations because there may be a limited trading market for such securities. Because there is no liquid secondary market for many of these securities, the Funds anticipate that such securities could be sold only to a limited number of dealers or institutional investors. The lack of a liquid secondary market may have an adverse impact on the market price of such securities and a Funds ability to dispose of particular issues when necessary to meet its liquidity needs or in response to a specific economic event, such as deterioration in the creditworthiness of the issuer. The lack of a liquid secondary market for certain securities also may make it more difficult for a Fund to obtain accurate market quotations for purposes of valuing its portfolio and calculating its net asset value.
See also Foreign Investments above.
STRUCTURED SECURITIES.
Because structured securities of the types in which a Fund may invest typically involve no credit enhancement, their credit risk is generally equivalent to that of the underlying instruments. Certain Funds are permitted to invest in classes of structured securities that are either subordinated or unsubordinated with respect to the right to payment of another class. Subordinated structured securities typically have higher yields and present greater risks than unsubordinated structured securities. Structured securities are typically sold in private placement transactions, and there currently is no active trading market for structured securities. Certain issuers of such securities may be deemed to be investment companies as defined in the 1940 Act. Therefore, a Funds investment in structured securities may be limited by certain investment restrictions contained therein.
TAXABLE INCOME RISK.
Taxable income risk is the risk that a Fund may invest in securities or other instruments that produce income subject to income tax, including the Alternative Minimum Tax.
TRACKING ERROR RISK.
A Funds performance may not match or correlate with that of the index it seeks to mimic, either on a daily or aggregate basis. Factors such as cash flows, Fund expenses, imperfect correlation between the Funds portfolio and the component securities of the index, rounding of share prices, asset valuation, timing variances, changes to the composition of the index and regulatory requirements may cause the Funds performance to diverge from the performance of the index. Tracking error risk may cause the Funds performance to be less than expected.
U.S. GOVERNMENT SECURITIES RISK.
Treasury obligations may differ in their interest rates, maturities, times of issuance and other characteristics. Obligations of U.S. Government agencies and authorities are supported by varying degrees of credit but generally are not backed by the full faith and credit of the U.S. Government. No assurance can be given that the U.S. Government will provide financial support to its agencies and authorities if it is not obligated by law to do so. The maximum potential liability of the issuers of some U.S. Government securities held by the Fund may greatly exceed their current resources, including their legal right to support from the U.S. Treasury. It is possible that these issuers will not have the funds to meet their payment obligations in the future.
VALUE ORIENTATION RISK.
Using a value orientation to select investments involves special risks, particularly if it is used as part of a contrarian approach to evaluating issuers. Overlooked or otherwise undervalued securities entail a significant risk of never attaining their potential value. Also, the value investing style may over time go in and out of favor. At times when the value investing style is out of favor, the Fund may underperform other equity funds that use different investing styles.
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VOLATILITY RISK.
Share price, yield and total return may fluctuate more than with funds that use a different investment strategy.
WARRANTS RISK.
If the price of the underlying stock does not rise above the exercise price before a warrant expires, the warrant generally expires without any value and the Fund loses any amount it paid for the warrant. Investments in warrants may involve substantially more risk than investments in common stock. Warrants may trade in the same markets as their underlying stock; however, the price of the warrant does not necessarily move with the price of the underlying stock.
WHEN-ISSUED AND DELAYED-DELIVERY SECURITIES AND FORWARD COMMITMENTS RISK.
A Fund is permitted to purchase or sell securities on a when-issued or delayed-delivery basis. When-issued or delayed-delivery transactions arise when securities are purchased or sold with payment and delivery taking place in the future in order to secure what is considered to be an advantageous price and yield at the time of entering into the transaction. While a Fund generally purchases securities on a when-issued basis with the intention of acquiring the securities, the Fund may sell the securities before the settlement date if a sub-adviser deems it advisable. Distributions attributable to any gains realized on such a sale are taxable to shareholders. When-issued and delayed delivery securities and forward commitments involve the risk that the security a Fund buys will lose value prior to its delivery. There are also the risks that the security will never be issued or that the other party to the transaction will not meet its obligation. If this occurs, a Fund loses both the investment opportunity for the assets it set aside to pay for the security and any gain in the securitys price.
ZERO COUPON SECURITIES.
A zero coupon security is a security that makes no interest payments but is instead sold at a deep discount from its face value. While interest payments are not made on such securities, holders of such securities are deemed to have received income (phantom income) annually, notwithstanding that cash may not be received currently. As with other fixed income securities, zero coupon bonds are subject to interest rate and credit risk. Some of these securities may be subject to substantially greater price fluctuations during periods of changing market rates than comparable securities that pay interest currently. Longer term zero coupon bonds have greater interest rate risk than shorter term zero coupon bonds.
PORTFOLIO TURNOVER
[to be updated]
DISCLOSURE OF PORTFOLIO HOLDINGS
Each HLS Fund will publicly disclose its complete month-end portfolio holdings, excepting certain de minimis or short-term investments, on the HLS Funds website at
www.hartfordinvestor.com
no earlier than 25 calendar days after the end of each month, except that Hartford Money Market HLS Fund (the Money Market Fund) will publicly disclose its complete month-end portfolio holdings no later than 5 business days after the end of each month.
Each HLS Fund (other than the Money Market Fund) also will publicly disclose on its web site its largest ten holdings (in the case of equity funds) or largest ten issuers (in the case of fixed income funds) in which it invests (and the percentage invested in each) no earlier than 15 calendar days after the end of each month, except that if the HLS Fund is a balanced fund or multi asset fund (
i.e.,
a fund that invests in both equity and fixed income securities), the HLS Fund will publicly disclose its largest ten fixed income issuers and equity holdings (and the percentage invested in each holding).
Each HLS Fund, the HLS Funds investment manager, the HLS Funds distributor (collectively, Hartford) or the HLS Funds investment sub-adviser also may confidentially or publicly disclose portfolio holdings on a more frequent basis if approved by the HLS Funds Chief Compliance Officer (CCO) and at least one other HLS Fund officer in accordance with the HLS Funds disclosure policy.
Portfolio holdings are disclosed to the HLS Funds custodian, independent registered public accounting firm, pricing service vendors and other persons who provide systems or software support in connection with HLS Fund operations, including accounting, compliance support and pricing, to the extent they require access to such information in order to fulfill their contractual obligations to the HLS Funds. Portfolio holdings may also be disclosed to persons assisting an HLS Fund or its investment sub-adviser in the voting of proxies and to the HLS Funds bank lenders. In connection with managing an HLS Fund, such HLS Funds investment manager or sub-adviser may disclose the HLS Funds portfolio holdings to third-party vendors that provide analytical systems services to the HLS Funds investment manager or sub-adviser on behalf of the HLS Fund and to certain third party industry information vendors, institutional investment consultants and asset allocation service providers. With respect to each of these entities, portfolio holdings information will be released only in accordance with the above requirements. From time to time, an HLS Fund may disclose portfolio holdings to other parties to the extent necessary in connection with actual or threatened litigation.
The HLS Funds have entered into ongoing arrangements to disclose portfolio holdings to the following entities:
BlackRock Financial Management, Inc.
Brown Brothers Harriman & Co.
Class Action Claims Management
Compliance11
Confluence Technologies
Ernst & Young LLP (each Funds Independent Registered Public Accounting Firm)
FactSet Research Systems Inc.
Glass, Lewis & Co.
Interactive Data Corporation
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Investment Technology Group, Inc.
J.P. Morgan Chase (each Funds custodian)
J.P. Morgan Securities, Inc.
Lipper Inc.
Markit WSO Corporation
Merrill Lynch, Pierce, Fenner & Smith-Incorporated
Quantitative Services Goup, LLC
State Street Bank and Trust Company (certain Funds Custodian)
State Street Investment Management Solutions
SunGard Expert Solutions
Synthesis Technology Corporation
Wolters Kluwer Financial Services
Portfolio holdings are disclosed at various times to Lipper Inc. (on a monthly basis with a lag time of two days) in order to fulfill its obligations to the HLS Funds. Portfolio holdings are disclosed on a daily basis to BlackRock Financial Management, Inc., Brown Brothers Harriman & Co., Compliance11, FactSet Research Systems Inc., Glass Lewis & Co., J.P. Morgan Chase, Investment Technology Group, Inc. (for certain HLS Funds), Markit WSO Corporation (for certain HLS Funds), State Street Bank and Trust Company, Quantitative Services Group, State Street Bank Investment Management Solutions and SunGard Expert Solutions. Portfolio holdings are disclosed on a weekly basis to Investment Technology Group, Inc. (for certain HLS Funds) with no lag time. Portfolio holdings are disclosed to Class Action Claims Management and Wolters Kluwer Financial Services on a monthly basis, with lag times of two days and two days, respectively. Portfolio holdings are disclosed to Confluence Technologies, Interactive Data Corporation and Merrill Lynch, Pierce, Fenner & Smith Incorporated on a quarterly basis, with lag times of three, three and five business days, respectively. Portfolio holdings are disclosed to JP Morgan Securities periodically with lag times of one business day. Portfolio holdings are disclosed to Synthesis Technology on a quarterly and monthly basis with lag times of approximately 12 business days and 5 business days, respectively. Portfolio holdings are disclosed to the HLS Funds independent registered public accounting firm at least annually and otherwise upon request as necessary to enable the HLS Funds independent registered public accounting firm to provide services to the HLS Funds, with no lag time. Additionally, when purchasing and selling its portfolio securities through broker-dealers, requesting bids on securities or obtaining price quotations on securities, the HLS Funds may disclose one or more of their portfolio securities to the party effecting the transaction or providing the information.
Additionally, Hartford or its investment sub-advisers may provide oral or written information (portfolio commentary) about an HLS Fund, including, but not limited to, how the HLS Funds investments are divided among (i) various sectors, industries and countries, (ii) value and growth stocks and small, mid and large-cap stocks, (iii) stocks, bonds, currencies and cash and, as applicable, (iv) types of bonds, bond maturities, bond coupons and bond credit quality ratings. This portfolio commentary may also include information on factors that contributed to the HLS Funds performance, including these relative weightings. Hartford or its investment sub-advisers may also provide oral or written information (statistical information) about various financial characteristics of an HLS Fund or its underlying portfolio securities including, but not limited to, beta, duration, maturity, Sharpe ratio, earnings growth, payout ratio, price/book value, projected earnings growth, return on equity, tracking error, weighted average quality, market capitalization, percent debt to equity, dividend yield or growth, default rate, portfolio turnover, risk and style characteristics or other similar information. This portfolio commentary and statistical information about an HLS Fund may be based on the HLS Funds most recent quarter-end portfolio, month-end or on some other interim period. Portfolio commentary and statistical information may be available on the HLS Funds website or may be provided to members of the press, financial intermediaries, fiduciaries of a 401(k) plan or a trust and their advisers or current or potential shareholders in a Fund or their representatives. The content and nature of the information provided to each of these persons may differ.
Hartford and its investment sub-advisers have implemented procedures reasonably designed to ensure that (1) any disclosure of an HLS Funds portfolio securities is made pursuant to a practice or arrangement approved in accordance with the HLS Funds policy; (2) personnel who are in a position to disclose HLS Fund portfolio holdings are appropriately trained to comply with the HLS Funds policies regarding the disclosure of portfolio holdings; and (3) each approved disclosure arrangement or practice is documented by the HLS Funds CCO or his/her designee.
In no event will The Hartford or its sub-advisers or any affiliate thereof be permitted to receive compensation or other consideration in connection with the disclosure of HLS Fund portfolio holdings.
The HLS Funds CCO is responsible for addressing conflicts of interest between the interests of HLS Fund shareholders, on the one hand, and the interests of an HLS Funds investment manager, investment sub-adviser, principal underwriter, or any affiliated person of an HLS Fund, its investment manager, investment sub-adviser, or its principal underwriter, on the other. Every violation of the portfolio holdings disclosure policy must be reported to the HLS Funds CCO.
The Boards of Directors of each Company review and approve the HLS Funds policy on disclosure of portfolio holdings. The CCO for the HLS Funds investment manager will provide summaries of all newly approved arrangements and report exceptions to and material violations of this policy to the Boards of Directors of the applicable Company. There can be no assurance, however, that the HLS Funds portfolio holdings disclosure policy will prevent the misuse of such information by individuals or firms that receive such information.
35
FUND MANAGEMENT
The Board of Directors and officers of the Companies, their business addresses, principal occupations for at least the past five years and years of birth are listed in the tables below. Each Companys Board of Directors (i) provides broad supervision over the affairs of the Company and the HLS Funds and (ii) elects officers who are responsible for the day-to-day operations of the HLS Funds and the execution of policies formulated by the Boards of Directors. The first table below provides information about those directors who are deemed not to be interested persons of the Companies, as that term is defined in the 1940 Act (
i.e.,
non-interested directors), while the second table below provides information about the Companies interested directors and the Companies officers.
NON-INTERESTED DIRECTORS
NAME, YEAR OF BIRTH AND
ADDRESS
|
|
POSITION
HELD WITH
EACH COMPANY
|
|
TERM OF
OFFICE* AND
LENGTH OF
TIME SERVED
|
|
PRINCIPAL OCCUPATION(S) DURING
PAST 5 YEARS
|
|
NUMBER OF
PORTFOLIOS
IN FUND
COMPLEX
OVERSEEN BY
DIRECTOR
|
|
OTHER DIRECTORSHIPS
FOR PUBLIC COMPANIES
AND OTHER
REGISTERED
INVESTMENT
COMPANIES HELD BY
DIRECTOR
|
LYNN S. BIRDSONG
(1946)
c/o Hartford Mutual Funds
P.O. Box 2999
Hartford, CT 06104-2999
|
|
Director
|
|
Since 2003
|
|
Mr. Birdsong is a private investor. Mr. Birdsong currently serves as a Director of the Sovereign High Yield Investment Company (4/2010 to current). Mr. Birdsong currently serves as an Independent Director of Nomura Partners Funds, Inc. (formerly, The Japan Fund) (3/2003 to current). From 1979 to 2002, Mr. Birdsong was a Managing Director of Zurich Scudder Investments, an investment management firm. During his employment with Scudder, Mr. Birdsong was an Interested Director of The Japan Fund. Since 1981, Mr. Birdsong has been a partner in Birdsong Company, an advertising specialty firm.
|
|
91
|
|
Mr. Birdsong currently serves as a Director of the Sovereign High Yield Investment Company (4/2010 to current). Mr. Birdsong currently serves as an Independent Director of Nomura Partners Funds, Inc. (formerly The Japan Fund) (3/2003 to current).
|
|
|
|
|
|
|
|
|
|
|
|
ROBERT M. GAVIN
(1940)
c/o Hartford Mutual Funds
P.O. Box 2999
Hartford, CT 06104-2999
|
|
Director and Chairman of the Board
|
|
Director since 2002(1)
Director since 1986(2) Chairman of the Board for each Company since 2004
|
|
Dr. Gavin is an educational consultant. Prior to September 1, 2001, he was President of Cranbrook Education Community and prior to July 1996, he was President of Macalester College, St. Paul, Minnesota.
|
|
91
|
|
None
|
|
|
|
|
|
|
|
|
|
|
|
DUANE E. HILL
(1945)
c/o Hartford Mutual Funds
P.O. Box 2999
Hartford, CT 06104-2999
|
|
Director
|
|
Since 2001(1)
Since 2002(2)
|
|
Mr. Hill is a Partner of TSG Ventures L.P., a private equity investment company. Mr. Hill is a former partner of TSG Capital Group, a private equity investment firm that served as sponsor and lead investor in leveraged buyouts of middle market companies.
|
|
91
|
|
None
|
36
SANDRA S. JAFFEE
(1941)
c/o Hartford Mutual Funds
P.O. Box 2999
Hartford, CT 06104-2999
|
|
Director
|
|
Since 2005
|
|
Ms. Jaffee is the founder and Chief Executive Officer of a private company, Homeworks Concierge, LLC, which provides residential property management services in Westchester County, New York (January 2012 to present). Ms. Jaffee served as Chairman (2008 to 2009) and Chief Executive Officer of Fortent (formerly Searchspace Group), a leading provider of compliance/regulatory technology to financial institutions from August 2005 to August 2009. She currently serves as a member of the Board of Directors of Broadridge Financial Solutions, as well as a Trustee of Muhlenberg College.
|
|
91
|
|
Ms. Jaffee is a member of the Board of Directors of Broadridge Financial Solutions (11/2010 to current).
|
|
|
|
|
|
|
|
|
|
|
|
WILLIAM P. JOHNSTON
(1944)
c/o Hartford Mutual Funds
P.O. Box 2999
Hartford, CT 06104-2999
|
|
Director
|
|
Since 2005
|
|
In June 2006, Mr. Johnston was appointed as Senior Advisor to The Carlyle Group, a global private equity investment firm. In July 2006, Mr. Johnston was elected to the Board of Directors of MultiPlan, Inc. and served as a Director (July 2006 to August 2010). In August 2007, Mr. Johnston was elected to the Board of Directors of LifeCare Holdings, Inc. In February 2008, Mr. Johnston was elected to the Board of Directors of HCR-ManorCare, Inc. In May 2006, Mr. Johnston was elected to the Supervisory Board of Fresenius Medical Care AG & Co. KGaA, after its acquisition of Renal Care Group, Inc. in March 2006.
|
|
91
|
|
Mr. Johnston is a Member of the Supervisory Board of Fresenius Medical Care AG & Co. (5/2006 to current), LifeCare Holdings, Inc. (8/2007 to current) and HCR-ManorCare, Inc. (2/2008 to current). Mr. Johnston served as a Director of MultiPlan, Inc. (7/2006 8/2010).
|
|
|
|
|
|
|
|
|
|
|
|
PHILLIP O. PETERSON
(1944)
c/o Hartford Mutual Funds
P.O. Box 2999
Hartford, CT 06104-2999
|
|
Director
|
|
Since 2002(1)
Since 2000(2)
|
|
Mr. Peterson is a mutual fund industry consultant. He was a partner of KPMG LLP (an accounting firm) until July 1999. Mr. Peterson joined the William Blair Funds in February 2007 as a member of the Board of Trustees. He also joined the Board of Trustees of Symetra Variable Mutual Funds Trust as a trustee in February 2012.
|
|
91
|
|
Mr. Peterson is a Trustee of the William Blair Funds (2/2007 to current) and Trustee of Symetra Variable Mutual Funds Trust (2/2012 to current).
|
37
LEMMA W. SENBET
(1946)
c/o Hartford Mutual Funds
P.O. Box 2999
Hartford, CT 06104-2999
|
|
Director
|
|
Since 2005
|
|
Dr. Senbet is the William E. Mayer Chair Professor of Finance and Director, Center for Financial Policy, at the University of Maryland, Robert H. Smith School of Business. He was chair of the Finance Department during 1998 to 2006. Previously he was a chaired professor of finance at the University of Wisconsin-Madison. Also, he was director of the Fortis Funds from March 2000 to July 2002. Dr. Senbet served the finance profession in various capacities, including as director of the American Finance Association and President of the Western Finance Association. In 2006, Dr. Senbet was inducted Fellow of Financial Management Association International for his career-long distinguished scholarship and professional service.
|
|
91
|
|
None
|
(1)
For Hartford Series Fund, Inc.
(2)
For Hartford HLS Series Fund II, Inc.
*
Term of Office: Each director may serve until his or her successor is elected and qualifies.
38
OFFICERS AND INTERESTED DIRECTORS
NAME, YEAR OF BIRTH AND
ADDRESS
|
|
POSITION
HELD WITH
EACH COMPANY
|
|
TERM OF
OFFICE* AND
LENGTH OF
TIME SERVED
|
|
PRINCIPAL OCCUPATION(S) DURING
PAST 5 YEARS
|
|
NUMBER OF
PORTFOLIOS
IN FUND
COMPLEX
OVERSEEN BY
DIRECTOR
|
|
OTHER DIRECTORSHIPS
HELD BY DIRECTOR
|
|
|
|
|
|
|
|
|
|
|
|
LOWNDES A. SMITH**
(1939)
c/o Hartford Mutual Funds
P.O. Box 2999
Hartford, CT 06104-2999
|
|
Director
|
|
Since 1996(1)
Since 2002(2)
|
|
Mr. Smith served as Vice Chairman of The Hartford Financial Services Group, Inc. (The Hartford) from February 1997 to January 2002, as President and Chief Executive Officer of Hartford Life, Inc. (HL, Inc.) from February 1997 to January 2002, and as President and Chief Operating Officer of The Hartford Life Insurance Companies from January 1989 to January 2002. Mr. Smith serves as a Director of White Mountains Insurance Group, Ltd., One Beacon Insurance, Symetra Financial and as Managing Director of Whittington Gray Associates.
|
|
91
|
|
Mr. Smith is a Director of White Mountains Insurance Group Ltd. (10/2003 to current); One Beacon Insurance (10/2006 to current); Symetra Financial (8/2007 to current) and Whittington Gray Associates (1/2007 to current).
|
|
|
|
|
|
|
|
|
|
|
|
JAMES E. DAVEY**
(1964)
c/o Hartford Mutual Funds
P.O. Box 2999
Hartford, CT 06104-2999
|
|
President and Chief Executive Officer
|
|
Since 2010
|
|
Mr. Davey serves as Executive Vice President of Hartford Life. Additionally, Mr. Davey serves as President, Chief Executive Officer and Manager of Hartford Investment Financial Services, LLC (HIFSCO) and President, Chief Executive Officer and Manager of Hartford Funds Management Company, LLC (HFMC). Mr. Davey joined The Hartford in 2002.
|
|
N/A
|
|
N/A
|
|
|
|
|
|
|
|
|
|
|
|
MICHAEL DRESSEN
(1963)
c/o Hartford Mutual Funds
P.O. Box 2999
Hartford, CT 06104-2999
|
|
AML Compliance Officer
|
|
Since 2011
|
|
Mr. Dressen currently serves as Assistant Vice President of Hartford Life. He also serves as Chief Compliance Officer and AML Compliance Officer of Hartford Administrative Services Company (HASCO) and as Assistant Secretary and Compliance Officer of HIFSCO. Mr. Dressen joined The Hartford in 2005 from State Farm Insurance Companies where he held various positions related to mutual funds, variable products, and property casualty insurance.
|
|
N/A
|
|
N/A
|
|
|
|
|
|
|
|
|
|
|
|
TAMARA L. FAGELY
(1958)
c/o Hartford Mutual Funds
500 Bielenberg Drive
Woodbury, MN 55125
|
|
Vice President, Controller and Treasurer
|
|
Since 2002(1)
Since 1993(2)
|
|
Ms. Fagely has been a Vice President of HASCO since 1998 and Chief Financial Officer since 2006. Currently, Ms. Fagely is Chief Administrative Officer and Manager of HFMC and a Vice President of Hartford Life. She served as Assistant Vice President of Hartford Life from December 2001 through March 2005. In addition Ms. Fagely is Controller and Chief Financial Officer of HIFSCO.
|
|
N/A
|
|
N/A
|
39
EDWARD P. MACDONALD
(1967)
c/o Hartford Mutual Funds
P.O. Box 2999
Hartford, CT 06104-2999
|
|
Vice President, Secretary and Chief Legal Officer
|
|
Since 2005
|
|
Mr. Macdonald serves as Vice President of Hartford Life and Chief Legal Officer Mutual Funds, Secretary and Vice President of HIFSCO. Mr. Macdonald also serves as Manager, Vice President, Chief Legal Officer and Secretary of HFMC. He also serves as Secretary and Vice President of HASCO, and Chief Legal Officer, Secretary and Vice President of HL Advisors. Mr. Macdonald joined The Hartford in 2005.
|
|
N/A
|
|
N/A
|
|
|
|
|
|
|
|
|
|
|
|
JOSEPH G MELCHER
(1973)
c/o Hartford Mutual Funds
P.O. Box 2999
Hartford, CT 06104-2999
|
|
Vice President and Chief Compliance Officer
|
|
Since 2013
|
|
Mr. Melcher currently serves as Vice President of HFMC. Mr. Melcher joined The Hartford in 2012 from Touchstone Investments, a member of the Western & Southern Financial Group, where he held the position of Vice President and Chief Compliance Officer from 2010 through 2012 and Assistant Vice President, Compliance from 2005 to 2010.
|
|
N/A
|
|
N/A
|
|
|
|
|
|
|
|
|
|
|
|
VERNON J. MEYER
(1964)
c/o Hartford Mutual Funds
P.O. Box 2999
Hartford, CT 06104-2999
|
|
Vice President
|
|
Since 2006
|
|
Mr. Meyer serves as Senior Vice President of Hartford Life. He also serves as Senior Vice President of HFMC, HIFSCO and HL Advisors. Mr. Meyer joined The Hartford in 2004.
|
|
N/A
|
|
N/A
|
|
|
|
|
|
|
|
|
|
|
|
LAURA S. QUADE
(1969)
c/o Hartford Mutual Funds
P.O. Box 2999
Hartford, CT 06104-2999
|
|
Vice President
|
|
Since 2012
|
|
Ms. Quade currently serves as Assistant Vice President of HASCO and is a Director of Mutual Fund Service Operations. She also serves as Assistant Vice President of HIFSCO and HLIC. Ms. Quade joined The Hartford in 2001 as part of The Hartfords acquisition of Fortis.
|
|
N/A
|
|
N/A
|
|
|
|
|
|
|
|
|
|
|
|
ELIZABETH L. SCHROEDER
(1966)
c/o Hartford Mutual Funds
P.O. Box 2999
Hartford, CT 06104-2999
|
|
Vice President
|
|
Since 2010
|
|
Ms. Schroeder currently serves as Assistant Vice President of Hartford Life. Ms. Schroeder joined Hartford Life in 1991. She is also an Assistant Vice President of HFMC, HASCO, HIFSCO and HL Advisors.
|
|
N/A
|
|
N/A
|
|
|
|
|
|
|
|
|
|
|
|
MARTIN A. SWANSON
(1962)
c/o Hartford Mutual Funds
P.O. Box 2999
Hartford, CT 06104-2999
|
|
Vice President
|
|
Since 2010
|
|
Mr. Swanson is a Vice President of Hartford Life. Mr. Swanson also serves as Vice President/Marketing for HIFSCO. Prior to joining Hartford Life in 1998, Mr. Swanson was a Vice President at PaineWebber, Inc.
|
|
N/A
|
|
N/A
|
(1)
For Hartford Series Fund, Inc.
(2)
For Hartford HLS Series Fund II, Inc.
*
Term of Office: Each officer and Director may serve until his or her successor is elected and qualifies.
**
Interested person, as defined in the 1940 Act, of the Company because of the persons affiliation with, or equity ownership of, HFMC, Hartford Investment Management or affiliated companies.
All directors and officers of Hartford Series Fund, Inc. and Hartford HLS Series Fund II, Inc. also hold corresponding positions with The Hartford Mutual Funds, Inc., The Hartford Mutual Funds II, Inc. and The Hartford Alternative Strategies Fund.
BOARD OF DIRECTORS.
Each Company has a Board of Directors. The same directors serve on the Board of each Company. The Board is responsible for oversight of the Funds. The Board elects officers who are responsible for the day to day
40
operations of the Funds. The Board oversees the investment manager and the other principal service providers of the Funds. The Board currently holds six regularly scheduled meetings throughout each year. In addition, the Board may hold special meetings at other times. As described in more detail below, the Board has established five standing committees that assist the Board in fulfilling its oversight responsibilities: the Audit Committee, Compliance Committee, Contracts Committee, Investment Committee and Nominating Committee (collectively, the Committees).
The Board is chaired by an Independent Director. The Independent Chairman (i) presides at Board meetings and participates in the preparation of agendas for the meetings, (ii) acts as a liaison with the Funds officers, investment manager and other directors between meetings and (iii) coordinates Board activities and functions with the Chairmen of the Committees. The Independent Chairman may also perform such other functions as may be requested by the Board from time to time. The Board has determined that the Boards leadership and committee structure is appropriate because it provides structure for the Board to work effectively with management and service providers and facilitates the exercise of the Boards independent judgment. In addition, the committee structure permits an efficient allocation of responsibility among Directors.
The Board oversees risk as part of its general oversight of the Funds and risk is addressed as part of various Board and Committee activities. The Funds are subject to a number of risks, including investment, compliance, financial, operational and valuation risks. The Funds officers and service providers, which are responsible for the day to day operations of the Funds, implement risk management in their activities. The Board recognizes that it is not possible to identify all of the risks that may affect the Funds, and that it is not possible to develop processes and controls to eliminate all risks and their possible effects. The Audit Committee plays a lead role in receiving reports from management regarding risk assessment and management. In particular, the investment manager has established an internal committee focused on risk assessment and risk management related to the operations of the Funds and the investment manager, and the chairperson of that committee reports to the Audit Committee on a semi-annual basis (or more frequently if appropriate). Other committees also review matters relating to risk. The Compliance Committee assists the Board in overseeing the activities of the Funds CCO, and the CCO provides an annual report to the Compliance Committee and the Board regarding material compliance matters. The Compliance Committee and the Board receive and consider other reports from the CCO throughout the year. The Investment Committee assists the Board in overseeing investment matters. The Investment Committee receives reports from the investment manager relating to investment performance, including information regarding investment risk. The Audit Committee assists the Board in reviewing financial matters, including matters relating to financial reporting risks and valuation risks. The Board may, at any time and in its discretion, change the manner in which it conducts its risk oversight role.
STANDING COMMITTEES.
Each Board of Directors has established an Audit Committee, a Compliance Committee, a Contracts Committee, an Investment Committee and a Nominating Committee.
Each Audit Committee currently consists of the following non-interested directors: Robert M. Gavin, Sandra S. Jaffee, William P. Johnston and Phillip O. Peterson. Each Audit Committee (i) oversees the Funds accounting and financial reporting policies and practices, their internal controls and, as appropriate, the internal controls of certain service providers, (ii) assists the applicable Board of Directors in its oversight of the qualifications, independence and performance of the Funds independent registered public accounting firm; the quality, objectivity and integrity of the Funds financial statements and the independent audit thereof; and the performance of the Funds internal audit function, and (iii) acts as a liaison between the Funds independent registered public accounting firm and the respective full Board. The Funds independent registered accounting firm reports directly to each Audit Committee, and each Audit Committee regularly reports to its applicable Board of Directors.
Each Compliance Committee currently consists of Robert M. Gavin, Sandra S. Jaffee, William P. Johnston, Phillip O. Peterson and James E. Davey. Each Compliance Committee assists the applicable Board in its oversight of the implementation by the Funds of policies and procedures that are reasonably designed to prevent the Funds from violating the Federal securities laws.
Each Contracts Committee currently consists of all non-interested directors of the HLS Funds: Lynn S. Birdsong, Robert M. Gavin, Duane E. Hill, Sandra S. Jaffee, William P. Johnston, Phillip O. Peterson and Lemma W. Senbet. Each Contracts Committee assists the applicable Board in its consideration and review of fund contracts and the consideration of strategy-related matters.
Each Investment Committee currently consists of Lynn S. Birdsong, Duane E. Hill, Lemma W. Senbet and Lowndes A. Smith. Each Investment Committee assists the applicable Board in its oversight of the Funds investment performance and related matters.
Each Nominating Committee currently consists of all non-interested directors of the HLS Funds: Lynn S. Birdsong, Robert M. Gavin, Duane E. Hill, Sandra S. Jaffee, William P. Johnston, Phillip O. Peterson and Lemma W. Senbet. Each Nominating Committee (i) screens and selects candidates to the applicable Board of Directors and (ii) periodically reviews and evaluates the compensation of the non-interested directors and makes recommendations to the Board of Directors regarding the compensation of, and expense reimbursement policies with respect to, non-interested directors. The Nominating Committee will consider nominees recommended by shareholders for non-interested director positions if a vacancy among the non-interested directors occurs and if the nominee meets the Committees criteria.
During the fiscal year ended December 31, 2012, the above referenced committees of each of the Companies met the following number of times: Audit Committee 6 times, Investment Committee - 6 times, Nominating Committee 1 time, Contracts Committee 9 times and the Compliance Committee 4 times.
All Directors and officers of the Companies are also directors and officers of three other registered investment companies in the fund complex, which is comprised of those investment companies for which HFMC serves as investment adviser.
41
DIRECTOR QUALIFICATIONS.
The governing documents for the Companies do not set forth any specific qualifications to serve as a Director. The Charter for the Nominating Committee also does not set forth any specific qualifications, but it does set forth criteria that the Committee should consider as a minimum requirement for consideration as an independent director, including: 15 years of business or academic experience in a management, administrative or other oversight capacity; a college degree or business experience equivalent to a college degree; an ability to invest in the HLS Funds; a person of high ethical standards; and a person able to think through and discuss complicated regulatory and financial issues and arrive at reasonable decisions on these issues on behalf of HLS Fund shareholders.
The Board has concluded, based on each directors experience, qualifications, attributes or skills, on an individual basis and in combination with those of other directors, that each director is qualified to serve as a director for the HLS Funds. Among the attributes and skills common to all directors 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. The Board has considered the actual service of each director in concluding that the director should continue to serve. Each directors ability to perform his or her duties effectively has been attained through the directors education and work experience, as well as service as a director for the Funds and/or other entities. Set forth below is a brief description of the specific experience of each director. Additional details regarding the background of each director is included in the chart earlier in this section.
Lynn S. Birdsong
. Mr. Birdsong has served as a director of the Funds since 2003. He has served as Co-Chairman of the Investment Committee since 2005. 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.
Robert M. Gavin
. Dr. Gavin has served as a director of the Funds (and their predecessors) since 1986. He has served as Chairman of the Board of the Funds since 2004. Dr. Gavin has more than twenty-two years of experience in leadership positions in higher education, including serving as president of Macalester College, St. Paul, Minnesota.
Duane E. Hill
. Mr. Hill has served as a director of the Funds since 2001. He has served as the Chairman of the Nominating Committee since 2003. Mr. Hill has more than thirty-five years experience in senior executive positions in the banking, venture capital and private equity industries.
Sandra S. Jaffee
. Ms. Jaffee has served as a director of the Funds since 2005. Ms. Jaffee has more than thirty-five years of experience as a senior executive in the financial services and technology area, including serving as chairman and CEO of a leading provider of compliance/regulatory technology to financial institutions and as president and CEO of the global securities services division of a major financial services company.
William P. Johnston
. Mr. Johnston has served as a director of the Funds since 2005. He has served as Chairman of the Compliance Committee since 2005. Mr. Johnston has more than forty years of experience in senior leadership positions in the health care, investment banking and legal industries. He currently serves as a senior adviser to a global private equity 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.
Phillip O. Peterson
. Mr. Peterson has served as a director of the Funds (and their predecessors) since 2000. He has served as the Chairman of the Audit Committee since 2002. 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
. Dr. Senbet has served as a director of the Funds (and their predecessors) since 2000. 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.
Lowndes A. Smith
. Mr. Smith has served as a director of the Funds (and their predecessors) since 1996. He has served as Co-Chairman of the Investment Committee since 2005. Mr. Smith previously served as Vice Chairman of The Hartford Financial Services Group, Inc. and as President and CEO of Hartford Life Insurance Company. Mr. Smith serves on a variety of other boards.
James E. Davey.
Mr. Davey has served as a director of the Funds since 2012 and President and Chief Executive Officer of the Funds since 2010. Mr. Davey serves as Executive Vice President of HLIC and The Hartford Financial Services Group, Inc. Additionally, Mr. Davey serves as President, Chairman of the Board, Chief Executive Officer and Manager of HIFSCO and President, Chief Executive Officer and Manager of HFMC. Mr. Davey joined The Hartford in 2002.
The following table discloses the dollar range of equity securities beneficially owned by each director as of December 31, 2012 (i) in each HLS Fund and (ii) on an aggregate basis in any registered investment companies overseen by the director within the same family of investment companies.
42
NON-INTERESTED DIRECTORS[TO BE UPDATED]
NAME OF DIRECTOR
|
|
DOLLAR RANGE OF EQUITY SECURITIES
IN THE HLS FUNDS
|
|
AGGREGATE DOLLAR RANGE
OF EQUITY SECURITIES IN
ALL REGISTERED INVESTMENT
COMPANIES OVERSEEN
BY DIRECTOR IN FAMILY OF
INVESTMENT COMPANIES
|
|
Lynn S. Birdsong
|
|
None
|
|
|
|
|
|
|
|
|
|
Dr. Robert M. Gavin
|
|
None
|
|
|
|
|
|
|
|
|
|
Duane E. Hill
|
|
None
|
|
|
|
|
|
|
|
|
|
Sandra S. Jaffee
|
|
None
|
|
|
|
|
|
|
|
|
|
William P. Johnston
|
|
None
|
|
|
|
|
|
|
|
|
|
Phillip O. Peterson
|
|
None
|
|
|
|
|
|
|
|
|
|
Lemma W. Senbet
|
|
None
|
|
|
|
INTERESTED DIRECTORS [TO BE UPDATED]
NAME OF DIRECTOR
|
|
DOLLAR RANGE OF EQUITY SECURITIES
IN THE HLS FUNDS
|
|
AGGREGATE DOLLAR RANGE
OF EQUITY SECURITIES IN
ALL REGISTERED INVESTMENT
COMPANIES OVERSEEN
BY DIRECTOR IN FAMILY OF
INVESTMENT COMPANIES
|
|
Lowndes A. Smith
|
|
|
|
|
|
James E. Davey
|
|
|
|
|
|
COMPENSATION OF OFFICERS AND DIRECTORS.
The HLS Funds pay a portion of the CCOs compensation, but otherwise do not pay salaries or compensation to any of their officers or directors who are employed by The Hartford. The chart below sets forth the compensation paid by each Company to the following directors for the fiscal year ended December 31, 2012 and certain other information.
[TO BE UPDATED]
Name of Person,
Position
|
|
Aggregate
Compensation From
Hartford Series
Fund, Inc.
|
|
Aggregate
Compensation
From
Hartford HLS
Series Fund II,
Inc.
|
|
Pension Or
Retirement
Benefits
Accrued As
Part of
HLS Fund
Expenses
|
|
Estimated
Annual
Benefits Upon
Retirement
|
|
Total Compensation From
the HLS Funds And Fund
Complex Paid To Directors*
|
|
Lynn S. Birdsong,
|
|
$
|
97,260
|
|
$
|
7,986
|
|
$
|
0
|
|
$
|
0
|
|
$
|
242,000
|
|
Director
|
|
|
|
|
|
|
|
|
|
|
|
Dr. Robert M. Gavin,
|
|
$
|
133,833
|
|
$
|
10,989
|
|
$
|
0
|
|
$
|
0
|
|
$
|
333,000
|
|
Director
|
|
|
|
|
|
|
|
|
|
|
|
Duane E. Hill,
|
|
$
|
85,605
|
|
$
|
7,029
|
|
$
|
0
|
|
$
|
0
|
|
$
|
213,000
|
|
Director
|
|
|
|
|
|
|
|
|
|
|
|
Sandra S. Jaffee,
|
|
$
|
84,399
|
|
$
|
6,930
|
|
$
|
0
|
|
$
|
0
|
|
$
|
210,000
|
|
Director
|
|
|
|
|
|
|
|
|
|
|
|
William P. Johnston,
|
|
$
|
101,480
|
|
$
|
8,333
|
|
$
|
0
|
|
$
|
0
|
|
$
|
252,500
|
|
Director
|
|
|
|
|
|
|
|
|
|
|
|
Phillip O. Peterson,
|
|
$
|
101,480
|
|
$
|
8,333
|
|
$
|
0
|
|
$
|
0
|
|
$
|
252,500
|
|
Director
|
|
|
|
|
|
|
|
|
|
|
|
Lemma W. Senbet,
|
|
$
|
83,394
|
|
$
|
6,848
|
|
$
|
0
|
|
$
|
0
|
|
$
|
207,500
|
|
Director
|
|
|
|
|
|
|
|
|
|
|
|
Lowndes A. Smith,
|
|
$
|
96,456
|
|
$
|
7,920
|
|
$
|
0
|
|
$
|
0
|
|
$
|
240,000
|
|
Director
|
|
|
|
|
|
|
|
|
|
|
|
James E. Davey,
|
|
$
|
|
|
$
|
0
|
|
$
|
0
|
|
$
|
|
|
James E. Davey,
|
|
Director
|
|
|
|
|
|
|
|
|
|
Director
|
|
*
As of December 31, 2012, [five] registered investment companies in the fund complex paid compensation to the directors.
Each Companys Articles of Incorporation provide that the Company to the full extent permitted by Maryland General Corporate Law and the Federal securities laws shall indemnify the directors and officers of the Company. The Articles of Incorporation do not authorize the Companies to indemnify any director 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 persons duties.
43
As of [March 31, 2012], the officers and directors of each Company as a group beneficially owned less than 1% of the outstanding shares of each class of each HLS Fund.
44
INVESTMENT MANAGEMENT ARRANGEMENTS
Each Company, on behalf of the relevant HLS Funds, has entered into an investment management agreement with Hartford Funds Management Company, LLC (HFMC). Each such agreement provides that HFMC, subject to the supervision and approval of the applicable Companys Board of Directors, is responsible for the management of each HLS Fund. HFMC is responsible for investment management supervision of all HLS Funds. The investment management agreements do not require HFMC to bear the costs of the HLS Funds transfer agent, registrar and dividend disbursing agent. In addition, Hartford Life provides administrative services to the HLS Funds including personnel, services, equipment and facilities and office space for proper operation of the HLS Funds. Administrative services provided by Hartford Life to the HLS Funds are covered by the management fee paid by each HLS Fund to HFMC under the applicable investment management agreement. Although Hartford Life, or its affiliates, have agreed to arrange for the provision of additional services necessary for the proper operation of the HLS Funds, each HLS Fund pays for these services directly.
With respect to Index HLS Fund and Money Market HLS Fund, HFMC has entered into an investment sub-advisory agreement with Hartford Investment Management. With respect to the remaining HLS Funds, HFMC has entered into investment sub-advisory agreements with Wellington Management. Under each investment sub-advisory agreement, Hartford Investment Management or Wellington Management, as applicable, subject to the general supervision of the Board of Directors and HFMC, is responsible for (among other things) the day-to-day investment and reinvestment of the assets of such HLS Funds and furnishing each such HLS Fund with advice and recommendations with respect to investments and the purchase and sale of appropriate securities for each HLS Fund.
The HLS Funds rely on an exemptive order from the SEC under which they use a Manager of Managers structure. HFMC has responsibility, subject to oversight by the applicable Board of Directors, to oversee the sub-advisers and recommend their hiring, termination and replacement. The exemptive order permits HFMC, with the approval of the applicable Board of Directors and without obtaining approval from a Funds shareholders (or, as applicable, contract holders), to appoint a new sub-adviser not affiliated with HFMC. Within 90 days after hiring any new sub-adviser, affected shareholders/contract holders will receive information about the new sub-advisory relationship.
The specific conditions of the exemptive order are as follows:
1.
Before HLS Funds may rely on the exemptive order, the operation of HLS Funds under a Manager of Managers structure must be approved by a majority of the outstanding voting securities.
2.
The applicable HLS Funds must disclose in their prospectuses the existence, substance and effect of the exemptive order. In addition, the applicable HLS Funds must hold themselves out to the public as employing the Manager of Managers structure. The prospectuses will prominently disclose that HFMC has ultimate responsibility (subject to oversight by the Board of Directors) to oversee the sub-advisers and recommend their hiring, termination and replacement.
3.
Within ninety (90) days of the hiring of any new sub-adviser, the shareholders/contract holders participating in the applicable HLS Fund will be furnished all information about the new sub-adviser that would be included in a proxy statement, except as modified by the order to permit aggregate fee disclosure. This information will include aggregate fee disclosure and any change in such disclosure caused by the addition of a new sub-adviser. HFMC will meet this condition by providing shareholders/contract holders with an information statement meeting the requirements of Regulation 14C, Schedule 14C and Item 22 of Schedule 14A under the Securities Exchange Act of 1934, as amended (the 1934 Act), except as modified by the order to permit aggregate fee disclosure.
4.
HFMC will not enter into a sub-advisory agreement with any affiliated sub-adviser without that sub-advisory agreement, including the compensation to be paid thereunder, being approved by shareholders/contract holders.
5.
At all times, a majority of the Board of Directors of HLS Funds will be directors who are not interested persons, as that term is defined in Section 2(a)(19) of the 1940 Act, of the Company (Independent Directors), and the nomination of new or additional Independent Directors will be at the discretion of the then-existing Independent Directors.
6.
When a sub-adviser change is proposed for an HLS Fund with an affiliated sub-adviser, the Board of Directors, including a majority of the Independent Directors, will make a separate finding, reflected in the Board of Directors minutes, that the change is in the best interests of the HLS Fund and the shareholders/contract holders participating in that HLS Fund and does not involve a conflict of interest from which HFMC or the affiliated sub-adviser derives an inappropriate advantage.
7.
HFMC will provide general management services to the HLS Funds, including overall supervisory responsibility for the general management and investment of each applicable HLS Funds investment portfolio, and, subject to review and approval by the Board of Directors, will: (a) set the applicable HLS Funds overall investment strategies; (b) evaluate, select and recommend sub-advisers to manage all or a part of an HLS Funds assets; (c) allocate and, when appropriate, reallocate an HLS Funds assets among multiple sub-advisers; (d) monitor and evaluate the investment performance of sub-advisers; and (e) implement procedures reasonably designed to ensure that the sub-advisers comply with the applicable HLS Funds investment objective, policies and restrictions.
8.
No director or officer of the HLS Funds or directors or officers of HFMC will own directly or indirectly (other than through a pooled investment vehicle that is not controlled by such person) any interest in any sub-adviser except for (i) ownership of interests in HFMC or any entity that controls, is controlled by or is under common control with HFMC or (ii) ownership of less
45
than 1% of the outstanding securities of any class of equity or debt of a publicly-traded company that is either a sub-adviser or any entity that controls, is controlled by or is under common control with a sub-adviser.
9.
HLS Funds will include in its registration statement the aggregate fee disclosure.
10.
Independent counsel knowledgeable about the 1940 Act and the duties of Independent Directors will be engaged to represent the Independent Directors of the HLS Funds. The selection of such counsel will be within the discretion of the then-existing Independent Directors.
11.
HFMC will provide the Board of Directors, no less often than quarterly, with information about HFMCs profitability on a per-Fund basis. Such information will reflect the impact on profitability of the hiring or termination of any sub-adviser during the applicable quarter.
12.
When a sub-adviser is hired or terminated, HFMC will provide the Board of Directors with information showing the expected impact on HFMC profitability.
As provided by the investment management agreements, each HLS Fund pays a monthly management fee to HFMC (which covers, in addition to investment management services, certain administrative services, which are provided by Hartford Life). These fees are accrued daily and paid monthly, equal on an annual basis to a stated percentage of such HLS Funds average daily net assets. HFMC (not the applicable HLS Fund) pays the sub-advisory fees to the applicable sub-adviser.
MANAGEMENT FEES
Each HLS Fund pays a monthly management fee to HFMC based on a stated percentage of the Funds average daily net asset value as follows:
Global Research HLS Fund
Average Daily Net Assets
|
|
Annual Rate
|
|
First $500 million
|
|
0.9000
|
%
|
Next $500 million
|
|
0.8750
|
%
|
Next $4 billion
|
|
0.8500
|
%
|
Next $5 billion
|
|
0.8475
|
%
|
Amount Over $10 billion
|
|
0.8450
|
%
|
Healthcare HLS Fund
Average Daily Net Assets
|
|
Annual Rate
|
|
First $250 million
|
|
0.8500
|
%
|
Next $250 million
|
|
0.8000
|
%
|
Next $4.5 billion
|
|
0.7500
|
%
|
Next $5 billion
|
|
0.7475
|
%
|
Amount Over $10 billion
|
|
0.7450
|
%
|
MidCap Value HLS Fund
Average Daily Net Assets
|
|
Annual Rate
|
|
First $500 million
|
|
0.8000
|
%
|
Next $500 million
|
|
0.7250
|
%
|
Next $1.5 billion
|
|
0.6750
|
%
|
Next $2.5 billion
|
|
0.6700
|
%
|
Next $5 billion
|
|
0.6650
|
%
|
Amount Over $10 billion
|
|
0.6600
|
%
|
Small/Mid Cap Equity HLS Fund
Average Daily Net Assets
|
|
Annual Rate
|
|
First $500 million
|
|
0.8000
|
%
|
Next $500 million
|
|
0.7500
|
%
|
Next $4 billion
|
|
0.7000
|
%
|
Next $5 billion
|
|
0.6800
|
%
|
Amount Over $10 billion
|
|
0.6700
|
%
|
46
Growth HLS Fund
Average Daily Net Assets
|
|
Annual Rate
|
|
First $250 million
|
|
0.8000
|
%
|
Next $250 million
|
|
0.7500
|
%
|
Next $500 million
|
|
0.7000
|
%
|
Next $4 billion
|
|
0.6750
|
%
|
Next $5 billion
|
|
0.6725
|
%
|
Amount Over $10 billion
|
|
0.6700
|
%
|
Capital Appreciation HLS Fund, Dividend and Growth HLS Fund, International Opportunities HLS Fund and Value HLS Fund
Average Daily Net Assets
|
|
Annual Rate
|
|
First $250 million
|
|
0.7750
|
%
|
Next $250 million
|
|
0.7250
|
%
|
Next $500 million
|
|
0.6750
|
%
|
Next $1.5 billion
|
|
0.6250
|
%
|
Next $2.5 billion
|
|
0.6200
|
%
|
Next $5 billion
|
|
0.6150
|
%
|
Amount Over $10 billion
|
|
0.6100
|
%
|
Disciplined Equity HLS Fund, Global Growth HLS Fund and MidCap HLS Fund
Average Daily Net Assets
|
|
Annual Rate
|
|
First $250 million
|
|
0.7750
|
%
|
Next $250 million
|
|
0.7250
|
%
|
Next $500 million
|
|
0.6750
|
%
|
Next $4 billion
|
|
0.6250
|
%
|
Next $5 billion
|
|
0.6225
|
%
|
Amount Over $10 billion
|
|
0.6200
|
%
|
Small Company HLS Fund
Average Daily Net Assets
|
|
Annual Rate
|
|
First $250 million
|
|
0.7750
|
%
|
Next $250 million
|
|
0.7250
|
%
|
Next $500 million
|
|
0.6750
|
%
|
Next $500 million
|
|
0.6000
|
%
|
Next $3.5 billion
|
|
0.5500
|
%
|
Next $5 billion
|
|
0.5300
|
%
|
Amount Over $10 billion
|
|
0.5200
|
%
|
High Yield HLS Fund
Average Daily Net Assets
|
|
Annual Rate
|
|
First $500 million
|
|
0.7000
|
%
|
Next $500 million
|
|
0.6750
|
%
|
Next $1.5 billion
|
|
0.6250
|
%
|
Next $2.5 billion
|
|
0.6150
|
%
|
Next $5 billion
|
|
0.6050
|
%
|
Amount Over $10 billion
|
|
0.5950
|
%
|
47
Growth Opportunities HLS Fund
Average Daily Net Assets
|
|
Annual Rate
|
|
First $100 million
|
|
0.7000
|
%
|
Next $4.9 billion
|
|
0.6000
|
%
|
Next $5 billion
|
|
0.5975
|
%
|
Amount Over $10 billion
|
|
0.5950
|
%
|
SmallCap Growth HLS Fund
Average Daily Net Assets
|
|
Annual Rate
|
|
First $100 million
|
|
0.7000
|
%
|
Next $4.9 billion
|
|
0.6000
|
%
|
Next $5 billion
|
|
0.5800
|
%
|
Amount Over $10 billion
|
|
0.5700
|
%
|
Balanced HLS Fund
Average Daily Net Assets
|
|
Annual Rate
|
|
First $250 million
|
|
0.6800
|
%
|
Next $250 million
|
|
0.6550
|
%
|
Next $500 million
|
|
0.6450
|
%
|
Next $4 billion
|
|
0.5950
|
%
|
Next $5 billion
|
|
0.5925
|
%
|
Amount Over $10 billion
|
|
0.5900
|
%
|
Stock HLS Fund
Average Daily Net Assets
|
|
Annual Rate
|
|
First $250 million
|
|
0.5250
|
%
|
Next $250 million
|
|
0.5000
|
%
|
Next $500 million
|
|
0.4750
|
%
|
Next $4 billion
|
|
0.4500
|
%
|
Next $5 billion
|
|
0.4475
|
%
|
Amount Over $10 billion
|
|
0.4450
|
%
|
Total Return Bond HLS Fund
Average Daily Net Assets
|
|
Annual Rate
|
|
First $250 million
|
|
0.5250
|
%
|
Next $250 million
|
|
0.5000
|
%
|
Next $500 million
|
|
0.4750
|
%
|
Next $1.5 billion
|
|
0.4500
|
%
|
Next $2.5 billion
|
|
0.4450
|
%
|
Next $5 billion
|
|
0.4300
|
%
|
Amount Over $10 billion
|
|
0.4200
|
%
|
U.S. Government Securities HLS Fund
Average Daily Net Assets
|
|
Annual Rate
|
|
First $500 million
|
|
0.4500
|
%
|
Next $500 million
|
|
0.4450
|
%
|
Next $1.5 billion
|
|
0.4400
|
%
|
Next $2.5 billion
|
|
0.4350
|
%
|
Next $5 billion
|
|
0.4300
|
%
|
Amount Over $10 billion
|
|
0.4200
|
%
|
48
Money Market HLS Fund
Average Daily Net Assets
|
|
Annual Rate
|
|
First $5 billion
|
|
0.4000
|
%
|
Next $5 billion
|
|
0.3800
|
%
|
Amount Over $10 billion
|
|
0.3700
|
%
|
Index HLS Fund
Average Daily Net Assets
|
|
Annual Rate
|
|
First $2 billion
|
|
0.3000
|
%
|
Next $3 billion
|
|
0.2000
|
%
|
Next $5 billion
|
|
0.1800
|
%
|
Amount Over $10 billion
|
|
0.1700
|
%
|
ADVISORY FEE PAYMENT HISTORY
The following charts show, for each of the last three fiscal years, (i) the amount of advisory fees paid by each HLS Fund to HL Investment Advisors, LLC (HL Advisors), the HLS Funds investment manager through December 31, 2012; (ii) the aggregate amount of sub-advisory fees, if any, paid by HL Advisors, with respect to the applicable HLS Fund, to any sub-advisers with which HL Advisors is not affiliated (Unaffiliated Managers); and (iii) the aggregate amount of sub-advisory fees, if any, paid by HL Advisors, with respect to the applicable HLS Fund, to any sub-advisers with which HL Advisors is affiliated (Affiliated Managers). The fees paid to Unaffiliated and Affiliated Managers are shown both in dollars and as a percentage of the HLS Funds average daily net assets that they managed during the applicable period.
No advisory fees were paid to HFMC nor were any sub-advisory fees paid by HFMC for any of the past three fiscal years.
[
TO BE UPDATED]
Fund Name
|
|
Gross Fees
Payable to
HL Advisors
2012
|
|
HL Advisors
Advisory Fee
Waiver
2012
|
|
Net Fees Paid
to
HL Advisors
2012
|
|
Net
Aggregate
Subadvisory
Fees Paid to
Unaffiliated
Managers
2012
|
|
% Net
Aggregate
Subadvisory
Fees Paid to
Unaffiliated
Managers
2012
|
|
Net
Aggregate
Subadvisory
Fees Paid to
Affiliated
Managers
(at cost)
2012
|
|
% Net
Aggregate
Subadvisory
Fees Paid to
Affiliated
Managers
(at cost)
2012
|
|
Balanced HLS Fund
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital Appreciation HLS Fund
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Disciplined Equity HLS Fund
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividend and Growth HLS Fund
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Global Growth HLS Fund
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Global Research HLS Fund
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Growth HLS Fund
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Growth Opportunities HLS Fund
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Healthcare HLS Fund
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
High Yield HLS Fund
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Index HLS Fund
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
International Opportunities HLS Fund
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
MidCap HLS Fund
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
MidCap Value HLS Fund
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Money Market HLS Fund
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Small Company HLS Fund*
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SmallCap Growth HLS Fund*
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Small/Mid Cap Equity HLS Fund
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock HLS Fund
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Return Bond HLS Fund
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Government Securities HLS Fund
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Value HLS Fund
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
49
Fund Name
|
|
Gross Fees
Payable to
HL Advisors
2011
|
|
HL Advisors
Advisory Fee
Waiver
2011
|
|
Net Fees
Paid to
HL Advisors
2011
|
|
Net
Aggregate
Subadvisory
Fees Paid to
Unaffiliated
Managers
2011
|
|
% Net
Aggregate
Subadvisory
Fees Paid to
Unaffiliated
Managers
2011
|
|
Net
Aggregate
Subadvisory
Fees Paid to
Affiliated
Managers
(at cost)
2011
|
|
% Net
Aggregate
Subadvisory
Fees Paid to
Affiliated
Managers
(at cost)
2011
|
|
Balanced HLS Fund
|
|
$
|
22,990,614
|
|
$
|
|
|
$
|
22,990,614
|
|
$
|
4,618,260
|
|
0.12
|
%
|
$
|
|
|
|
|
Capital Appreciation HLS Fund
|
|
$
|
62,203,857
|
|
$
|
|
|
$
|
62,203,857
|
|
$
|
30,273,561
|
|
0.31
|
%
|
$
|
|
|
|
|
Disciplined Equity HLS Fund
|
|
$
|
7,626,661
|
|
$
|
|
|
$
|
7,626,661
|
|
$
|
1,984,362
|
|
0.18
|
%
|
$
|
|
|
|
|
Dividend and Growth HLS Fund
|
|
$
|
31,190,315
|
|
$
|
|
|
$
|
31,190,315
|
|
$
|
7,638,916
|
|
0.16
|
%
|
$
|
|
|
|
|
Global Growth HLS Fund
|
|
$
|
3,985,820
|
|
$
|
|
|
$
|
3,985,820
|
|
$
|
1,439,095
|
|
0.27
|
%
|
$
|
|
|
|
|
Global Research HLS Fund
|
|
$
|
856,145
|
|
$
|
|
|
$
|
856,145
|
|
$
|
428,074
|
|
0.45
|
%
|
$
|
|
|
|
|
Growth HLS Fund
|
|
$
|
3,051,116
|
|
$
|
|
|
$
|
3,051,116
|
|
$
|
1,100,374
|
|
0.28
|
%
|
$
|
|
|
|
|
Growth Opportunities HLS Fund
|
|
$
|
7,100,652
|
|
$
|
|
|
$
|
7,100,652
|
|
$
|
3,150,302
|
|
0.27
|
%
|
$
|
|
|
|
|
Healthcare HLS Fund
|
|
$
|
1,676,549
|
|
$
|
|
|
$
|
1,676,549
|
|
$
|
790,543
|
|
0.40
|
%
|
$
|
|
|
|
|
High Yield HLS Fund
|
|
$
|
5,207,501
|
|
$
|
|
|
$
|
5,207,501
|
|
$
|
|
|
|
|
$
|
2,758,000
|
|
0.37
|
%
|
Index HLS Fund
|
|
$
|
2,920,370
|
|
$
|
|
|
$
|
2,920,370
|
|
$
|
|
|
|
|
$
|
1,748,000
|
|
0.18
|
%
|
International Opportunities HLS Fund
|
|
$
|
12,339,875
|
|
$
|
|
|
$
|
12,339,875
|
|
$
|
4,043,781
|
|
0.22
|
%
|
$
|
|
|
|
|
MidCap HLS Fund
|
|
$
|
11,384,095
|
|
$
|
|
|
$
|
11,384,095
|
|
$
|
4,328,626
|
|
0.26
|
%
|
$
|
|
|
|
|
MidCap Value HLS Fund
|
|
$
|
4,339,391
|
|
$
|
|
|
$
|
4,339,391
|
|
$
|
1,484,111
|
|
0.27
|
%
|
$
|
|
|
|
|
Money Market HLS Fund
|
|
$
|
9,846,675
|
|
$
|
6,316,104
|
|
$
|
3,530,571
|
|
$
|
|
|
|
|
$
|
1,373,000
|
|
0.06
|
%
|
Small Company HLS Fund
|
|
$
|
9,524,613
|
|
$
|
|
|
$
|
9,524,613
|
|
$
|
4,678,308
|
|
0.33
|
%
|
$
|
|
|
|
|
SmallCap Growth HLS Fund
|
|
$
|
3,703,116
|
|
$
|
|
|
$
|
3,703,116
|
|
$
|
1,695,042
|
|
0.28
|
%
|
$
|
|
|
|
|
Small/Mid Cap Equity HLS Fund
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock HLS Fund
|
|
$
|
9,718,346
|
|
$
|
|
|
$
|
9,718,346
|
|
$
|
3,456,126
|
|
0.17
|
%
|
$
|
|
|
|
|
Total Return Bond HLS Fund
|
|
$
|
21,109,674
|
|
$
|
|
|
$
|
21,109,674
|
|
$
|
|
|
|
|
$
|
3,381,000
|
|
0.07
|
%
|
U.S. Government Securities HLS Fund
|
|
$
|
5,363,470
|
|
$
|
|
|
$
|
5,363,470
|
|
$
|
|
|
|
|
$
|
598,000
|
|
0.05
|
%
|
Value HLS Fund
|
|
$
|
5,738,226
|
|
$
|
|
|
$
|
5,738,226
|
|
$
|
1,826,606
|
|
0.23
|
%
|
$
|
|
|
|
|
Fund Name
|
|
Gross Fees
Payable to
HL Advisors
2010
|
|
HL Advisors
Advisory Fee
Waiver
2010
|
|
Net Fees
Paid to
HL Advisors
2010
|
|
Net
Aggregate
Subadvisory
Fees Paid to
Unaffiliated
Managers
2010
|
|
% Net
Aggregate
Subadvisory
Fees Paid to
Unaffiliated
Managers
2010
|
|
Net
Aggregate
Subadvisory
Fees Paid to
Affiliated
Managers
(at cost)
2010
|
|
% Net
Aggregate
Subadvisory
Fees Paid to
Affiliated
Managers
(at cost)
2010
|
|
Balanced HLS Fund
|
|
$
|
23,699,155
|
|
$
|
|
|
$
|
23,699,155
|
|
$
|
5,030,832
|
|
0.12
|
%
|
$
|
|
|
|
|
Capital Appreciation HLS Fund
|
|
$
|
58,401,202
|
|
$
|
|
|
$
|
58,401,202
|
|
$
|
30,000,874
|
|
0.31
|
%
|
$
|
|
|
|
|
Disciplined Equity HLS Fund
|
|
$
|
7,546,451
|
|
$
|
|
|
$
|
7,546,451
|
|
$
|
2,053,001
|
|
0.18
|
%
|
$
|
|
|
|
|
Dividend and Growth HLS Fund
|
|
$
|
30,119,463
|
|
$
|
|
|
$
|
30,119,463
|
|
$
|
7,770,188
|
|
0.16
|
%
|
$
|
|
|
|
|
Global Growth HLS Fund
|
|
$
|
4,027,660
|
|
$
|
|
|
$
|
4,027,660
|
|
$
|
1,513,909
|
|
0.27
|
%
|
$
|
|
|
|
|
Global Research HLS Fund
|
|
$
|
865,478
|
|
$
|
34,391
|
|
$
|
831,087
|
|
$
|
449,326
|
|
0.45
|
%
|
$
|
|
|
|
|
Growth HLS Fund
|
|
$
|
2,830,354
|
|
$
|
|
|
$
|
2,830,354
|
|
$
|
1,053,415
|
|
0.28
|
%
|
$
|
|
|
|
|
Growth Opportunities HLS Fund
|
|
$
|
6,986,763
|
|
$
|
|
|
$
|
6,986,763
|
|
$
|
3,099,052
|
|
0.27
|
%
|
$
|
|
|
|
|
Healthcare HLS Fund
|
|
$
|
1,645,323
|
|
$
|
|
|
$
|
1,645,323
|
|
$
|
806,578
|
|
0.40
|
%
|
$
|
|
|
|
|
High Yield HLS Fund
|
|
$
|
4,895,346
|
|
$
|
|
|
$
|
4,895,346
|
|
$
|
|
|
|
|
$
|
824,672
|
|
0.11
|
%
|
Index HLS Fund
|
|
$
|
2,573,013
|
|
$
|
|
|
$
|
2,573,013
|
|
$
|
|
|
|
|
$
|
1,910,791
|
|
0.20
|
%
|
International Opportunities HLS Fund
|
|
$
|
11,532,342
|
|
$
|
|
|
$
|
11,532,342
|
|
$
|
3,932,598
|
|
0.22
|
%
|
$
|
|
|
|
|
MidCap HLS Fund
|
|
$
|
11,043,475
|
|
$
|
|
|
$
|
11,043,475
|
|
$
|
4,206,194
|
|
0.25
|
%
|
$
|
|
|
|
|
MidCap Value HLS Fund
|
|
$
|
3,993,713
|
|
$
|
|
|
$
|
3,993,713
|
|
$
|
1,422,011
|
|
0.27
|
%
|
$
|
|
|
|
|
Money Market HLS Fund
|
|
$
|
10,612,255
|
|
$
|
5,609,701
|
|
$
|
5,002,554
|
|
$
|
|
|
|
|
$
|
2,158,278
|
|
0.07
|
%
|
Small Company HLS Fund*
|
|
$
|
8,210,063
|
|
$
|
|
|
$
|
8,210,063
|
|
$
|
3,277,069
|
|
0.26
|
%
|
$
|
724,188
|
|
0.06
|
%
|
SmallCap Growth HLS Fund*
|
|
$
|
3,388,319
|
|
$
|
|
|
$
|
3,388,319
|
|
$
|
1,468,640
|
|
0.27
|
%
|
$
|
193,977
|
|
0.04
|
%
|
Small/Mid Cap Equity HLS Fund
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock HLS Fund
|
|
$
|
9,698,146
|
|
$
|
|
|
$
|
9,698,146
|
|
$
|
3,700,269
|
|
0.17
|
%
|
$
|
|
|
|
|
Total Return Bond HLS Fund
|
|
$
|
20,763,143
|
|
$
|
|
|
$
|
20,763,143
|
|
$
|
|
|
|
|
$
|
5,388,238
|
|
0.11
|
%
|
U.S. Government Securities HLS Fund
|
|
$
|
6,265,480
|
|
$
|
|
|
$
|
6,265,480
|
|
$
|
|
|
|
|
$
|
985,980
|
|
0.07
|
%
|
Value HLS Fund
|
|
$
|
5,338,024
|
|
$
|
|
|
$
|
5,338,024
|
|
$
|
1,723,020
|
|
0.23
|
%
|
$
|
|
|
|
|
50
*
As of July 21, 2010, Hartford Investment Management no longer serves as a sub-adviser to the Fund.
Pursuant to the investment management agreements and investment sub-advisory agreements, neither HFMC nor the sub-advisers are liable to the HLS Funds or their shareholders for an error of judgment or mistake of law or for a loss suffered by the HLS Funds in connection with the matters to which their respective agreements relate, except a loss resulting from willful misfeasance, bad faith or gross negligence (willful misfeasance, bad faith or negligence in the case of HLS Funds for which Hartford Investment Management serves as sub-adviser) on the part of HFMC, or a sub-adviser in the performance of their duties or from their reckless disregard of the obligations and duties under the applicable agreement. Each sub-adviser has agreed to indemnify HFMC to the fullest extent permitted by law against any and all loss, damage, judgment, fine, or award paid in settlement and attorneys fees incurred by HFMC, which result in whole or in part from the sub-advisers willful misfeasance, bad faith, gross negligence (negligence in the case of Hartford Investment Management) or reckless disregard of its obligations and duties as specifically set forth in the respective sub-advisory agreement.
HFMC, whose principal business address is at 100 Matsonford Rd,Radnor, Pennsylvania, 19087, was organized in 2012. As of December 31, 2012, HFMC had approximately $91.4 billion in assets under management.
Hartford Investment Management is located at 55 Farmington Avenue, Hartford, Connecticut 06105, was organized in 1996 and is a wholly owned subsidiary of The Hartford. Hartford Investment Management is a professional money management firm that provides services to investment companies, employee benefit plans, its affiliated insurance companies and other institutional accounts. As of December 31, 2012, Hartford Investment Management had investment management authority over approximately $144.1 billion in assets.
Wellington Management is a Massachusetts limited liability partnership with principal offices at 280 Congress Street, Boston, Massachusetts 02210. Wellington Management is a professional investment counseling firm which provides investment 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 70 years. As of December 31, 2012, Wellington Management had investment management authority with respect to approximately $758 billion in assets.
HFMC, and its affiliates, may make payments from time to time from their own resources, which may include the management fees paid by the HLS Funds, to compensate broker dealers, financial institutions, and other persons for providing distribution assistance and administrative services and to otherwise indirectly promote the sale of shares of the HLS Funds by promoting the sale of variable contracts including paying for the preparation, printing and distribution of prospectuses and sales literature or other promotional activities.
PORTFOLIO MANAGERS
Other Accounts Managed by Hartford Investment Managements Portfolio Managers
The following table lists the number and types of other accounts managed by the Hartford Investment Management portfolio managers and assets under management in those accounts as of December 31, 2012: [
TO BE UPDATED]
PORTFOLIO
MANAGER
|
|
REGISTERED
INVESTMENT
COMPANY
ACCOUNTS
|
|
ASSETS
MANAGED (in
millions)
|
|
POOLED
ACCOUNTS
|
|
ASSETS
MANAGED
(in millions)
|
|
OTHER
ACCOUNTS
|
|
ASSETS
MANAGED
(in millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Robert Crusha
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shannon Carbray
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deane Gyllenhaal
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Conflicts of Interest between the HLS Funds Sub-advised by Hartford Investment Managements Portfolio Managers and Other Accounts
In managing other portfolios (including affiliated accounts), certain potential conflicts of interest may arise. Portfolio managers, including assistant portfolio managers, at Hartford Investment Management manage multiple portfolios for multiple clients. These accounts may include mutual funds, separate accounts (assets managed on behalf of institutions such as pension funds, insurance companies, foundations), commingled trust accounts and other types of funds. The portfolios managed by portfolio managers may have investment objectives, strategies and risk profiles that differ from those of the HLS Funds. Portfolio managers make investment decisions for each portfolio, including the HLS Funds, based on the investment objectives, policies,
51
practices and other relevant investment considerations applicable to that portfolio. Consequently, the portfolio managers may purchase securities for one portfolio and not another portfolio. Securities purchased in one portfolio may perform better than the securities purchased for another portfolio, and vice versa. A portfolio manager or other investment professional at Hartford Investment Management may place transactions on behalf of other accounts that are directly or indirectly contrary to investment decisions made on behalf of an HLS Fund, or make investment decisions that are similar to those made for an HLS Fund, both of which have the potential to adversely impact that HLS Fund depending on market conditions. In addition, some of these portfolios have fee structures that are or have the potential to be higher, in some cases significantly higher, than the fees paid by the HLS Funds to Hartford Investment Management. Because a portfolio managers compensation is affected by revenues earned by Hartford Investment Management, the incentives associated with any given HLS Fund may be significantly higher or lower than those associated with other accounts managed by a given portfolio manager.
Hartford Investment Managements goal is to provide high quality investment services to all of its clients, while meeting its fiduciary obligation to treat all clients fairly. Hartford Investment Management has adopted and implemented policies and procedures, including brokerage and trade allocation policies and procedures, that it believes address the conflicts associated with managing multiple accounts for multiple clients. In addition, Hartford Investment Management monitors a variety of areas, including compliance with HLS Funds primary guidelines, the allocation of securities, and compliance with Hartford Investment Managements Code of Ethics. Furthermore, senior investment and business personnel at Hartford Investment Management periodically review the performance of Hartford Investment Managements portfolio managers. Although Hartford Investment Management does not track the time a portfolio manager spends on a single portfolio, Hartford Investment Management does periodically assess whether a portfolio manager has adequate time and resources to effectively manage the portfolio managers overall book of business.
Material conflicts of interest may arise when allocating and/or aggregating trades. Hartford Investment Management may aggregate into a single trade order several individual contemporaneous client trade orders for a single security, absent specific client directions to the contrary. It is the policy of Hartford Investment Management that when a decision is made to aggregate transactions on behalf of more than one account (including the HLS Funds or other accounts over which it has discretionary authority), such transactions will be allocated to all participating client accounts in a fair and equitable manner in accordance with Hartford Investment Managements trade allocation policy. The trade allocation policy is described in Hartford Investment Managements Form ADV. Hartford Investment Managements compliance unit monitors block transactions to assure adherence to the trade allocation policy.
Compensation of Hartford Investment Managements Portfolio Managers
Hartford Investment Managements portfolio managers are generally responsible for multiple accounts with similar investment strategies. Portfolio managers are compensated on the performance of the aggregate group of similar accounts rather than for a specific HLS Fund.
The compensation package for portfolio managers consists of three components, which are fixed base pay, annual incentive and long-term incentive. The base pay program provides a level of base pay that is competitive with the marketplace and reflects a portfolio managers contribution to Hartford Investment Managements success.
The annual incentive plan provides cash bonuses dependent on both Hartford Investment Managements overall performance and individual contributions. A portion of the bonus pool is determined based on the aggregate portfolio gross performance results over three years relative to peer groups and benchmarks, and the remaining portion is based on a variety of other factors, such as overall achievements relative to targets.
Bonuses for portfolio managers vary depending on the scope of accountability and experience level of the individual portfolio manager. An individuals award is based upon qualitative and quantitative factors including the relative performance of their assigned portfolios compared to a peer group and benchmark. A listing of each HLS Fund and the benchmark by which such HLS Fund is measured can be found below and is primarily geared to reward top quartile performance on a trailing three-year basis. Individual performance is dollar weighted (based on assets under management). Qualitative factors such as leadership, teamwork and overall contribution made during the year are also considered.
The long-term incentive plan provides an opportunity for portfolio managers and other key contributors to Hartford Investment Management to be rewarded in the future based on the performance of Hartford Investment Management. A designated portion of Hartford Investment Managements net operating income will be allocated to long-term incentive awards each year. The size of actual individual awards will vary greatly. The awards granted in 2008 and prior years will vest over three years for most participants and five years for Hartford Investment Managements Managing Directors and will be paid in cash at the end of the vesting period. The awards granted in 2009 and following years will vest over three years for all participants and will be paid in a combination of cash and restricted units whose value tracks the market price of shares of The Hartford Financial Services Group, Inc. at the end of the vesting period.
All portfolio managers are eligible to participate in The Hartfords standard employee health and welfare programs, including retirement.
The benchmark by which each HLS Funds performance is measured for compensation purposes is as follows:
52
HLS Fund
|
|
Benchmark
|
|
|
|
Index HLS Fund
|
|
S&P 500 Index
|
|
|
|
Money Market HLS Fund
|
|
90 day Treasury Bill Index
|
Equity Securities Beneficially Owned by Hartford Investment Managements Portfolio Managers
The dollar ranges of equity securities beneficially owned by Hartford Investment Management portfolio managers in the HLS Funds they sub-advise are as follows as of December 31, 2012:
[TO BE UPDATED]
Portfolio Manager
|
|
HLS Fund(s) Sub-Advised/Managed
|
|
Dollar Range of Equity Securities
Beneficially Owned
|
|
|
|
|
|
Robert Crusha
|
|
Money Market HLS Fund
|
|
|
|
|
|
|
|
Shannon Carbray
|
|
Money Market HLS Fund
|
|
|
|
|
|
|
|
Deane Gyllenhaal
|
|
Index HLS Fund
|
|
|
53
Other Accounts Managed by Wellington Managements Portfolio Managers
The following table lists the number and types of other accounts sub-advised by the Wellington Management portfolio managers and assets under management in those accounts as of December 31, 2012:[
TO BE UPDATED]
PORTFOLIO MANAGER
|
|
REGISTERED
INVESTMENT
COMPANY
ACCOUNTS
|
|
ASSETS
MANAGED
(in
millions)
|
|
POOLED
ACCOUNTS
|
|
ASSETS
MANAGED
(in millions)
|
|
OTHER
ACCOUNTS
|
|
ASSETS
MANAGED
(in millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mario E. Abularach
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Steven C. Angeli
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Matthew G. Baker
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Francis J. Boggan
|
|
|
|
|
|
|
|
|
|
|
|
|
|
John A. Boselli
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Edward P. Bousa
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Michael T. Carmen
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Mammen Chally
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Nicolas M. Choumenkovitch
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Robert L. Deresiewicz
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Cheryl M. Duckworth
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David J. Elliott
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Ann C. Gallo
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Michael F. Garrett
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Campe Goodman
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Karen H. Grimes
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Peter I. Higgins
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Lucius T. Hill III
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Matthew D. Hudson
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Jean M. Hynes
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Christopher A. Jones
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John C. Keogh
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Donald J. Kilbride
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Ian R. Link
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Mark D. Mandel
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Paul E. Marrkand
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Joseph F. Marvan
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Kirk J. Mayer
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James N. Mordy
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Stephen Mortimer
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David W. Palmer
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Saul J. Pannell
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W. Michael Reckmeyer, III
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Jamie A. Rome
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Philip W. Ruedi
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Andrew J. Shilling
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Kent M. Stahl
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Tara Connolly Stilwell
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Mark A. Whitaker
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54
Conflicts of Interest between the HLS Funds Sub-advised by Wellington Managements Portfolio Managers and Other Accounts
Individual investment professionals at Wellington Management manage multiple accounts for multiple clients. These accounts may include mutual funds, separate accounts (assets managed on behalf of institutions such as pension funds, insurance companies, foundations, or separately managed account programs sponsored by financial intermediaries), bank common trust accounts, and hedge funds. Each HLS Funds managers listed in the prospectuses who are primarily responsible for the day-to-day management of the HLS Fund (Investment Professionals) generally manage accounts in several different investment styles. These accounts may have investment objectives, strategies, time horizons, tax considerations and risk profiles that differ from those of the HLS Funds. The Investment Professionals make investment decisions for each account, including the relevant HLS Fund, based on the investment objectives, policies, practices, benchmarks, cash flows, tax and other relevant investment considerations applicable to that account. Consequently, the Investment Professionals may purchase or sell securities, including IPOs, for one account and not another account, and the performance of securities purchased for one account may vary from the performance of securities purchased for other accounts. Alternatively, these accounts may be managed in a similar fashion to the relevant HLS Fund and thus the accounts may have similar, and in some cases nearly identical, objectives, strategies and/or holdings to that of the relevant HLS Fund.
An Investment Professional or other investment professionals at Wellington Management may place transactions on behalf of other accounts that are directly or indirectly contrary to investment decisions made on behalf of the relevant HLS Fund, or make investment decisions that are similar to those made for the relevant HLS Fund, both of which have the potential to adversely impact the relevant HLS Fund depending on market conditions. For example, an Investment Professional may purchase a security in one account while appropriately selling that same security in another account. Similarly, an Investment Professional may purchase the same security for the relevant HLS Fund and one or more other accounts at or about the same time. In those instances the other accounts will have access to their respective holdings prior to the public disclosure of the relevant HLS Funds holdings. In addition, some of these accounts have fee structures, including performance fees, which are or have the potential to be higher, in some cases significantly higher, than the fees Wellington Management receives for managing the HLS Funds. Messrs. Angeli, Carmen, Deresiewicz and Mayer and Ms. Gallo and Ms. Hynes also manage accounts which pay performance allocations to Wellington Management or its affiliates. Because incentive payments paid by Wellington Management to the Investment Professionals are tied to revenues earned by Wellington Management and, where noted, to the performance achieved by the manager in each account, the incentives associated with any given account may be significantly higher or lower than those associated with other accounts managed by a given Investment Professional. Finally, the Investment Professionals may hold shares or investments in the other pooled investment vehicles and/or other accounts identified above.
Wellington Managements goal is to meet its fiduciary obligation to treat all clients fairly and provide high quality investment services to all of its clients. Wellington Management has adopted and implemented policies and procedures, including brokerage and trade allocation policies and procedures, which it believes address the conflicts associated with managing multiple accounts for multiple clients. In addition, Wellington Management monitors a variety of areas, including compliance with primary account guidelines, the allocation of IPOs, and compliance with the firms Code of Ethics, and places additional investment restrictions on investment professionals who manage hedge funds and certain other accounts. Furthermore, senior investment and business personnel at Wellington Management periodically review the performance of Wellington Managements investment professionals. Although Wellington Management does not track the time an investment professional spends on a single account, Wellington Management does periodically assess whether an investment professional has adequate time and resources to effectively manage the investment professionals various client mandates.
Compensation of Wellington Managements Portfolio Managers
Wellington Management receives a fee based on the assets under management of each HLS Fund as set forth in the Investment Sub-Advisory Agreements between Wellington Management and HFMC on behalf of each HLS Fund. Wellington Management pays its investment professionals out of its total revenues, including the advisory fees earned with respect to each HLS Fund. The following information relates to the fiscal year ended December 31, 2012.
Wellington Managements compensation structure is designed to attract and retain high-caliber investment professionals necessary to deliver high quality investment management services to its clients. Wellington Managements compensation of each HLS Funds managers listed in the prospectuses who are primarily responsible for the day-to-day management of the Funds (Investment Professionals) includes a base salary and incentive components. The base salary for each Investment Professional who is a partner of Wellington Management is generally a fixed amount that is determined by the Managing Partners of the firm. The base salaries for the other Investment Professionals are determined by the Investment Professionals experience and performance in their roles as Investment Professionals. Base salaries for Wellington Managements employees are reviewed annually and may be adjusted based on the recommendation of an Investment Professionals manager, using guidelines established by Wellington Managements Compensation Committee, which has final oversight responsibility for base salaries of employees of the firm. Each Investment Professional managing a Hartford HLS Fund, with the exception of Cheryl Duckworth, Mark Mandel and Kent Stahl, is eligible to receive an incentive payment based on the revenues earned by Wellington Management from
55
the relevant HLS Fund managed by the Investment Professional and generally each other account managed by such Investment Professional.
Each eligible Investment Professionals incentive payment relating to the relevant HLS Fund is linked to the gross pre-tax performance of the portion of the HLS Fund managed by the Investment Professional compared to the benchmark index and/or peer group identified below over one and three year periods, with an emphasis on three year results. In 2012, Wellington Management began placing increased emphasis on long-term performance and is phasing in a five-year performance comparison period. Wellington Management applies similar incentive compensation structures (although the benchmarks or peer groups, time periods and rates may differ) to other accounts managed by these Investment Professionals, including accounts with performance fees.
Portfolio-based incentives across all accounts managed by an investment professional can, and typically do, represent a significant portion of an investment professionals overall compensation; incentive compensation varies significantly by individual and can vary significantly from year to year. The Investment Professionals may also be eligible for bonus payments based on their overall contribution to Wellington Managements business operations. Senior management at Wellington Management may reward individuals as it deems appropriate based on other factors. Each partner of Wellington Management is eligible to participate in a partner-funded tax qualified retirement plan, the contributions to which are made pursuant to an actuarial formula. The following individuals are partners of the firm:
Mario E. Abularach
|
|
Donald J. Kilbride
|
Steven C. Angeli
|
|
Ian R. Link
|
Matthew G. Baker
|
|
|
Francis J. Boggan
|
|
Mark D. Mandel
|
John A. Boselli
|
|
|
Edward P. Bousa
|
|
Paul E. Marrkand
|
Michael T. Carmen
|
|
Joseph F. Marvan
|
Nicolas M. Choumenkovitch
|
|
Kirk J. Mayer
|
Robert L. Deresiewicz
|
|
James N. Mordy
|
Cheryl M. Duckworth
|
|
Stephen Mortimer
|
Ann C. Gallo
|
|
David W. Palmer
|
Michael F. Garrett
|
|
Saul J. Pannell
|
Karen H. Grimes
|
|
W. Michael Reckmeyer, III
|
Peter I. Higgins
|
|
Jamie A. Rome
|
Lucius T. Hill, III
|
|
Philip W. Ruedi
|
Jean M. Hynes
|
|
Andrew J. Shilling
|
Christopher A. Jones
|
|
Kent M. Stahl
|
John C. Keogh
|
|
|
Wellington Managements incentive payments to the following Investment Professionals are based on comparisons of each Investment Professionals performance relative to the following benchmark and/or relevant peer group which are used to measure both one and three year performance, except where noted:
[TO BE UPDATED]
HLS Fund
|
|
Benchmark(s) / Peer Groups for Incentive Period(1)
|
Balanced HLS Fund
|
|
S&P 500 Index (Grimes)
|
|
|
Lipper Large Cap Core (Gross) Average (Grimes)
Barclays US Government/Credit (Keogh)
|
Capital Appreciation HLS Fund(2)
|
|
Russell 3000 Value (Palmer)
Russell 3000 (Boggan, Higgins, Pannell)
MSCI All Country World Index (Choumenkovitch)
Russell 1000 Index (Kilbride)
MSCI World Growth Index (Marrkand)
Russell 3000 Growth (Mortimer)
Lipper Multi-Cap Core (Gross) Average (All, except Stahl)
|
Disciplined Equity HLS Fund
|
|
S&P 500 Index
|
Dividend and Growth HLS Fund
|
|
S&P 500 Index
|
|
|
Lipper Equity Income (Gross) Average
|
Global Growth HLS Fund
|
|
MSCI World Growth Index
|
|
|
Lipper Global Large Cap Growth (Gross) Average
|
Global Research HLS Fund(3)
|
|
MSCI All Country World
Lipper Global Multi Cap Core (Gross) Average
|
Growth HLS Fund
|
|
Russell 1000 Growth Index
|
|
|
Lipper Large Cap Growth Average
|
Growth Opportunities HLS Fund
|
|
Russell 3000 Growth Index
|
56
HLS Fund
|
|
Benchmark(s) / Peer Groups for Incentive Period(1)
|
|
|
Lipper Multi Cap Growth (Gross) Average
|
Healthcare HLS Fund
|
|
S&P North American Health Care Sector Index
|
|
|
Lipper Health & Biotechnology (Gross) Average
|
High Yield HLS Fund
|
|
Barclays US Corporate High Yield Bond Index
|
|
|
Lipper High Current Yield
|
International Opportunities HLS Fund
|
|
MSCI AC World ex USA Index
|
|
|
Lipper International Large Cap Core (Gross) Average
|
MidCap HLS Fund
|
|
S&P MidCap 400 Index
|
|
|
Lipper Mid Cap Core (Gross) Average
|
MidCap Value HLS Fund
|
|
Russell 2500 Value Index
|
|
|
Lipper Mid Cap Value (Gross) Average
|
Small Company HLS Fund
|
|
Russell 2000 Growth Index (Angeli, Mortimer, Abularach, Chally)
Russell 2000 Index (Rome)
|
|
|
Lipper Small Cap Growth (Gross) Average (All, except Chally and Rome)
|
SmallCap Growth HLS Fund
|
|
Russell 2000 Growth Index
|
Small/Mid Cap Equity HLS Fund
|
|
|
Stock HLS Fund
|
|
Russell 1000 Index
|
|
|
Lipper Large Cap Core (Gross) Average
|
Total Return Bond HLS Fund
|
|
Barclays US Aggregate Bond Index
|
|
|
Lipper Intermediate Investment Grade
|
U.S. Government Securities HLS Fund
|
|
Barclays Intermediate Government Bond Index
|
|
|
Lipper Variable Products (VP) General U.S. Government Funds (Gross) Average
|
Value HLS Fund
|
|
Russell 1000 Value Index
|
|
|
Lipper Large Cap Value (Gross) Average
|
(1)
For HLS Funds with multiple benchmarks/peer groups, allocations are weighted equally, unless otherwise noted.
(2)
Prior to July 1, 2011, the benchmark for Mr. Choumenkovitch was the MSCI World Index and prior to April 1, 2011, the benchmark for Mr. Marrkand was the Russell 1000 Growth Index. The benchmark/peer groups are weighted 90%/10%, respectively.
(3)
The benchmark/peer groups are weighted 90%/10%, respectively.
Equity Securities Beneficially Owned by Wellington Managements Portfolio Managers
The dollar ranges of equity securities beneficially owned by Wellington Management portfolio managers in the HLS Funds they sub-advise are as follows as of December 31, 2012:
[TO BE UPDATED]
Portfolio Manager
|
|
HLS Fund(s) Sub-advised
|
|
Dollar Range of Equity Securities
Beneficially Owned
|
Mario E. Abularach
|
|
Growth Opportunities HLS Fund
Small Company HLS Fund
|
|
|
|
|
|
|
|
Steven C. Angeli
|
|
Small Company HLS Fund
|
|
|
|
|
|
|
|
Matthew G. Baker
|
|
Dividend and Growth HLS Fund
|
|
|
|
|
|
|
|
Francis J. Boggan
|
|
Capital Appreciation HLS Fund
|
|
|
|
|
|
|
|
John A. Boselli
|
|
Global Growth HLS Fund
|
|
|
|
|
|
|
|
Edward P. Bousa
|
|
Dividend and Growth HLS Fund
|
|
|
|
|
|
|
|
Michael T. Carmen
|
|
Growth Opportunities HLS Fund
|
|
|
|
|
|
|
|
Mammen Chally
|
|
Disciplined Equity HLS Fund
Small Company HLS Fund
SmallCap Growth HLS Fund
|
|
|
57
Portfolio Manager
|
|
HLS Fund(s) Sub-advised
|
|
Dollar Range of Equity Securities
Beneficially Owned
|
Nicolas M. Choumenkovitch
|
|
Capital Appreciation HLS Fund
International Opportunities HLS Fund
|
|
|
|
|
|
|
|
Robert L. Deresiewicz
|
|
Healthcare HLS Fund
|
|
|
|
|
|
|
|
Cheryl M. Duckworth
|
|
Global Research HLS Fund
|
|
|
|
|
|
|
|
David J. Elliott
|
|
SmallCap Growth HLS Fund
Small/Mid Cap Equity HLS Fund
|
|
|
|
|
|
|
|
Ann C. Gallo
|
|
Healthcare HLS Fund
|
|
|
|
|
|
|
|
Michael F. Garrett
|
|
U.S. Government Securities HLS Fund
|
|
|
|
|
|
|
|
Campe Goodman
|
|
Total Return Bond HLS Fund
|
|
|
|
|
|
|
|
Karen H. Grimes
|
|
Balanced HLS Fund
Value HLS Fund
|
|
|
|
|
|
|
|
Peter I. Higgins
|
|
Capital Appreciation HLS Fund
|
|
|
|
|
|
|
|
Lucius T. Hill
|
|
Total Return Bond HLS Fund
|
|
|
|
|
|
|
|
Matthew D. Hudson
|
|
Global Growth HLS Fund
|
|
|
|
|
|
|
|
Jean M. Hynes
|
|
Healthcare HLS Fund
|
|
|
|
|
|
|
|
Christopher A. Jones
|
|
High Yield HLS Fund
|
|
|
|
|
|
|
|
John C. Keogh
|
|
Balanced HLS Fund
|
|
|
|
|
|
|
|
Donald J. Kilbride
|
|
Capital Appreciation HLS Fund
Dividend and Growth HLS Fund
Stock HLS Fund
|
|
|
|
|
|
|
|
Ian R. Link
|
|
Value HLS Fund
|
|
|
|
|
|
|
|
Mark D. Mandel
|
|
Global Research HLS Fund
|
|
|
|
|
|
|
|
Paul E. Marrkand
|
|
Capital Appreciation HLS Fund
|
|
|
|
|
|
|
|
Joseph F. Marvan
|
|
High Yield HLS Fund
|
|
|
|
|
|
|
|
Kirk J. Mayer
|
|
Healthcare HLS Fund
|
|
|
|
|
|
|
|
James N. Mordy
|
|
MidCap Value HLS Fund
|
|
|
|
|
|
|
|
Stephen Mortimer
|
|
Capital Appreciation HLS Fund
Growth Opportunities HLS Fund
Small Company HLS Fund
|
|
|
|
|
|
|
|
David W. Palmer
|
|
Capital Appreciation HLS Fund
|
|
|
|
|
|
|
|
Saul J. Pannell
|
|
Capital Appreciation HLS Fund
|
|
|
|
|
|
|
|
W. Michael Reckmeyer, III
|
|
Value HLS Fund
|
|
|
|
|
|
|
|
Philip W. Ruedi
|
|
MidCap HLS Fund
|
|
|
|
|
|
|
|
Jamie A. Rome
|
|
Small Company HLS Fund
|
|
|
|
|
|
|
|
Andrew J. Shilling
|
|
Growth HLS Fund
|
|
|
|
|
|
|
|
Kent M. Stahl
|
|
Capital Appreciation HLS Fund
|
|
|
58
Portfolio Manager
|
|
HLS Fund(s) Sub-advised
|
|
Dollar Range of Equity Securities
Beneficially Owned
|
|
|
|
|
|
Tara Connolly Stilwell
|
|
International Opportunities HLS Fund
|
|
|
|
|
|
|
|
Mark A. Whitaker
|
|
MidCap HLS Fund
|
|
|
PORTFOLIO TRANSACTIONS AND BROKERAGE
The Companies have no obligation to deal with any dealer or group of dealers in the execution of transactions in portfolio securities. Subject to any policy established by each Companys Board of Directors and HFMC, the sub-advisers, as applicable, are primarily responsible for the investment decisions of each applicable HLS Fund and the placing of its portfolio transactions. In placing brokerage orders, it is the policy of each HLS Fund to obtain the most favorable net results, taking into account various factors, including price, dealer spread or commission, if any, size of the transaction and difficulty of execution. While the sub-advisers generally seek reasonably competitive spreads or commissions, the HLS Funds do not necessarily pay the lowest possible spread or commission. HFMC may instruct the sub-advisers to direct certain brokerage transactions, using best efforts, subject to obtaining best execution, to broker/dealers in connection with a commission recapture program used to defray fund expenses for the HLS Funds.
The sub-advisers generally deal directly with the dealers who make a market in the securities involved (unless better prices and execution are available elsewhere) if the securities are traded primarily in the over-the-counter market. Such dealers usually act as principals for their own account. On occasion, securities may be purchased directly from the issuer. In addition, the sub-advisers may effect certain riskless principal transactions through certain dealers in the over-the-counter market under which commissions are paid on such transactions. Bonds and money market securities are generally traded on a net basis and do not normally involve either brokerage commissions or transfer taxes. Portfolio securities in Money Market HLS Fund normally are purchased directly from, or sold directly to, the issuer, an underwriter or market maker for the securities. There usually are no brokerage commissions paid by Money Market HLS Fund for such purchases or sales.
While the sub-advisers seek to obtain the most favorable net results in effecting transactions in an HLS Funds portfolio securities, broker-dealers who provide investment research to the sub-advisers may receive orders for transactions from the sub-advisers. Such research services ordinarily consist of assessments and analyses of or affecting the business or prospects of a company, industry, economic sector or financial market. To the extent consistent with Section 28(e) of the 1934 Act, a sub-adviser may cause an HLS Fund to pay a broker-dealer that provides brokerage and research services (as defined in the 1934 Act) to the sub-adviser an amount in respect of securities transactions for the HLS Fund in excess of the amount that another broker-dealer would have charged in respect of that transaction. Information so received is in addition to and not in lieu of the services required that the sub-adviser must perform under the applicable investment sub-advisory agreement. In circumstances where two or more broker-dealers are equally capable of providing best execution, each sub-adviser may, but is under no obligation to, choose the broker-dealer that provides superior research or analysis as determined by the sub-adviser in its sole discretion. The management fee paid by an HLS Fund is not reduced because the sub-advisers, or their affiliates, receive these services even though they might otherwise be required to purchase some of these services for cash. Some of these services are of value to the sub-advisers, or their affiliates, in advising various of their clients (including the HLS Funds), although not all of these services are necessarily useful and of value in managing the HLS Funds.
To the extent that accounts managed by a sub-adviser are simultaneously engaged in the purchase of the same security as an HLS Fund then, as authorized by the applicable Companys Board of Directors, available securities may be allocated to the HLS Fund and another client account and may be averaged as to price in a manner determined by the sub-adviser to be fair and equitable. Such allocation and pricing may affect the amount of brokerage commissions paid by each HLS Fund. In some cases, this system might adversely affect the price paid by an HLS Fund (for example, during periods of rapidly rising or falling interest rates) or limit the size of the position obtainable for an HLS Fund (for example, in the case of a small issue).
Accounts managed by the sub-advisers (or their affiliates) may hold securities held by an HLS Fund. Because of different investment objectives or other factors, a particular security may be purchased by a sub-adviser for one or more clients when one or more other clients are selling the same security.
Hartford Investment Management has determined that at present it will utilize soft dollars to obtain only: (i) brokerage services; (ii) research created and provided by a broker-dealer involved in effecting a trade (
i.e.,
research provided by a full service broker-dealer, or provided by a broker-dealer to which a portion of a trade is directed for the purpose of obtaining access to the research, in either case on a bundled basis); and (iii) access to management personnel. Hartford Investment Management will not at present utilize soft dollars to obtain research from parties who have no role in effecting a trade.
59
For the fiscal years ended December 31, 2012, December 31, 2011 and December 31, 2010, the HLS Funds paid the following brokerage commissions:[
TO BE UPDATED]
HLS Fund Name
|
|
2012
|
|
2011
|
|
2010
|
|
Balanced HLS Fund
|
|
|
|
$
|
2,220,813
|
|
$
|
4,209,190
|
|
Capital Appreciation HLS Fund
|
|
|
|
$
|
21,170,263
|
|
$
|
19,617,004
|
|
Disciplined Equity HLS Fund
|
|
|
|
$
|
710,767
|
|
$
|
442,432
|
|
Dividend and Growth HLS Fund
|
|
|
|
$
|
2,642,216
|
|
$
|
2,570,820
|
|
Global Growth HLS Fund
|
|
|
|
$
|
709,622
|
|
$
|
962,130
|
|
Global Research HLS
|
|
|
|
$
|
150,048
|
|
$
|
174,253
|
|
Growth HLS Fund
|
|
|
|
$
|
243,460
|
|
$
|
413,136
|
|
Growth Opportunities HLS Fund
|
|
|
|
$
|
2,252,299
|
|
$
|
2,127,877
|
|
Healthcare HLS Fund
|
|
|
|
$
|
193,410
|
|
$
|
160,557
|
|
High Yield HLS Fund
|
|
|
|
$
|
6,228
|
|
$
|
1,474
|
|
Index HLS Fund
|
|
|
|
$
|
23,001
|
|
$
|
16,561
|
|
International Opportunities HLS Fund
|
|
|
|
$
|
4,657,370
|
|
$
|
4,996,674
|
|
MidCap HLS Fund
|
|
|
|
$
|
2,242,904
|
|
$
|
2,135,042
|
|
MidCap Value HLS Fund
|
|
|
|
$
|
685,686
|
|
$
|
742,695
|
|
Small Company HLS Fund
|
|
|
|
$
|
3,212,680
|
|
$
|
5,650,317
|
|
SmallCap Growth HLS Fund
|
|
|
|
$
|
786,817
|
|
$
|
777,504
|
|
Small/Mid Cap Equity HLS Fund
|
|
|
|
|
|
|
|
Stock HLS Fund
|
|
|
|
$
|
1,480,599
|
|
$
|
3,363,818
|
|
Total Return Bond HLS Fund
|
|
|
|
$
|
586,676
|
|
$
|
707,743
|
|
U.S. Government Securities HLS Fund
|
|
|
|
$
|
302,110
|
|
$
|
1,352,658
|
|
Value HLS Fund
|
|
|
|
$
|
303,317
|
|
$
|
499,193
|
|
Money Market HLS Fund did not pay any brokerage commissions during the last three fiscal years.
In general, changes in the amount of brokerage commissions paid by an HLS Fund are due primarily to that HLS Funds asset growth, cash flows and changes in portfolio turnover.
The following table shows the dollar amount of brokerage commissions paid to firms selected in recognition of research services and the approximate dollar amount of the transactions involved for the fiscal year ended December 31, 2012
. [ TO BE UPDATED]
HLS Fund Name
|
|
Commissions Paid to
Firms Selected in
Recognition of
Research Services*
|
|
Total Amount of Transactions to
Firms Selected in Recognition of
Research Services
|
|
Balanced HLS Fund
|
|
$
|
|
|
$
|
|
|
Capital Appreciation HLS Fund
|
|
$
|
|
|
$
|
|
|
Disciplined Equity HLS Fund
|
|
$
|
|
|
$
|
|
|
Dividend and Growth HLS Fund
|
|
$
|
|
|
$
|
|
|
Global Growth HLS Fund
|
|
$
|
|
|
$
|
|
|
Global Research HLS Fund
|
|
$
|
|
|
$
|
|
|
Growth HLS Fund
|
|
$
|
|
|
$
|
|
|
Growth Opportunities HLS Fund
|
|
$
|
|
|
$
|
|
|
Healthcare HLS Fund
|
|
$
|
|
|
$
|
|
|
International Opportunities HLS Fund
|
|
$
|
|
|
$
|
|
|
MidCap HLS Fund
|
|
$
|
|
|
$
|
|
|
MidCap Value HLS Fund
|
|
$
|
|
|
$
|
|
|
Small Company HLS Fund
|
|
$
|
|
|
$
|
|
|
SmallCap Growth HLS Fund
|
|
$
|
|
|
$
|
|
|
Small/Mid Cap Equity HLS Fund
|
|
|
|
|
|
Stock HLS Fund
|
|
$
|
|
|
$
|
|
|
Value HLS Fund
|
|
$
|
|
|
$
|
|
|
* Wellington Management requests broker/dealers to accrue cash balances for payment of qualified third-party research services through client commission arrangements (CCAs), formerly known as soft dollars. The cost of third-party research services provided by each broker/dealer is calculated as a percentage of the firm-wide commissions applied to CCAs with each firm. The CCA amount represents the accounts pro rata share of accruals under these arrangements.
60
The following table identifies the HLS Funds regular brokers or dealers (as defined under Rule 10b-1 of the 1940 Act) whose securities the HLS Funds have acquired during the fiscal year ended December 31, 2012 and the value of each HLS Funds aggregate holdings of each such issuer as of December 31, 2012. [TO BE UPDATED]
HLS Fund Name
|
|
Regular Broker or Dealer
|
|
Aggregate Value (in Thousands)
|
|
|
|
|
|
|
|
Balanced HLS Fund
|
|
Banc of America Securities LLC
|
|
$
|
|
|
|
|
Barclay Investments, Inc.
|
|
|
|
|
|
Citigroup Global Markets, Inc.
|
|
|
|
|
|
Credit Suisse Capital LLC
|
|
|
|
|
|
Deutsche Bank Securities, Inc.
|
|
|
|
|
|
Goldman Sachs & Co.
|
|
|
|
|
|
HSBC Securities, Inc.
|
|
|
|
|
|
JP Morgan Securities, Inc.
|
|
|
|
|
|
Merrill Lynch Pierce Fenner & Smith
|
|
|
|
|
|
Morgan Stanley & Co., Inc.
|
|
|
|
|
|
Prudential Securities, Inc.
|
|
|
|
|
|
RBS Greenwich Capital Markets
|
|
|
|
|
|
UBS Securities LLC
|
|
|
|
|
|
Wachovia Securities LLC
|
|
|
|
|
|
Wells Fargo & Co.
|
|
|
|
|
|
|
|
|
|
Capital Appreciation HLS Fund
|
|
Banc of America Securities LLC
|
|
$
|
|
|
|
|
Barclay Investments, Inc.
|
|
|
|
|
|
Citigroup Global Markets, Inc.
|
|
|
|
|
|
Credit Suisse Capital LLC
|
|
|
|
|
|
Deutsche Bank Securities, Inc.
|
|
|
|
|
|
Goldman Sachs & Co.
|
|
|
|
|
|
JP Morgan Securities, Inc.
|
|
|
|
|
|
Prudential Securities, Inc.
|
|
|
|
|
|
UBS Securities LLC
|
|
|
|
|
|
Wells Fargo & Co.
|
|
|
|
|
|
|
|
|
|
Disciplined Equity HLS Fund
|
|
Banc of America Securities LLC
|
|
$
|
|
|
|
|
Citigroup Global Markets, Inc.
|
|
|
|
|
|
Goldman Sachs & Co.
|
|
|
|
|
|
JP Morgan Securities, Inc.
|
|
|
|
|
|
Wells Fargo & Co.
|
|
|
|
|
|
|
|
|
|
Dividend and Growth HLS Fund
|
|
Banc of America Securities LLC
|
|
$
|
|
|
|
|
Barclay Investments, Inc.
|
|
|
|
|
|
Deutsche Bank Securities, Inc.
|
|
|
|
|
|
Goldman Sachs & Co.
|
|
|
|
|
|
JP Morgan Securities, Inc.
|
|
|
|
|
|
Prudential Securities, Inc.
|
|
|
|
|
|
State Street Global Markets LLC
|
|
|
|
|
|
UBS Securities LLC
|
|
|
|
|
|
Wells Fargo & Co.
|
|
|
|
|
|
|
|
|
|
Global Growth HLS Fund
|
|
Banc of America Securities LLC
|
|
$
|
|
|
|
|
Barclay Investments, Inc.
|
|
|
|
|
|
Deutsche Bank Securities, Inc.
|
|
|
|
|
|
Goldman Sachs & Co.
|
|
|
|
|
|
JP Morgan Securities, Inc.
|
|
|
|
|
|
UBS Securities LLC
|
|
|
|
61
Global Research HLS Fund
|
|
Banc of America Securities LLC
|
|
$
|
|
|
|
|
Barclay Investments, Inc.
|
|
|
|
|
|
Citigroup Global Markets, Inc.
|
|
|
|
|
|
Deutsche Bank Securities, Inc.
|
|
|
|
|
|
Goldman Sachs & Co.
|
|
|
|
|
|
HSBC Securities, Inc.
|
|
|
|
|
|
Prudential Securities, Inc.
|
|
|
|
|
|
UBS Securities LLC
|
|
|
|
|
|
Wells Fargo & Co.
|
|
|
|
|
|
|
|
|
|
Growth HLS Fund
|
|
Banc of America Securities LLC
|
|
$
|
|
|
|
|
Barclay Investments, Inc.
|
|
|
|
|
|
Deutsche Bank Securities, Inc.
|
|
|
|
|
|
UBS Securities LLC
|
|
|
|
|
|
|
|
|
|
Growth Opportunities HLS Fund
|
|
Banc of America Securities LLC
|
|
$
|
|
|
|
|
Barclay Investments, Inc.
|
|
|
|
|
|
Deutsche Bank Securities, Inc.
|
|
|
|
|
|
Goldman Sachs & Co.
|
|
|
|
|
|
UBS Securities LLC
|
|
|
|
|
|
|
|
|
|
Healthcare HLS Fund
|
|
Banc of America Securities LLC
|
|
$
|
|
|
|
|
Barclay Investments, Inc.
|
|
|
|
|
|
Deutsche Bank Securities, Inc.
|
|
|
|
|
|
UBS Securities LLC
|
|
|
|
|
|
|
|
|
|
High Yield HLS Fund
|
|
Banc of America Securities LLC
|
|
$
|
|
|
|
|
JP Morgan Securities, Inc.
|
|
|
|
|
|
|
|
|
|
Index HLS Fund
|
|
Banc of America Securities LLC
|
|
$
|
|
|
|
|
Citigroup Global Markets, Inc.
|
|
|
|
|
|
Deutsche Bank Securities, Inc.
|
|
|
|
|
|
Goldman Sachs & Co.
|
|
|
|
|
|
JP Morgan Securities, Inc.
|
|
|
|
|
|
Morgan Stanley & Co., Inc.
|
|
|
|
|
|
Prudential Securities, Inc.
|
|
|
|
|
|
RBC Capital Markets
|
|
|
|
|
|
RBS Greenwich Capital Markets
|
|
|
|
|
|
State Street Global Markets LLC
|
|
|
|
|
|
UBS Securities LLC
|
|
|
|
|
|
Wells Fargo & Co.
|
|
|
|
|
|
|
|
|
|
International Opportunities HLS Fund
|
|
Banc of America Securities LLC
|
|
$
|
|
|
|
|
Barclay Investments, Inc.
|
|
|
|
|
|
Deutsche Bank Securities, Inc.
|
|
|
|
|
|
UBS Securities LLC
|
|
|
|
|
|
|
|
|
|
MidCap HLS Fund
|
|
Banc of America Securities LLC
|
|
$
|
|
|
|
|
Barclay Investments, Inc.
|
|
|
|
|
|
Deutsche Bank Securities, Inc.
|
|
|
|
|
|
UBS Securities LLC
|
|
|
|
|
|
|
|
|
|
MidCap Value HLS Fund
|
|
Banc of America Securities LLC
|
|
$
|
|
|
|
|
Barclay Investments, Inc.
|
|
|
|
|
|
Deutsche Bank Securities, Inc.
|
|
|
|
|
|
UBS Securities LLC
|
|
|
|
62
Money Market HLS Fund
|
|
Deutsche Bank Securities, Inc.
|
|
$
|
|
|
|
|
JP Morgan Securities, Inc.
|
|
|
|
|
|
RBC Capital Markets
|
|
|
|
|
|
RBS Greenwich Capital Markets
|
|
|
|
|
|
State Street Global Markets LLC
|
|
|
|
|
|
UBS Securities LLC
|
|
|
|
|
|
Wells Fargo & Co.
|
|
|
|
|
|
|
|
|
|
SmallCap Growth HLS Fund
|
|
Banc of America Securities LLC
|
|
$
|
|
|
|
|
Barclay Investments, Inc.
|
|
|
|
|
|
Deutsche Bank Securities, Inc.
|
|
|
|
|
|
UBS Securities LLC
|
|
|
|
|
|
|
|
|
|
Small Company HLS Fund
|
|
Banc of America Securities LLC
|
|
$
|
|
|
|
|
Barclay Investments, Inc.
|
|
|
|
|
|
Deutsche Bank Securities, Inc.
|
|
|
|
|
|
UBS Securities LLC
|
|
|
|
|
|
|
|
|
|
Small/Mid Cap Equity HLS Fund
|
|
|
|
|
|
|
|
|
|
|
|
Stock HLS Fund
|
|
Banc of America Securities LLC
|
|
$
|
|
|
|
|
Barclay Investments, Inc.
|
|
|
|
|
|
Citigroup Global Markets, Inc.
|
|
|
|
|
|
Deutsche Bank Securities, Inc.
|
|
|
|
|
|
Goldman Sachs & Co.
|
|
|
|
|
|
JP Morgan Securities, Inc.
|
|
|
|
|
|
UBS Securities LLC
|
|
|
|
|
|
Wells Fargo & Co.
|
|
|
|
|
|
|
|
|
|
Total Return Bond HLS Fund
|
|
Banc of America Securities LLC
|
|
$
|
|
|
|
|
Citigroup Global Markets, Inc.
|
|
|
|
|
|
Deutsche Bank Securities, Inc.
|
|
|
|
|
|
Goldman Sachs & Co.
|
|
|
|
|
|
JP Morgan Securities, Inc.
|
|
|
|
|
|
Lehman Brothers, Inc.
|
|
|
|
|
|
Merrill Lynch Pierce Fenner & Smith
|
|
|
|
|
|
Morgan Stanley & Co., Inc.
|
|
|
|
|
|
Prudential Securities, Inc.
|
|
|
|
|
|
RBC Capital Markets
|
|
|
|
|
|
RBS Greenwich Capital Markets
|
|
|
|
|
|
State Street Global Markets LLC
|
|
|
|
|
|
UBS Securities LLC
|
|
|
|
|
|
Wachovia Securities LLC
|
|
|
|
|
|
Wells Fargo & Co.
|
|
|
|
|
|
|
|
|
|
U.S. Government Securities HLS Fund
|
|
Deutsche Bank Securities, Inc.
|
|
$
|
|
|
|
|
JP Morgan Securities, Inc.
|
|
|
|
|
|
Merrill Lynch Pierce Fenner & Smith
|
|
|
|
|
|
Morgan Stanley & Co., Inc.
|
|
|
|
|
|
RBC Capital Markets
|
|
|
|
|
|
RBS Greenwich Capital Markets
|
|
|
|
|
|
UBS Securities LLC
|
|
|
|
63
|
|
Wells Fargo & Co.
|
|
|
|
|
|
|
|
|
|
Value HLS Fund
|
|
Banc of America Securities LLC
|
|
$
|
|
|
|
|
Barclay Investments, Inc.
|
|
|
|
|
|
Credit Suisse Capital LLC
|
|
|
|
|
|
Deutsche Bank Securities, Inc.
|
|
|
|
|
|
Goldman Sachs & Co.
|
|
|
|
|
|
JP Morgan Securities, Inc.
|
|
|
|
|
|
UBS Securities LLC
|
|
|
|
|
|
Wells Fargo & Co.
|
|
|
|
|
|
|
|
|
|
|
HLS FUND EXPENSES
Each HLS Fund pays its own expenses including, without limitation: (1) expenses of maintaining the Fund and continuing its existence; (2) registration of the Fund under the 1940 Act; (3) auditing, accounting and legal expenses; (4) taxes and interest; (5) governmental fees; (6) expenses of issue, sale, repurchase and redemption of Fund shares; (7) expenses of registering and qualifying the Fund and its shares under federal and state securities laws and of preparing and printing prospectuses for such purposes and for distributing the same to shareholders and investors, and fees and expenses of registering and maintaining registrations of the Fund and of the Funds principal underwriter, if any, as broker-dealer or agent under state securities laws; (8) expenses of reports and notices to shareholders and of meetings of shareholders and proxy solicitations thereof; (9) expenses of reports to governmental officers and commissions; (10) insurance expenses; (11) fees, expenses and disbursements of custodians for all services to the Fund; (12) fees, expenses and disbursements of transfer agents, dividend disbursing agents, shareholder servicing agents and registrars for all services to the Fund; (13) expenses for servicing shareholder accounts; (14) any direct charges to shareholders approved by the directors of the Fund; (15) compensation and expenses of directors of the Fund, other than those who are also officers of The Hartford; and (16) such nonrecurring items as may arise, including expenses incurred in connection with litigation, proceedings and claims and the obligation of the Fund to indemnify its directors and officers with respect thereto.
HLS FUND ADMINISTRATION
The management fee paid by each HLS Fund to HFMC covers, in addition to investment advisory services, certain administrative services that are provided to each HLS Fund. Pursuant to an agreement between HFMC and Hartford Life (an affiliate of HFMC), Hartford Life manages the business affairs of each HLS Fund and provides administrative personnel, services, equipment and facilities and office space for the proper operation of each HLS Fund. In return for these administrative services, HFMC pays Hartford Life a monthly fee at the annual rate of 0.25% of the average daily net assets of each HLS Fund. This fee is paid out of the management fee and not by the HLS Fund. Prior to March 1, 2010, these administrative services were provided for each HLS Fund under an Administrative Services Agreement between each HLS Fund and Hartford Life pursuant to which each HLS Fund paid Hartford Life a monthly fee at the annual rate of 0.20% of the average daily net assets of each HLS Fund. The Administrative Services Agreement was terminated on March 1, 2010.
For the fiscal year ended December 31, 2010, each HLS Fund, except for Growth Opportunities HLS Fund, Small/Mid Cap Equity HLS Fund, SmallCap Growth HLS Fund and U.S. Government Securities HLS Fund, paid the following administrative fees to Hartford Life:
HLS Fund Name
|
|
2010*
|
|
Balanced HLS Fund
|
|
$
|
1,337,119
|
|
Capital Appreciation HLS Fund
|
|
$
|
3,193,626
|
|
Disciplined Equity HLS Fund
|
|
$
|
372,270
|
|
Dividend and Growth HLS Fund
|
|
$
|
1,619,311
|
|
Global Growth HLS Fund
|
|
$
|
191,195
|
|
Global Research HLS Fund
|
|
$
|
33,171
|
|
Growth HLS Fund
|
|
$
|
103,889
|
|
Healthcare HLS Fund
|
|
$
|
70,656
|
|
High Yield HLS Fund
|
|
$
|
232,367
|
|
Index HLS Fund
|
|
$
|
311,857
|
|
International Opportunities HLS Fund
|
|
$
|
460,092
|
|
MidCap HLS Fund
|
|
$
|
541,152
|
|
MidCap Value HLS Fund
|
|
$
|
158,069
|
|
Money Market HLS Fund
|
|
$
|
561,412
|
**
|
Small Company HLS Fund
|
|
$
|
391,692
|
|
Stock HLS Fund
|
|
$
|
752,630
|
|
64
HLS Fund Name
|
|
2010*
|
|
Total Return Bond HLS Fund
|
|
$
|
1,545,901
|
|
Value HLS Fund
|
|
$
|
98,116
|
|
* Effective March 1, 2010 the administrative fees for the above referenced funds are included in the investment management fee. The administrative fees listed above represent the time period of January 1, 2010 through February 28, 2010.
** The total administrative fee was $1,053,599. The amount listed above represents the total after the waiver of $492,187.
HFMC also provides fund accounting services to the HLS Funds pursuant to a fund accounting agreement by and between Hartford Series Fund, Inc., on behalf of the Hartford HLS Series Funds, and HFMC, dated January 1, 2013. Such fund accounting services include, but are not limited to: (i) daily pricing of portfolio securities; (ii) computation of the net asset value and the net income of the HLS Funds in accordance with the HLS Funds prospectuses and statement of additional information; (iii) calculation of dividend and capital gain distributions, if any; (iv) calculation of yields on all applicable HLS Funds and all classes thereof; (v) preparation of various reports; and (vi) such other similar services with respect to an HLS Fund as may be reasonably requested by the HLS Funds. HFMC is compensated for such fund accounting services at a competitive market rate.
In consideration of services rendered and expenses assumed pursuant to this agreement, each HLS Fund pays HFMC a fee calculated at the following annual rate based on such Funds aggregate net assets shown below.
High Yield HLS Fund and Total Return Bond HLS Fund
Average Daily Net Assets
|
|
Annual Fee
|
|
First $5 billion
|
|
0.020
|
%
|
Next $5 billion
|
|
0.018
|
%
|
Amount Over $10 billion
|
|
0.016
|
%
|
Capital Appreciation HLS Fund and Global Research HLS Fund
Average Daily Net Assets
|
|
Annual Fee
|
|
First $5 billion
|
|
0.018
|
%
|
Next $5 billion
|
|
0.016
|
%
|
Amount Over $10 billion
|
|
0.014
|
%
|
Balanced HLS Fund and International Opportunities HLS Fund
Average Daily Net Assets
|
|
Annual Fee
|
|
First $5 billion
|
|
0.016
|
%
|
Next $5 billion
|
|
0.014
|
%
|
Amount Over $10 billion
|
|
0.012
|
%
|
Global Growth HLS Fund
Average Daily Net Assets
|
|
Annual Fee
|
|
First $5 billion
|
|
0.014
|
%
|
Next $5 billion
|
|
0.012
|
%
|
Amount Over $10 billion
|
|
0.010
|
%
|
Dividend and Growth HLS Fund, Disciplined Equity HLS Fund and Small Company HLS Fund
Average Daily Net Assets
|
|
Annual Fee
|
|
First $5 billion
|
|
0.012
|
%
|
Amount Over $5 billion
|
|
0.010
|
%
|
Growth HLS Fund, Healthcare HLS Fund, Index HLS Fund, MidCap HLS Fund, MidCap Value HLS Fund, Money Market HLS Fund, Stock HLS Fund and Value HLS Fund
Average Daily Net Assets
|
|
Annual Fee
|
|
All Assets
|
|
0.010
|
%
|
65
With respect to the Hartford HLS II Funds, HFMC provides such fund accounting services pursuant to a fund accounting agreement by and between Hartford HLS Series Fund II, Inc., on behalf of the Hartford HLS II Funds, and HFMC dated January 1, 2013. Effective January 1, 2013, each Hartford HLS II Fund pays HFMC a fee calculated at the following annual rate based on such Funds aggregate net assets shown below.
Small/MidCap Equity HLS Fund
Average Daily Net Assets
|
|
Annual Fee
|
|
First $5 billion
|
|
0.014
|
%
|
Next $5 billion
|
|
0.012
|
%
|
Amount Over $10 billion
|
|
0.010
|
%
|
SmallCap Growth HLS Fund and U.S. Government Securities HLS Fund
Average Daily Net Assets
|
|
Annual Fee
|
|
On first $5 billion
|
|
0.012
|
%
|
Over $5 billion
|
|
0.010
|
%
|
Growth Opportunities HLS Fund
Average Daily Net Assets
|
|
Annual Fee
|
|
All Assets
|
|
0.010
|
%
|
Prior to January 1, 2013, fund accounting services were provided by Hartford Life. The compensation paid to Hartford Life for such services for the last three fiscal years is as follows: [ TO BE UPDATED]
|
|
2012
|
|
2011
|
|
2010
|
|
Balanced HLS Fund
|
|
|
|
$
|
601,824
|
|
$
|
656,839
|
|
Capital Appreciation HLS Fund
|
|
|
|
$
|
1,668,874
|
|
$
|
1,655,493
|
|
Disciplined Equity HLS Fund
|
|
|
|
$
|
129,761
|
|
$
|
135,253
|
|
Dividend and Growth HLS Fund
|
|
|
|
$
|
676,796
|
|
$
|
690,242
|
|
Global Growth HLS Fund
|
|
|
|
$
|
75,069
|
|
$
|
79,733
|
|
Global Research HLS Fund
|
|
|
|
$
|
15,222
|
|
$
|
15,978
|
|
Growth HLS Fund
|
|
|
|
$
|
39,019
|
|
$
|
37,140
|
|
Growth Opportunities HLS Fund*
|
|
|
|
$
|
116,689
|
|
$
|
0
|
|
Healthcare HLS Fund
|
|
|
|
$
|
19,726
|
|
$
|
20,190
|
|
High Yield HLS Fund
|
|
|
|
$
|
135,547
|
|
$
|
133,419
|
|
Index HLS Fund
|
|
|
|
$
|
97,355
|
|
$
|
96,172
|
|
International Opportunities HLS Fund
|
|
|
|
$
|
293,530
|
|
$
|
284,634
|
|
MidCap HLS Fund
|
|
|
|
$
|
201,794
|
|
$
|
205,645
|
|
MidCap Value HLS Fund
|
|
|
|
$
|
54,805
|
|
$
|
52,185
|
|
Money Market HLS Fund
|
|
|
|
$
|
246,192
|
|
$
|
291,675
|
|
Small Company HLS Fund
|
|
|
|
$
|
168,189
|
|
$
|
149,550
|
|
SmallCap Growth HLS Fund*
|
|
|
|
$
|
72,069
|
|
$
|
0
|
|
Stock HLS Fund
|
|
|
|
$
|
206,261
|
|
$
|
222,539
|
|
Total Return Bond HLS Fund
|
|
|
|
$
|
826,968
|
|
$
|
874,947
|
|
U.S. Government Securities HLS Fund*
|
|
|
|
$
|
143,040
|
|
$
|
0
|
|
Value HLS Fund
|
|
|
|
$
|
79,463
|
|
$
|
74,811
|
|
* The Fund began paying Hartford Life compensation with respect to the Fund under the fund accounting agreement as of January 1, 2012.
No fund accounting fees were paid to HFMC for any of the past three fiscal years.
For the fiscal years ended December 31,[2010] and December 31, [2011], no reimbursement or compensation was paid to Hartford Life pursuant to the fund accounting agreement then in place between Hartford HLS Series Fund II, Inc., on behalf of the Hartford HLS II Funds, Hartford Life and HL Advisors. From the period from January 1, 2011 to December 31, 2012, each Hartford HLS II Fund paid Hartford Life according to the applicable rate schedule set forth above.
DISTRIBUTION ARRANGEMENTS
Each HLS Funds shares are sold by Hartford Investment Financial Services, LLC. (the distributor) on a continuous basis to separate accounts sponsored by The Hartford and its affiliates and to certain qualified retirement plans. Certain HLS Funds shares are also sold by the distributor on a continuous basis to separate accounts sponsored by other insurance companies.
66
Each Company, on behalf of its respective HLS Funds, has adopted a separate distribution plan (the Plans) for Class IB shares pursuant to the approval of the Board of Directors of each Company in accordance with the requirements of Rule 12b-1 under the 1940 Act and the requirements of the applicable market conduct rules of the Financial Industry Regulatory Authority (FINRA) concerning asset based sales charges.
The distributor is authorized by the Companies to receive purchase and redemption orders on behalf of the HLS Funds. The distributor has authorized one or more financial services institutions and/or qualified plan intermediaries to receive purchase and redemption orders on behalf of the HLS Funds, subject to the HLS Funds policies and procedures with respect to frequent purchases and redemptions of HLS Fund shares and applicable law. In these circumstances, an HLS Fund will be deemed to have received a purchase or redemption order when an authorized financial services institution and/or qualified plan intermediary receives the order. Orders will be priced at that HLS Funds next net asset value computed after the orders are received by an authorized financial services institution and/or qualified plan intermediary and accepted by the HLS Fund. Each Funds net asset value is determined in the manner described in that Funds prospectus.
Pursuant to the Plans, each HLS Fund may compensate the distributor for its expenditures in financing any activity primarily intended to result in the sale of HLS Fund shares. The expenses of each HLS Fund pursuant to each Plan are accrued on a fiscal year basis and may not exceed the annual rate of 0.25% of each HLS Funds average daily net assets attributable to Class IB shares. All or any portion of this fee may be remitted to dealers who provide distribution or shareholder account services.
Distribution fees paid to the distributor may be spent on any activities or expenses primarily intended to result in the sale of each HLS Funds shares including but not limited to (a) compensation to and expenses, including overhead and telephone expenses, of employees of the distributor engaged in the distribution of the Class IB shares of the HLS Fund; (b) printing and mailing of prospectuses, statements of additional information, and reports for prospective purchasers of variable annuity contracts or variable life insurance contracts (Variable Contracts) investing indirectly in Class IB shares of the HLS Fund; (c) compensation to financial intermediaries and broker-dealers to pay or reimburse them for their services or expenses in connection with the distribution of Variable Contracts investing indirectly in Class IB shares of the HLS Fund; (d) expenses relating to the development, preparation, printing, and mailing of HLS Fund advertisements, sales literature, and other promotional materials describing and/or relating to the Class IB shares of the HLS Fund; (e) expenses of holding seminars and sales meetings designed to promote the distribution of the Class IB shares of the HLS Fund; (f) expenses of obtaining information and providing explanations to variable contract owners regarding HLS Fund investment objectives and policies and other information about the HLS Fund, including performance; (g) expenses of training sales personnel regarding the Class IB shares of the HLS Fund; (h) expenses of compensating sales personnel in connection with the allocation of cash values and premiums of the Variable Contracts to the Class IB shares of the HLS Fund; and (i) expenses of personal services and/or maintenance of Variable Contract accounts with respect to Class IB shares attributable to such accounts. These Plans are considered compensation type plans, which means the distributor is paid the agreed upon fee regardless of the distributors expenditures.
In accordance with the terms of the Plans, the distributor provides to each HLS Fund, for review by the Board of Directors of the applicable Company, a quarterly written report of the amounts expended under the respective Plans and the purpose for which such expenditures were made. In the Board of Directors quarterly review of the Plans, they review the level of compensation the Plans provide.
The Plans were adopted by a majority vote of the Board of Directors of each Company, including at least a majority of directors who are not, and were not at the time they voted, interested persons of each HLS Fund as defined in the 1940 Act and do not and did not have any direct or indirect financial interest in the operation of the Plans, cast in person at a meeting called for the purpose of voting on the Plans. Potential benefits which the Plans may provide to the HLS Funds include shareholder servicing, the potential to increase assets and possibly benefit from economies of scale, the potential to avoid a decrease in assets and portfolio liquidations through redemption activity and the ability to sell shares of the HLS Funds through adviser and broker distribution channels. The Board of Directors of each Company believes that there is a reasonable likelihood that the Plans will benefit the Class IB shareholders of each HLS Fund. Under their terms, the Plans remain in effect from year to year provided such continuance is approved annually by vote of the directors of the applicable Board in the manner described above. The Plans may not be amended to increase materially the amount to be spent for distribution without approval of the shareholders of each HLS Fund affected thereby, and material amendments to the Plans must also be approved by the applicable Board of Directors in the manner described above. A Plan may be terminated at any time, without payment of any penalty, by vote of the majority of the directors of the applicable Board who are not interested persons of each HLS Fund and have no direct or indirect financial interest in the operations of the Plan, or by a vote of a majority of the outstanding voting securities of each HLS Fund affected thereby. A Plan will automatically terminate in the event of its assignment.
67
For the fiscal year ended December 31, 2012, the Class IB Shares of the HLS Funds paid the 12b-1 fees listed below. [TO BE UPDATED]
HLS Fund Name
|
|
Class IB
|
|
Balanced HLS Fund
|
|
|
|
Capital Appreciation HLS Fund
|
|
|
|
Disciplined Equity HLS Fund
|
|
|
|
Dividend and Growth HLS Fund
|
|
|
|
Global Growth HLS Fund
|
|
|
|
Global Research HLS Fund
|
|
|
|
Growth HLS Fund
|
|
|
|
Growth Opportunities HLS Fund
|
|
|
|
Healthcare HLS Fund
|
|
|
|
High Yield HLS Fund
|
|
|
|
Index HLS Fund
|
|
|
|
International Opportunities HLS Fund
|
|
|
|
MidCap HLS Fund
|
|
|
|
MidCap Value HLS Fund
|
|
|
|
Money Market HLS Fund
|
|
|
|
Small Company HLS Fund
|
|
|
|
|
|
|
|
Small/Mid Cap Equity HLS Fund
|
|
|
|
SmallCap Growth HLS Fund
|
|
|
|
Stock HLS Fund
|
|
|
|
Total Return Bond HLS Fund
|
|
|
|
U.S. Government Securities HLS Fund
|
|
|
|
Value HLS Fund
|
|
|
|
The entire amount of 12b-1 fees listed above was paid as compensation to the distributor, which remitted the entire amount, either directly or indirectly through affiliated insurance companies, to dealers as compensation.
The distributor and its affiliates may pay, out of their own assets, compensation to brokers, financial institutions and other persons for the sale and distribution of the HLS Funds shares and/or for the servicing of those shares.
PURCHASE AND REDEMPTION OF SHARES
For information regarding the purchase or sale (redemption) of HLS Fund shares, see Purchase and Redemption of Fund Shares in the HLS Funds prospectuses.
SUSPENSION OF REDEMPTIONS
An HLS Fund may not suspend a shareholders right of redemption, or postpone payment for a redemption for more than seven days, unless permitted by law, the New York Stock Exchange (NYSE) is closed for other than customary weekends or holidays, or trading on the NYSE is restricted, or for any period during which an emergency exists as a result of which (1) disposal by an HLS Fund of securities owned by it is not reasonably practicable, or (2) it is not reasonably practicable for an HLS Fund to fairly determine the value of its assets, or for such other periods as the SEC may permit for the protection of investors.
ACCOUNT CLOSINGS
There may be instances in which it is appropriate for your account to be closed. Your account could be closed if: (i) your identity cannot be verified or you fail to provide a valid SSN or TIN; (ii) the registered address of your account is outside of the United States or in a U.S. jurisdiction in which the Fund shares are not registered; (iii) transactions in your account raise suspicions of money laundering, fraud or other illegal conduct; (iv) shares purchased are not paid for when due; (v) your account does not meet the qualifications for ownership for the particular class of shares held in your account; (vi) maintenance of your account jeopardizes the tax status or qualifications of the HLS Funds; (vii) your account balance falls to $1,000 or less and you fail to bring the account above $1,000 within thirty (30) days of notification; (viii) there is a change in your broker of record, for example your broker is no longer able to sell HLS Fund shares; or (ix) closing the account is determined to be in the best interests of the HLS Fund. If you invest in a Fund through a variable contract, the terms of the contract may specify additional circumstances under which your shares may be redeemed.
68
DETERMINATION OF NET ASSET VALUE
The net asset value per share (NAV) is determined for each class of the HLS Funds shares as of the close of regular trading on the New York Stock Exchange (the Exchange) (typically 4:00 p.m. Eastern Time, the Valuation Time) on each day that the Exchange is open. The HLS Funds are closed for business and do not price their shares on the following business holidays: New Years Day, Martin Luther King Day, Presidents Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, Christmas Day and other holidays observed by the Exchange. The net asset value for each class of shares is determined by dividing the value of that HLS Funds net assets attributable to a class of shares by the number of shares outstanding for that class. Information that becomes known to the HLS Fund after the NAV has been calculated on a particular day will not generally be used to retroactively adjust the NAV determined earlier that day.
Except for the Money Market HLS Fund, for purposes of calculating the NAV, portfolio securities and other assets held in an HLS Funds portfolio for which market quotes are readily available are valued at market value. If market quotes are not readily available or are deemed unreliable, an HLS Fund will use the fair value of the security as determined in good faith under policies and procedures established by and under the supervision of the Board of Directors of the applicable Company. Market quotes are considered not readily available where there is an absence of current or reliable market-based data (e.g., trade information or broker quotes), including where events occur after the close of the relevant market, but prior to the NYSE Close that materially affect the values of an HLS Funds portfolio securities or assets. In addition, market quotes are considered not readily available when, due to extraordinary circumstances, the exchanges or markets on which the securities trade, do not open for trading for the entire day and no other market prices are available. In addition, prices of foreign equities that are principally traded on certain foreign markets may be adjusted daily pursuant to a fair value pricing service approved by the Board of Directors in order to reflect an adjustment for the factors occurring after the close of certain foreign markets but before the NYSE Close. Securities that are primarily traded on foreign markets may trade on days that are not business days of the HLS Funds. The value of the foreign securities in which an HLS Fund invests may change on days when a shareholder will not be able to purchase or redeem shares of the HLS Fund. Fair value pricing is subjective in nature and the use of fair value pricing by the HLS Funds may cause the NAV of their respective shares to differ significantly from the NAV that would have been calculated using market prices at the close of the exchange on which a portfolio security is primarily traded but before the Valuation Time. There can be no assurance that any HLS Fund could obtain the fair value assigned to a security if the HLS Fund were to sell the security at approximately the time at which that HLS Fund determines its NAV.
Fixed income securities (other than short-term obligations and senior floating rate interests) and non-exchange traded derivatives held by an HLS Fund are normally valued on the basis of quotes obtained from brokers and dealers or independent pricing services in accordance with procedures established by each Companys Board of Directors. Prices obtained from independent pricing services use information provided by market makers or estimates of market values obtained from yield data relating to investments or securities with similar characteristics. Senior floating rate interests generally trade in over-the-counter (OTC) markets and are priced through an independent pricing service utilizing independent market quotations from loan dealers or financial institutions. Generally, each HLS Fund may use fair valuation in regards to fixed income securities when an HLS Fund holds defaulted or distressed securities or securities in a company in which a reorganization is pending. Short term investments with a maturity of more than 60 days when purchased are valued based on market quotations until the remaining days to maturity become less than 61 days.
The Money Market HLS Funds investments and investments of other HLS Funds that mature in 60 days or less are generally valued at amortized cost, which approximates market value. Under the amortized cost method of valuation, an instrument is valued at acquisition cost adjusted by the daily accretion of discount or amortization of premium. The interest payable at maturity is accrued as income, on a daily basis, over the remaining life of the instrument. Neither the amount of daily income nor the net asset value is affected by unrealized appreciation or depreciation of the portfolios investments assuming the instruments obligation is paid in full at maturity. In connection with its use of the amortized cost method, the Money Market HLS Fund will: (i) maintain a dollar-weighted average portfolio maturity of 60 days or less; and (ii) maintain a dollar weighted average life to maturity of 120 days or less.
The amortized cost method of valuation permits the Money Market HLS Fund to maintain a stable $1.00 net asset value per share. The Board of Directors of Hartford Series Fund, Inc. periodically reviews the extent of any deviation from the $1.00 per share value that would occur if a method of valuation based on market prices and estimates were used. In the event such a deviation could result in material dilution or other unfair results, the Board of Directors will promptly consider any action that reasonably should be initiated to eliminate or reduce material dilution or other unfair results to shareholders. Such action may include selling portfolio securities prior to maturity, not declaring earned income dividends, valuing portfolio securities on the basis of current market prices, if available, or, if not available, at fair market value as determined in good faith by the Board of Directors (considered highly unlikely by management of the Company), redemption of shares in kind (
i.e.,
portfolio securities), and an irrevocable determination to liquidate the HLS Fund and to suspend redemptions of shares of the HLS Fund. In periods of declining interest rates, the indicated daily yield on shares of the portfolio computed using amortized cost may tend to be higher than a similar computation made using a method of valuation based upon market prices and estimates. In periods of rising interest rates, the indicated daily yield on shares of the portfolio computed using amortized cost may tend to be lower than a similar computation made using a method of valuation based upon market prices and estimates.
Exchange-traded equity securities shall be valued at the last reported sale price on the exchange on which the security is primarily traded (the Primary Market) at the Valuation Time. If the security did not trade on the Primary Market, it may be valued at the Valuation Time at the last reported sale price on another exchange where it trades at the Valuation Time. The value of an
69
equity security not traded on any exchange but traded on the Nasdaq Stock Market, Inc. System (Nasdaq) or another OTC market shall be valued at the last reported sale price or official closing price on the exchange or market on which the security is traded as of the Valuation Time. For securities traded on the Nasdaq, the HLS Funds utilize the Nasdaq Official Closing Price, which compares the last trade to the bid/ask range of a security. If the last trade falls within the bid/ask range, then that price will be the closing price. If the last trade is outside the bid/ask range, and falls above the ask, the ask will be the closing price. If the last price is below the bid, the bid will be the closing price. If it is not possible to determine the last reported sale price or official closing price on the relevant exchange or market at the Valuation Time, the value of the security shall be taken to be the most recent mean between bid and asked prices on such exchange or market at the Valuation Time.
Investments valued in currencies other than U.S. dollars are converted to U.S. dollars using exchange rates obtained from independent pricing services for calculation of the NAV. As a result, the NAV of the HLS Funds shares may be affected by changes in the value of currencies in relation to the U.S. dollar. The value of securities traded in markets outside the United States or denominated in currencies other than the U.S. dollar may be affected significantly on a day that the NYSE is closed and the market value may change on days when an investor is not able to purchase, redeem or exchange shares of the HLS Fund.
Exchange traded options contracts on securities, currencies, indices, futures contracts, commodities and other instruments shall be valued at their last reported sales price at the Valuation Time on the Primary Market on which the instrument is traded. If the instrument did not trade on the Primary Market, it may be valued at the last reported sales price at the Valuation Time on another exchange or market where it did trade. If it is not possible to determine the last reported sale price on the Primary Market or another exchange or market at the Valuation Time, the value of the instrument shall be taken to be the mean between the most recent bid and asked prices on such exchange or market at the Valuation Time. Absent both bid and asked prices on such exchange, the bid price may be used. In the case of OTC options that do not trade on an exchange, values may be supplied by a pricing service using a formula or other objective method that may take into consideration the style, direction, expiration, strike price, notional and volatility or other special adjustments.
Futures contracts are valued at the most recent settlement price reported by an exchange on which, over time, they are traded most extensively. If a settlement price is not available, the futures contracts will be valued at the most recent trade price as of the Valuation Time. If there were no trades on the valuation day, the contract shall be valued at the mean of the closing bid/ask prices as of the Valuation Time. Absent both bid and asked prices on such exchange, the bid price may be used.
A forward currency contract shall be valued based on the price of the underlying currency at the prevailing interpolated exchange rate, which is a combination of the foreign currency exchange rate and the forward currency rate. Foreign currency exchange rates and forward currency rates are obtained from an independent pricing service on the valuation date.
Swaps shall be valued using a custom interface from an independent pricing service. If a swap cannot be valued through an independent pricing service, Bloomberg will be used to calculate a value based upon inputs from the terms of the deal. Swaps for which prices are not available from an independent pricing service are valued in accordance with procedures established by the Board of Directors of each Company.
Other derivative or contractual type instruments shall be valued using market prices if such instruments trade on an exchange or market. If such instruments do not trade on an exchange or market, such instruments shall be valued at a price at which the counterparty to such contract would repurchase the instrument. In the event that the counterparty cannot provide a price, such valuation may be determined in accordance with procedures established by the Board of Directors of each Company.
Investments in open-end mutual funds are valued at the respective NAV of each open-end mutual fund on the valuation date.
Financial instruments for which prices are not available from an independent pricing service, but where an active market exists, are valued using market quotations obtained from one or more dealers that make markets in securities in accordance with procedures established by the Board of Directors of each Company.
70
OWNERSHIP AND CAPITALIZATION OF THE HLS FUNDS
Capital Stock
The Board of Directors for each Company is authorized, without further shareholder approval, to authorize additional shares and to classify and reclassify shares of the HLS Funds into one or more classes. Accordingly, the directors have authorized the issuance of two classes of shares of the HLS Funds described in this SAI designated as Class IA and Class IB shares. The shares of each class represent an interest in the same portfolio of investments of the HLS Funds and have equal rights as to voting, redemption, and liquidation. However, each class bears different expenses and therefore the net asset values of the two classes and any dividends declared may differ between the two classes.
Pursuant to state insurance law, Hartford Life, or its affiliates, is the owner of all HLS Fund shares held in separate accounts of Hartford Life or its affiliates (such shares are held for the benefit of contract holders and policy owners). As of March 31, 2013 Hartford Life (or its affiliates) owned 5% or more of the outstanding shares in the following HLS Funds, as indicated below:
[TO BE UPDATED]
|
|
Percentage of Ownership
|
|
Fund
|
|
Class IA
|
|
Class IB
|
|
|
|
|
|
|
|
Balanced HLS Fund
|
|
|
|
|
|
Capital Appreciation HLS Fund
|
|
|
|
|
|
Disciplined Equity HLS Fund
|
|
|
|
|
|
Dividend and Growth HLS Fund
|
|
|
|
|
|
Global Growth HLS Fund
|
|
|
|
|
|
Global Research HLS Fund
|
|
|
|
|
|
Growth HLS Fund
|
|
|
|
|
|
Growth Opportunities HLS Fund
|
|
|
|
|
|
Healthcare HLS Fund
|
|
|
|
|
|
High Yield HLS Fund
|
|
|
|
|
|
Index HLS Fund
|
|
|
|
|
|
International Opportunities HLS Fund
|
|
|
|
|
|
MidCap HLS Fund
|
|
|
|
|
|
MidCap Value HLS Fund
|
|
|
|
|
|
Money Market HLS Fund
|
|
|
|
|
|
Small Company HLS Fund
|
|
|
|
|
|
Small/Mid Cap Equity HLS Fund
|
|
|
|
|
|
SmallCap Growth HLS Fund
|
|
|
|
|
|
Stock HLS Fund
|
|
|
|
|
|
Total Return Bond HLS Fund
|
|
|
|
|
|
U.S. Government Securities HLS Fund
|
|
|
|
|
|
Value HLS Fund
|
|
|
|
|
|
Pursuant to state insurance law, Union Security Insurance Company (formerly Fortis Benefits Insurance Company) (Union Security), or its affiliates, is the owner of all HLS Fund shares held in separate accounts of Union Security or its affiliates (such shares are held for the benefit of contract holders and policy owners). As of March 31, 2013, Union Security (or its affiliates) owned 5% or more of the outstanding shares in the following HLS Funds, as indicated below:
[TO BE UPDATED]
|
|
Percentage of Ownership
|
|
Fund
|
|
Class IA
|
|
Class IB
|
|
|
|
|
|
|
|
Hartford Disciplined Equity HLS Fund
|
|
|
|
|
|
Hartford Growth Opportunities HLS Fund
|
|
|
|
|
|
Hartford Index HLS Fund
|
|
|
|
|
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Hartford International Opportunities HLS Fund
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Hartford MidCap Value HLS Fund
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Hartford SmallCap Growth HLS Fund
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Hartford Value HLS Fund
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Hartford Global Growth HLS Fund
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Hartford Small/Mid Cap Equity HLS Fund
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Certain employee retirement plans of Fidelity Investments, as of March 31, 2013, owned an aggregate of [ ]% of the outstanding Class IA shares of Capital Appreciation HLS Fund.
Certain employee retirement plans of Fidelity Investments, as of March 31, 2013, owned an aggregate of [ ]% of the outstanding Class IB shares of Capital Appreciation HLS Fund.
Certain employee retirement plans of Wells Fargo Bank and Carolinas Healthcare System, as of March 31, 2013, owned an aggregate of [ ]% of the outstanding Class IB shares of Capital Appreciation HLS Fund.
An employee retirement plan sponsored by The Hartford Financial Services Group, Inc. or its affiliates, as of March 31, 2013, owned an aggregate of 11% of the outstanding Class IA shares of Global Growth HLS Fund.
Certain employee retirement plans of ING National Trust, as of March 31, 2013, owned an aggregate of [ ]% of the outstanding Class IA shares of Growth HLS Fund.
Certain employee retirement plans of Vanguard Fiduciary Trust and Sierra Pacific, as of March 31, 2013, owned an aggregate of [ ]% of the outstanding Class IA shares of Growth HLS Fund.
Certain employee retirement plans of Wells Fargo Bank NA, as of March 31, 2013, owned an aggregate of [ ]% of the outstanding Class IB shares of Growth Opportunities HLS Fund.
Certain employee retirement plans of State Street Bank and Adventist Healthcare, as of March 31, 2013, owned an aggregate of [ ]% of the outstanding Class IA shares of Healthcare HLS Fund.
An employee retirement plan sponsored by The Hartford Financial Services Group, Inc. or its affiliates, as of March 31, 2013, owned an aggregate of [ ]% of the outstanding Class IA shares of High Yield HLS Fund.
An employee retirement plan sponsored by The Hartford Financial Services Group, Inc. or its affiliates, as of March 31, 2013, owned an aggregate of [ ]% of the outstanding Class IA shares of International Opportunities HLS Fund.
An employee retirement plan sponsored by The Hartford Financial Services Group, Inc. or its affiliates, as of March 31, 2013, owned an aggregate of [ ]% of the outstanding Class IA shares of MidCap HLS Fund.
Certain employee retirement plans of Fidelity Investments, as of March 31, 2013, owned an aggregate of [ ]% of the outstanding Class IA shares of Small Company HLS Fund.
Certain employee retirement plans of The State of Ohio Public Employees Board, as of March 31, 2013, owned an aggregate of [ ]% of the outstanding Class IA shares of Small Company HLS Fund.
An employee retirement plan sponsored by The Hartford Financial Services Group, Inc. or its affiliates, as of March 31, 2013, owned an aggregate of [ ]% of the outstanding Class IA shares of Small Company HLS Fund.
Certain employee retirement plans of Northern Trust Company and Harris Corporation, as of March 31, 2013, owned an aggregate of [ ]% of the outstanding Class IA shares of Small Company HLS Fund.
Certain employee retirement plans of Fidelity Investments, as of March 31, 2013, owned an aggregate of [ ]% of the outstanding Class IB shares of Small Company HLS Fund.
Certain employee retirement plans of Wells Fargo Bank NA, as of March 31, 2013, owned an aggregate of [ ]% of the outstanding Class IB shares of Small Company HLS Fund.
Certain employee retirement plans of Fidelity Investments, as of March 31, 2013, owned an aggregate of [ ]% of the outstanding Class IA shares of SmallCap Growth HLS Fund.
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Certain employee retirement plans of JP Morgan Chase & Co. and Bemis Co., Inc., as of March 31, 2013, owned an aggregate of [ ]% of the outstanding Class IB shares of SmallCap Growth HLS Fund.
Share Classes
Under each applicable HLS Funds multi-class plan, shares of each class of an HLS Fund represent an equal pro rata interest in that HLS Fund and, generally, shall have identical voting, dividend, liquidation, and other rights, preferences, powers, restrictions, limitations, qualifications and terms and conditions, except that: (a) each class shall have a different designation; (b) each class of shares shall bear its Class Expenses; (c) each class shall have exclusive voting rights on any matter submitted to shareholders that relates solely to its distribution arrangements; (d) each class shall have separate voting rights on any matter submitted to shareholders in which the interests of one class differ from the interests of any other class; (e) each class may have separate exchange privileges; and (f) each class may have different conversion features, although a conversion feature is not currently contemplated. Expenses currently designated as Class Expenses by each Companys board of directors are currently limited to payments made to the distributor for the Class IB shares pursuant to the Distribution Plan for the Class IB shares.
Voting
Each shareholder is entitled to one vote for each share of the HLS Funds held upon all matters submitted to the shareholders generally. Most of the shares of the HLS Funds are held of record by insurance companies. The insurance companies will generally vote HLS Fund shares pro rata according to the written instructions of the owners of Variable Contracts indirectly invested in the HLS Funds. It is expected that such insurance companies will vote shares for which no instructions are received for or against, or in abstention, with respect to any proposals in the same proportion as the shares for which instructions are received.
Matters in which the interests of all the HLS Funds in a Company are substantially identical (such as the election of directors or the ratification of the selection of the independent registered public accounting firm) are voted on by all shareholders of the Company without regard to the separate HLS Funds. Matters that affect all or several HLS Funds, but where the interests of the HLS Funds are not substantially identical (such as approval of an investment management agreement) are voted on separately by the shareholders of each HLS Fund for their HLS Fund. Matters that affect only one HLS Fund (such as a change in its fundamental policies) are voted on separately for the HLS Fund by the shareholders of that HLS Fund. Likewise, matters that affect only one class of shares of an HLS Fund (such as approval of a plan of distribution) are voted on separately for that class by the holders of shares of that class.
Other Rights
Each share of HLS Fund stock, when issued and paid for in accordance with the terms of the offering, will be fully paid and non-assessable. Shares of HLS Fund stock have no pre-emptive, subscription or conversion rights. Upon liquidation of an HLS Fund, the shareholders of that HLS Fund shall be entitled to share, pro rata, in any assets of the HLS Fund after discharge of all liabilities and payment of the expenses of liquidation.
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TAXES [TO BE UPDATED]
Federal Tax Status of the HLS Funds
The following discussion of the federal tax status of the HLS Funds is a general and abbreviated summary based on tax laws and regulations in effect on the date of this SAI. Tax law is subject to change by legislative, administrative or judicial action.
Each HLS Fund is treated as a separate taxpayer for federal income tax purposes. The Companies intend for each HLS Fund to elect to be treated as a regulated investment company under Subchapter M of Chapter 1 of the Internal Revenue Code of 1986, as amended (the Code) and to qualify as a regulated investment company each year. If an HLS Fund: (1) continues to qualify as a regulated investment company, and (2) distributes to its shareholders at least 90% of its investment company taxable income (including for this purpose its net ordinary investment income and net realized short-term capital gains) and 90% of its tax-exempt interest income (reduced by certain expenses) (the 90% distribution requirement) (which the Companies intend each HLS Fund to do), then under the provisions of Subchapter M, the HLS Fund should have little or no income taxable to it under the Code. In particular, an HLS Fund generally is not subject to federal income tax on the portion of its investment company taxable income and net capital gain (i.e., net long-term capital gain in excess of short-term capital loss) it distributes to shareholders (or treats as having been distributed to shareholders).
An HLS Fund must meet several requirements to maintain its status as a regulated investment company. These requirements include the following: (1) at least 90% of the HLS Funds gross income for each taxable year must be derived from dividends, interest, payments with respect to loaned securities, gains from the sale or disposition of securities (including gains from related investments in foreign currencies), or other income (including gains from options, futures or forward contracts) derived with respect to its business of investing in such securities or currencies, as well as net income from interests in certain publicly traded partnerships; and (2) at the close of each quarter of the HLS Funds taxable year, (a) at least 50% of the value of the HLS Funds total assets must consist of cash, cash items, securities of other regulated investment companies, U.S. Government securities and other securities which, with respect to any one issuer, do not represent more than 5% of all of the HLS Funds assets nor more than 10% of the outstanding voting securities of such issuer, and (b) the HLS Fund must not invest more than 25% of its total assets in the securities of any one issuer (other than U.S. Government securities or the securities of other regulated investment companies), or of any two or more issuers that are controlled by the HLS Fund and that are engaged in the same or similar trades or businesses or related trades or businesses, or of one or more qualified publicly traded partnerships.
Each Fund generally will endeavor to distribute (or treat as deemed distributed) to its shareholders all of its investment company taxable income and its net capital gain, if any, for each taxable year so that it will not incur federal income or excise taxes on its earnings.
Unless seed capital exceeds the amounts specified in the Internal Revenue Code, the HLS Funds should not be subject to the 4% federal excise tax imposed on regulated investment companies that do not distribute substantially all their income and gains each calendar year, if the HLS Funds only shareholders are segregated asset accounts of life insurance companies supporting variable life insurance contracts or variable annuity contracts, certain qualified retirement plans and certain tax-exempt entities. If the HLS Funds are subject to the 4% federal excise tax, each Fund generally must distribute in a timely manner the sum of (1) 98% of its ordinary income for each calendar year, (2) 98.2% of its capital gain net income for the one-year period ending October 31 in that calendar year, and (3) any income not distributed in prior years (the excise tax avoidance requirements).
Each of the HLS Funds also intends to comply with Section 817(h) of the Code and the regulations issued thereunder, which impose certain investment diversification requirements on life insurance companies separate accounts that are used to support variable life insurance contracts and variable annuity contracts. Such separate accounts may meet these requirements by investing solely in the shares of a mutual fund registered under the 1940 Act as an open-end management investment company such as the HLS Funds which meets certain additional requirements. These requirements are in addition to the diversification requirements of subchapter M and of the 1940 Act, and may affect the securities in which an HLS Fund may invest. In order to comply with future requirements of Section 817(h) (or related provisions of the Code), an HLS Fund may be required, for example, to alter its investment objectives. In addition, certain HLS Fund shares may also be sold to tax-qualified plans pursuant to an exemptive order and applicable tax laws. If HLS Fund shares are sold to non-qualified plans, or to tax-qualified plans that later lose their tax-qualified status, the affected HLS Funds may fail the diversification requirements of Section 817(h) of the Code, which could have adverse tax consequences for contract owners with premiums allocated to the affected HLS Funds.
The 817(h) requirements place certain limitations on the percentage of assets of each separate account (or underlying mutual fund) that may be invested in securities of a single issuer. These limitations apply to how much of each HLS Funds assets may be invested in securities of a single issuer. Specifically, the regulations provide that, except as permitted by a safe harbor described below, as of the end of each calendar quarter, or within 30 days thereafter:
no more than 55% of an HLS Funds total assets may be represented by any one investment;
no more than 70% by any two investments;
no more than 80% by any three investments; and
no more than 90% by any four investments.
Section 817(h) provides, as a safe harbor, that a separate account will be treated as being adequately diversified if the diversification requirements under Subchapter M are satisfied and no more than 55% of the value of the accounts total assets are cash and cash items, government securities, and securities of other regulated investment companies. For purposes of Section 817(h), all securities of the same issuer, all interests in the same real property project, and all interests in the same commodity are
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treated as a single investment. In addition, each U.S. Government agency or instrumentality is treated as a separate issuer, while the securities of a particular foreign government and its agencies, instrumentalities, and political subdivisions are considered securities issued by the same issuer.
Investment income received from sources within foreign countries, or capital gains earned by an HLS Fund from investing in securities of foreign issuers, may be subject to foreign income taxes withheld at the source. In this regard, withholding tax rates in countries with which the United States does not have a tax treaty are often as high as 35% or more. The United States has entered into tax treaties with many foreign countries that may entitle the HLS Funds to a reduced rate of tax or exemption from tax on this related income and gains. The effective rate of foreign tax cannot be determined at this time since the amount of these HLS Funds assets to be invested within various countries is not now known. The Companies intend that the HLS Funds will seek to operate so as to qualify for treaty-reduced rates of tax when applicable. Owners of variable life insurance and variable annuity contracts investing in such an HLS Fund bear the costs of any foreign tax, but are not able to claim a foreign tax credit or deduction for these foreign taxes.
Any gains derived from short sales will generally be taxed as short-term capital gains that would be taxed to shareholders on distributions as ordinary income.
An HLS Funds transactions in options contracts and futures contracts are subject to special provisions of the Code that, among other things, may affect the character of gains and losses realized by the HLS Fund (that is, may affect whether gains or losses are ordinary or capital), accelerate recognition of income to the HLS Fund and defer losses of the HLS Fund. These rules: (1) could affect the character, amount and timing of distributions to shareholders of the HLS Fund, (2) could require such an HLS Fund to mark to market certain types of the positions in its portfolio (that is, treat them as if they were closed out), and (3) may cause the HLS Fund to recognize income without receiving cash with which to make distributions in amounts necessary to satisfy the distribution requirements for avoiding income and excise taxes described above. The Companies seek to monitor transactions of each HLS Fund, seek to make the appropriate tax elections on behalf of the HLS Fund and seek to make the appropriate entries in the HLS Funds books and records when the HLS Fund acquires any option, futures contract or hedged investment, to mitigate the effect of these rules.
If for any taxable year an HLS Fund fails to qualify as a regulated investment company, all of its taxable income becomes subject to federal, and possibly state and local, income tax at the regular corporate rates (without any deduction for distributions to its shareholders). In addition, if for any taxable year an HLS Fund fails to qualify as a regulated investment company, owners of variable life insurance contracts and variable annuity contracts who have indirectly invested in the HLS Fund might be taxed currently on the investment earnings under their contracts and thereby lose the benefit of tax deferral. Likewise, if an HLS Fund fails to comply with the diversification requirements of section 817(h) of the Code and the regulations thereunder, owners of variable life insurance contracts and variable annuity contracts who have indirectly invested in the HLS Fund would be taxed on the investment earnings under their contracts and thereby lose the benefit of tax deferral. Accordingly, compliance with the above rules is carefully monitored by the HLS Funds investment adviser and each HLS Fund intends to comply with these rules as they exist or as they may be modified from time to time. Compliance with the tax requirements described above may result in lower total return for an HLS Fund than would otherwise be the case, since, to comply with the above rules, the investments utilized (and the time at which such investments are entered into and closed out) may be different from what the HLS Funds investment sub-adviser might otherwise select.
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As of December 31, 2012, the following HLS Funds have capital loss carryforwards as indicated below. Each such HLS Funds capital loss carryover is available to offset the HLS Funds future realized capital gains to the extent provided in the Code and regulations thereunder. For net capital losses arising in taxable years beginning after December 22, 2010, net capital losses generally will be carried forward indefinitely. Capital losses from prior years will still expire subject to an eight-year limitation period. Generally, net capital losses arising in years beginning prior to December 22, 2010 will be used after net capital losses arising in years beginning after December 22, 2010, so that the HLS Funds may have more losses from the earlier periods expire unused. [TO BE UPDATED]
HLS Fund Name
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Amount
(in thousands)
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Expiration Dates:
December 31,
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Balanced HLS Fund
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Balanced HLS Fund
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Capital Appreciation HLS Fund
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Disciplined Equity HLS Fund
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Disciplined Equity HLS Fund
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Dividend and Growth HLS Fund
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Global Growth HLS Fund
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Global Growth HLS Fund
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Global Research HLS Fund
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Growth HLS Fund
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Growth Opportunities HLS Fund
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Growth Opportunities HLS Fund
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Healthcare HLS Fund
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High Yield HLS Fund
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Index HLS
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International Opportunities HLS Fund
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International Opportunities HLS Fund
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International Opportunities HLS Fund
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MidCap HLS Fund
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MidCap Value HLS Fund
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MidCap Value HLS Fund
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Small Company HLS Fund
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SmallCap Growth HLS Fund
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Stock HLS Fund
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Stock HLS Fund
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Total Return Bond HLS Fund
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U.S. Government Securities HLS Fund
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U.S. Government Securities HLS Fund
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U.S. Government Securities HLS Fund
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U.S. Government Securities HLS Fund
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U.S. Government Securities HLS Fund
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Value HLS Fund
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Value HLS Fund
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Value HLS Fund
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If an HLS Fund acquires stock in certain foreign corporations that receive at least 75% of their annual gross income from passive sources (such as interest, dividends, rents, royalties or capital gain) or hold at least 50% of their total assets in investments producing such passive income (passive foreign investment companies), that HLS Fund could be subject to federal income tax and additional interest charges on excess distributions received from such companies or gain from the sale of stock in such companies, even if all income or gain actually received by the HLS Fund is timely distributed to its shareholders. The HLS Fund would not be able to pass through to its shareholders any credit or deduction for such a tax. As a result, owners of variable life insurance contracts and variable annuity contracts investing in such HLS Funds would bear the cost of these taxes and interest charges. Certain elections may, if available, ameliorate these adverse tax consequences, but any such election requires the applicable HLS Fund to recognize taxable income or gain without the concurrent receipt of cash. Any HLS Fund may limit and/or manage its holdings in passive foreign investment companies to minimize its tax liability.
Foreign exchange gains and losses realized by an HLS Fund in connection with certain transactions involving non-dollar debt securities, certain foreign currency futures contracts, foreign currency option contracts, foreign currency forward contracts, foreign currencies, or payables or receivables denominated in a foreign currency are subject to Code provisions which generally treat such gains and losses as ordinary income and losses and may affect the amount, timing and character of distributions to shareholders. Any such transactions that are not directly related to an HLS Funds investment in securities (possibly including speculative currency positions or currency derivatives not used for hedging purposes) could, under future Treasury regulations, produce income not among the types of qualifying income from which the HLS Fund must derive at least 90% of its annual gross income.
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Pay-in-kind instruments (PIKs) are securities that pay interest in either cash or additional securities, at the issuers option, for a specified period. PIKs, like zero-coupon bonds, are designed to give an issuer flexibility in managing cash flow. PIK bonds can be either senior or subordinated debt and trade flat (i.e., without accrued interest). The price of PIK bonds is expected to reflect the market value of the underlying debt plus an amount representing accrued interest since the last payment. PIKs are usually less volatile than zero-coupon bonds, but more volatile than cash pay securities.
Each HLS Fund that invests in certain PIKs, zero coupon securities or certain deferred interest securities (and, in general, any other securities with original issue discount or with market discount if the HLS Fund elects to include market discount in current income) must accrue income on such investments prior to the receipt of the corresponding cash. However, because an HLS Fund must meet the 90% distribution requirement to qualify as a regulated investment company, it may have to dispose of its portfolio investments under disadvantageous circumstances to generate cash, or may have to leverage itself by borrowing the cash, to satisfy the applicable distribution requirements.
The federal income tax rules applicable to interest rate swaps, caps and floors are unclear in certain respects, and an HLS Fund may be required to account for these transactions in a manner that, in certain circumstances, may limit the degree to which it may utilize these transactions.
Investor Taxation
Under current law, owners of variable life insurance contracts and variable annuity contracts and employee benefit plan participants who are indirectly invested in an HLS Fund generally are not subject to federal income tax on HLS Fund earnings or distributions or on gains realized upon the sale or redemption of HLS Fund shares until they are withdrawn from the contract or plan.
For information concerning the federal income tax consequences to the owners of variable life insurance contracts and variable annuity contracts, see the prospectuses for such contracts. For information concerning the federal income tax consequences to plan participants, see the summary plan description or contact your plan administrator.
CUSTODIAN
Portfolio securities of each HLS Fund are held pursuant to a separate Master Custody Contract between each Company and JP Morgan Chase Bank, N.A., 4 New York Plaza, Floor 12, New York, NY, 10004-2413. Portfolio securities of certain HLS Funds are held pursuant to a separate Custodian Agreement between the Company and State Street Bank and Trust Company, 500 Pennsylvania Avenue, Kansas City, Missouri 64105.
TRANSFER AGENT
Hartford Administrative Services Company, (HASCO), 500 Bielenberg Drive, Woodbury, Minnesota 55125, an affiliate of HFMC, serves as Transfer and Dividend Disbursing Agent for the HLS Funds. The transfer agent issues and redeems shares of the HLS Funds and disburses any dividends declared by the HLS Funds. For its services, the transfer agent is reimbursed for out-of-pocket expenses and other costs associated with the services it provides to the HLS Funds, including costs invoiced by sub-contractors. HFMC and its affiliates may pay, out of their own assets, compensation to third-party administrators for recordkeeping and other administrative services.
DISTRIBUTOR
Hartford Investment Financial Services, LLC, 100 Matsonford Rd., Radnor, Pennsylvania, 19087, an affiliate of HFMC, acts as the HLS Funds distributor.
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
served as the Companies Independent Registered Public Accounting Firm for the fiscal year ended December 31, 2012. is principally located at .
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OTHER INFORMATION
The Hartford Index HLS Fund uses the Standard & Poors 500 Index as its benchmark. Standard & Poors®, S&P®, S&P 500®, Standard & Poors 500, and 500 are trademarks of The McGraw-Hill Companies, Inc. and have been licensed for use by Hartford Life Insurance Company. The Fund is not sponsored, endorsed, sold or promoted by S&P. S&P makes no representation or warranty, express or implied, to the shareholders of the Fund regarding the advisability of investing in securities generally or in the Fund particularly or the ability of the S&P 500 Index to track general stock market performance. S&Ps only relationship to Hartford Life Insurance Company is the licensing of certain trademarks and trade names of S&P and of the S&P 500 Index which is determined, composed and calculated by S&P without regard to the Fund or Hartford Life Insurance Company. S&P has no obligation to take the needs of the Fund or its shareholders, or Hartford Life Insurance Company, into consideration in determining, composing or calculating the S&P 500 Index. S&P is not responsible for and has not participated in the determination of the net asset value of the Fund or the timing of the issuance or sale of shares in the Fund. S&P has no obligation or liability in connection with the administration, marketing or trading of the Fund.
In addition, S&P does not guarantee the accuracy and/or the completeness of the S&P 500 Index or any data included therein and S&P shall have no liability for any errors, omissions, or interruptions therein. S&P makes no warranty, express or implied, as to results to be obtained by the Fund, its shareholders or any other person or entity from the use of the S&P 500 Index or any data included therein. S&P makes no express or implied warranties, and expressly disclaims all warranties of merchantability or fitness for a particular purpose or use with respect to the S&P 500 Index or any data included therein. Without limiting any of the foregoing, in no event shall S&P have any liability for any special, punitive, indirect, or consequential damages (including lost profits), even if notified of the possibility of such damages.
CODE OF ETHICS
Each HLS Fund, HFMC, Hartford Investment Financial Services, LLC. and each sub-adviser have each adopted a code of ethics designed to protect the interests of each HLS Funds shareholders. Under each code of ethics, investment personnel are permitted to trade securities for their own account, including securities that may be purchased or held by an HLS Fund, subject to certain restrictions. Each code of ethics has been filed with the SEC and may be viewed by the public.
FINANCIAL STATEMENTS
Each HLS Funds audited financial statements for the fiscal year ended December 31, 2012, together with the notes thereto, and the report of , the Companies Independent Registered Public Accounting Firm, are incorporated by reference from each Companys Annual Report for the fiscal year ended December 31, 2012 into this SAI (meaning such documents are legally a part of this SAI) and are on file with the SEC.
The Companies Annual Reports are available without charge by calling the Funds at 1-800-862-6668 or by visiting the Funds website at www.hlsfunds.com/prospectus or on the SECs website at www.sec.gov.
PROXY VOTING POLICIES AND PROCEDURES
The Boards of Directors believe that the voting of proxies with respect to securities held by each HLS Fund is an important element of the overall investment process. Pursuant to the HLS Funds Policy Related to Proxy Voting, as approved by the Boards of Directors of the Companies, HFMC has delegated to the applicable sub-adviser the authority to vote all proxies relating to each sub-advised HLS Funds portfolio securities. Each sub-advisers exercise of this delegated proxy voting authority is subject to oversight by the HLS Funds investment manager. Each sub-adviser has a duty to vote or not vote such proxies in the best interests of the HLS Fund it sub-advises and its shareholders, and to avoid the influence of conflicts of interest.
The policies and procedures used by each sub-adviser to determine how to vote certain proxies relating to portfolio securities are described below. In addition to a summary description of such policies and procedures, included below are descriptions of how such policies and procedures apply to various topics. However, the following are descriptions only and more complete information should be obtained by reviewing each sub-advisers policies and procedures as well as the HLS Funds voting records. For a complete copy of each sub-advisers proxy voting policies and procedures, as well as any separate guidelines it utilizes, please refer to www.hartfordinvestor.com. Information on how the HLS Funds voted proxies relating to portfolio securities during the most recent twelve-month period ended June 30 is available (1) without charge, upon request, by calling 1-888-843-7824 and (2) on the SECs website at www.sec.gov.
If a security has not been restricted from securities lending and the security is on loan over a record date, the Funds sub-adviser may not be able to vote any proxies for that security. For more information about the impact of lending securities on proxy voting, see Lending Portfolio Securities.
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Hartford Investment Management Company
The HLS Funds for which Hartford Investment Management Company (Hartford Investment Management) serves as sub-adviser have granted to Hartford Investment Management the authority to vote proxies on their behalf with respect to the assets it manages. The goal of Hartford Investment Management is to vote proxies in what it believes are the best economic interests of its clients, free from conflicts of interest. The Proxy Voting Committee of Hartford Investment Management has determined that this goal is best achieved by retaining the services of Glass Lewis & Co., LLC, an independent research firm that provides proxy voting services to more than 100 institutional clients and has developed best practices in corporate governance consistent with the best interest of investors (Glass Lewis).
In general, all proxies received from issuers of securities held in client accounts are referred to Glass Lewis for its analysis and recommendation as to each matter being submitted for a vote. Glass Lewis reviews such proxy proposals and makes voting recommendations in accordance with its proxy voting guidelines. These guidelines address a wide variety of topics, including among others, shareholder voting rights, anti-takeover defenses, board structures, the election of directors, executive and director compensation, reorganizations, mergers and various shareholder proposals. Hartford Investment Management has concluded that the Glass Lewis guidelines are substantially in accord with Hartford Investment Managements own philosophy regarding appropriate corporate governance and conduct. In most cases, securities will be voted in accordance with Glass Lewis voting recommendations, but Hartford Investment Management may deviate from Glass Lewiss recommendations on specific proxy proposals. To ensure that no voting decision is influenced by a conflict of interest, a portfolio manager who intends to vote contrary to a Glass Lewis recommendation must notify Hartford Investment Managements Proxy Committee of such intent, and obtain its approval before voting.
The Proxy Voting Committee evaluates the performance of Glass Lewis at least annually.
Hartford Investment Management votes proxies solicited by an affiliated investment company in the same proportion as the vote of the investment companys other shareholders (sometimes called mirror or echo voting).
Material Conflict of Interest Identification and Resolution Processes
The use of Glass Lewis minimizes the number of potential conflicts of interest Hartford Investment Management faces in voting proxies, but Hartford Investment Management does maintain procedures designed to identify and address those conflicts that do arise. Proxy votes with respect to which an apparent conflict of interest is identified are referred to the Proxy Committee to resolve. Any Proxy Committee member who is himself or herself subject to the identified conflict will not participate in the Proxy Committees vote on the matter in question. Investment Compliance will record and maintain minutes for the Proxy Committee meetings to document the factors that were considered to evidence that there was a reasonable basis for the Proxy Committees decision. Potential conflicts of interest may include:
·
The issuer that is soliciting Hartford Investment Managements proxy vote is also a client of Hartford Investment Management or an affiliate;
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A Hartford Investment Management employee has acquired non-public information about an issuer that is soliciting proxies;
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A Hartford Investment Management employee has a business or personal relationship with, or financial interest in, the issuer or officer or Board member of the issuer; or
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A Hartford Investment Management employee is contacted by management or board member of a company regarding an upcoming proxy vote.
Situations in which Hartford Investment Management might not vote a proxy
It may not be possible to cast an informed vote in certain circumstances due to lack of information in the proxy statement. Hartford Investment Management and/or Glass Lewis may abstain from voting in those instances. Proxy materials not being delivered in a timely fashion also may prevent analysis or entry of a vote by voting deadlines. In some cases Hartford Investment Management may determine that it is in the best economic interests of its clients not to vote certain proxies. For example, Hartford Investment Management generally does not vote proxies of issuers subject to shareblocking provisions or in jurisdictions that impose restrictions upon selling shares after proxies are voted. Similarly, votes are generally not cast in those foreign jurisdictions which require that a power of attorney be filed. Mutual fund and third party client accounts may have a securities lending program. In such a case, Hartford Investment Management may be unable to vote proxies when the underlying securities have been loaned (loan termination is often the only way to vote proxies on the loaned securities). In general, Hartford Investment Management does not know when securities have been loaned.
Glass Lewis Proxy Voting Guidelines Summary
Anti-Takeover Measures
Poison Pills (Shareholder Rights Plans
).
Typically Glass Lewis recommends that shareholders vote against these plans to protect their financial interests and ensure that they have an opportunity to consider any offer for their shares, especially those at a premium. In certain limited circumstances, Glass Lewis will support a limited poison pill to accomplish a particular objective, such as the closing of an important merger, or a pill that contains what Glass Lewis believes to be a reasonable qualifying offer clause.
Right of Shareholders to Call a Special Meeting.
In order to prevent abuse and waste of corporate resources by a minority of shareholders, Glass Lewis believes this right should be limited to holders representing a minimum of 10-15% of the issued shares.
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Advance Notice Requirements for Shareholder Ballot Proposals.
Glass Lewis typically recommends that shareholders vote against these proposals.
Cumulative Voting.
Glass Lewis reviews these proposals on a case-by-case basis, factoring in the independence of the board and the status of the companys governance structure. However, Glass Lewis typically finds that these proposals are on ballots at companies where independence is lacking and where the appropriate checks and balances that favor shareholders are not in place. In those instances Glass Lewis typically recommends in favor of cumulative voting.
Supermajority Vote Requirements.
Glass Lewis believes that supermajority vote requirements impede shareholder action on ballot items critical to shareholder interests.
Election of Directors
Voting Recommendation on the Basis of Independence:
Glass Lewis looks at each director nominee and examines the directors relationships with the company, the companys executives and other directors. Glass Lewis does this to find personal, familial, or financial relationships (not including director compensation) that may impact the directors decisions. Glass Lewis believes that such relationships makes it difficult for a director to put shareholders interests above the directors or the related partys interests. Glass Lewis also believes that a director who owns more than 20% of a company can exert disproportionate influence on the board and, in particular, the audit committee.
In general, Glass Lewis believes a board will be most effective in protecting shareholders interests if it is at least two-thirds independent. In the event that more than one third of the members are affiliated or inside directors, Glass Lewis typically(1)
recommends withholding votes from some of the inside and/or affiliated directors in order to satisfy the two-thirds threshold.
Glass Lewis believes that
only
independent directors should serve on a companys audit, compensation, nominating and governance committees.(2) Glass Lewis typically recommends that shareholders withhold their votes for any affiliated or inside director seeking appointment to an audit, compensation, nominating or governance committee, or who has served in that capacity in the past year.
Voting Recommendation on the Basis of Performance
: Glass Lewis disfavors directors who have a record of not fulfilling their responsibilities to shareholders at any company where they have held a board or executive position. See full guidelines for criteria.
Voting Recommendation on the Basis of Experience:
Glass Lewis typically recommends that shareholders withhold votes from directors who have served on boards or as executives of companies with records of poor performance, overcompensation, audit- or accounting-related issues and/or other indicators of mismanagement or actions against the interests of shareholders.
Voting Recommendation on the Basis of Other Considerations:
Glass Lewis recommends shareholders withhold votes from certain types of affiliated or inside directors under nearly all circumstances.
Appointment of Auditors
Glass Lewis generally supports managements choice of auditor except when Glass Lewis believes the auditors independent or audit integrity has been compromised. Where a board has not allowed shareholders to review and ratify an auditor, Glass Lewis typically recommends withholding votes from the audit committee chairman. When there have been material restatements of annual financial statements or material weakness in internal controls, Glass Lewis usually recommends withholding votes from the entire committee.
Glass Lewis typically supports audit-related proposals regarding mandatory auditor rotation when the proposal uses a reasonable period of time (usually not less than 5-7 years).
Changes to Capital Structure
When analyzing a request for additional shares, Glass Lewis typically reviews four common reasons why a company might need additional capital stock beyond what is currently available:
·
Stock Split Glass Lewis typically considers three metrics when evaluating whether Glass Lewis thinks a stock split is likely or necessary: the historical stock pre-split price, if any; the current price relative to the Companys most common trading price over the past 52 weeks; and some absolute limits on stock price that in Glass Lewis view either always make a stock split appropriate if desired by management or would almost never be a reasonable price at which to split a stock.
·
Shareholder Defenses Additional authorized shares could be used to bolster takeover defenses such as a poison pill. Proxy filings often discuss the usefulness of additional shares in defending against or discouraging a hostile takeover as a
(1) In the case of a staggered board, if the affiliates or insiders that we believe should not be on the board are not standing for election, Glass Lewis will express its concern regarding those directors, but Glass Lewis will not recommend withholding from the affiliates or insiders who are up for election just to achieve two-thirds
independence.
(2) Glass Lewis will recommend withholding votes from any member of the audit committee who owns 20% or more of the companys stock, and Glass Lewis believes that there should be a maximum of one director (or no directors if the committee is comprised of less than three directors) who owns 20% or more of the companys stock on the compensation, nominating and governance committees.
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reason for a requested increase. Glass Lewis is typically against such defenses and will oppose actions intended to bolster such defenses.
·
Financing for Acquisitions Glass Lewis looks at whether the company has a history of using stock for acquisitions and attempts to determine what levels of stock have typically been required to accomplish such transactions. Likewise, Glass Lewis looks to see whether this is discussed as a reason for additional shares in the proxy.
·
Financing for Operations Glass Lewis reviews the companys cash position and its ability to secure financing through borrowing or other means. Glass Lewis looks at the companys history of capitalization and whether the company has had to use stock in the recent past as a means of raising capital.
Issuing additional shares can dilute existing holders in limited circumstances. Further, the availability of additional shares, where the board has discretion to implement a poison pill, can often serve as a deterrent to interested suitors. Accordingly, where Glass Lewis finds that the company has not detailed a plan for use of the proposed shares, or where the number of shares far exceeds those needed to accomplish a detailed plan, Glass Lewis typically recommends against the authorization of additional shares. While Glass Lewis thinks that having adequate shares to allow management to make quick decisions and effectively operate the business is critical, Glass Lewis prefers that, for significant transactions, management come to shareholders to justify their use of additional shares rather than providing a blank check in the form of a large pool of unallocated shares available for any purpose.
Equity Based Compensation Plans
Glass Lewis evaluates option- and other equity-based compensation plans using a detailed model and analyst review. Glass Lewis believes that equity compensation awards are useful, when not abused, for retaining employees and providing an incentive for them to act in a way that will improve company performance.
Glass Lewis analysis is quantitative and focused on the plans cost as compared with the businesss operating metrics. Glass Lewis runs twenty different analyses, comparing the program with absolute limits Glass Lewis believes are key to equity value creation and with a carefully chosen peer group. In general, Glass Lewis model seeks to determine whether the proposed plan is either absolutely excessive or is more than one standard deviation away from the average plan for the peer group on a range of criteria, including dilution to shareholders and the projected annual cost relative to the companys financial performance. Each of the twenty analyses (and their constituent parts) is weighted and the plan is scored in accordance with that weight.
Option Exchanges.
Glass Lewis views option repricing plans and option exchange programs with great skepticism. Shareholders have substantial risk in owning stock and, as a general matter, Glass Lewis believes that the employees, officers and directors who receive stock options should be similarly situated to align their interests with shareholder interests.
Performance Based Options.
Glass Lewis believes in performance-based equity compensation plans for senior executives. Glass Lewis feels that executives should be compensated with equity when their performance and the companys performance warrants such rewards. While Glass Lewis does not believe that equity-based compensation plans for all employees should be based on overall company performance, Glass Lewis does support such limitations for equity grants to senior executives (although some equity-based compensation of senior executives without performance criteria is acceptable, such as in the case of moderate incentive grants made in an initial offer of employment or in emerging industries). Glass Lewis generally recommends that shareholders vote in favor of performance-based option requirements.
Linking Pay with Performance.
Glass Lewis strongly believes executive compensation should be linked directly with the performance of the business the executive is charged with managing. Glass Lewis has a proprietary pay-for-performance model that evaluates compensation of the top five executives at every company in the Russell 3000. Glass Lewis model benchmarks the these executives pay against their performance using three peer groups for each company: an industry peer group, a smaller sector peer group and a geographic peer group. Using a forced curve and a school letter-grade system, Glass Lewis ranks companies according to their pay-for-performance. Glass Lewis uses this analysis to inform Glass Lewis voting decisions on each of the compensation issues that arise on the ballot. Likewise, Glass Lewis uses this analysis in Glass Lewis evaluation of the compensation committees performance.
162(m) Plans.
Section 162(m) of the Internal Revenue Code allows companies to deduct compensation in excess of $1 million for the CEO and the next four most highly compensated executive officers upon shareholder approval of the excess compensation. Glass Lewis recognizes the value of executive incentive programs and the tax benefit of shareholder-approved incentive plans. Glass Lewis believes the best practice for companies is to provide reasonable disclosure to shareholders so that they can make sound judgments about the reasonableness of the proposed compensation plan. To allow for meaningful shareholder review, Glass Lewis prefers that these proposals include: specific performance goals, a maximum award pool and a maximum award amount per employee. Glass Lewis also believes it is important to analyze the estimated grants to see if they are reasonable and in line with the companys peers. Glass Lewis typically recommends against a 162(m) plan where: a company fails to provide at least a list of performance targets; a company fails to provide one of either a total pool or an individual maximum; or the proposed plan is excessive when compared with the plans of the companys peers. However, where a company has a record of reasonable pay relative to business performance, Glass Lewis is not typically inclined to recommend against a plan even if the plan caps seem large relative to peers because they recognize the value in special pay arrangements for continued exceptional performance.
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Director Compensation Plans.
Glass Lewis believes that non-employee directors should receive compensation for the time and effort they spend serving on the board and its committees. In particular, Glass Lewis supports compensation plans that include option grants or other equity-based awards, which help to align the interests of outside directors with those of shareholders. Director fees should be competitive in order to retain and attract qualified individuals. However, excessive fees represent a financial cost to the company and threaten to compromise the objectivity and independence of non-employee directors. Therefore, a balance is required.
Limits on Executive Compensation.
As a general rule, Glass Lewis believes shareholders should not be directly involved in setting executive compensation. Such matters should be left to the compensation committee. Glass Lewis views the election of compensation committee members as the appropriate mechanism for shareholders to express their disapproval or support of board policy on executive pay. Further, Glass Lewis believes that companies whose pay-for-performance is in line with its peers should be able to compensate their executives in a manner that drives growth and profit without destroying ethical values, giving consideration to their peers comparable size and performance. However, Glass Lewis favors performance-based compensation as an effective means of motivating executives to act in the best interests of shareholders. Performance-based compensation may be limited if CEO pay is capped at a low level rather than flexibly tied to company performance.
Limits on Executive Stock Options.
Glass Lewis typically recommends that Glass Lewis clients oppose caps on executive stock options.
Linking Pay to Social Criteria.
Glass Lewis believes that ethical behavior is an important part of executive performance and should be taken into account when evaluating performance and determining compensation. Glass Lewis also believes, however, that the compensation committee is in the best position to set policy on management compensation. Shareholders can hold the compensation committee accountable for pay awarded.
Full Disclosure of Executive Compensation.
Glass Lewis believes that complete, timely and transparent disclosure of executive pay is critical to allowing shareholders to evaluate the extent to which the pay is keeping pace with company performance. However, Glass Lewis is concerned when a proposal goes too far in the level of detail that it requests for executives other than the most high-ranking leaders of the company. While Glass Lewis is in favor of full disclosure for senior executives and Glass Lewis views pay disclosure at the aggregate level (e.g., the number of employees being paid over a certain amount or in certain categories) as potentially very useful, Glass Lewis does not believe that shareholders need or will benefit from detailed reports about individual management employees other than the most senior executives.
Social and Corporate Responsibility
Glass Lewis believes that disclosure regarding how a company uses its funds is an important component of corporate accountability to shareholders. Some campaign contributions are heavily regulated by federal, state and local laws. Most jurisdictions have detailed disclosure laws so that information on some contributions is publicly available. Other than where a company does not adequately disclose information about its contributions to shareholders or where a company has a history of abuse in the donation process, Glass Lewis believes that the mechanism for disclosure and the standards for giving are best left to the board. However, Glass Lewis will consider supporting shareholder proposals seeking greater disclosures of political giving in cases where additional company disclosure is nonexistent or limited and there is some evidence or credible allegation that the company is mismanaging corporate funds through political donations or has a record of doing so.
In general, Glass Lewis believes that labor and human resource policies are typically best left to management and the board, absent a showing of egregious or illegal conduct that might threaten shareholder value. It is Glass Lewis opinion that management is in the best position to determine appropriate practices in the context of its business. Glass Lewis will hold directors accountable for company decisions related to labor and employment problems. However, in situations where there is clear evidence of practices resulting in significant economic exposure to the company, Glass Lewis will support shareholders proposals that seek to address labor policies.
Non-Discrimination Policies.
Glass Lewis believes that human resource policies are best left to management and the board, absent a showing of egregious or illegal conduct that might threaten shareholder value. Management is in the best position to determine which policies will promote the interests of the firm across its various businesses.
Military and US Government Business Policies.
Glass Lewis believes that disclosure to shareholders of information on key company endeavors is important. However, Glass Lewis generally does not support resolutions that call for shareholder approval of policy statements for or against government programs that are subject to thorough review by the Federal Government and elected officials at the national level.
Foreign Government Business Policies.
Glass Lewis believes that business policies regarding foreign operations are best left to management and the board, absent a showing of egregious or illegal conduct that might threaten shareholder value. Glass Lewis believes that shareholders should hold board members accountable for these issues when they face re-election.
Environmental Policies.
Glass Lewis believes that when management and the board have displayed disregard for environmental risks, have engaged in egregious or illegal conduct, or have failed to adequately respond to current or imminent environmental risks that threaten shareholder value, shareholders should hold directors accountable when they face reelection. Glass Lewis believes that part of the boards role is to ensure that management conducts a complete risk analysis of company operations, including those that have environmental implications, and that directors should monitor managements performance in mitigating the environmental risks attendant with relevant operations in order to eliminate or minimize the risks to the company and shareholders. Glass Lewis may recommend that votes be withheld from responsible members of the governance committee
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when a substantial environmental risk has been ignored or inadequately addressed, and may in some cases recommend that votes be withheld from all directors who were on the board when the substantial risk arose, was ignored or was not mitigated.
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Wellington Management Company, LLP
Global Proxy Policy and Procedures
Introduction
Wellington Management Company, LLP (Wellington Management) has adopted and implemented policies and procedures that it believes are reasonably designed to ensure that proxies are voted in the best economic interests of its clients around the world.
Wellington Managements Proxy Voting Guidelines (the Guidelines), which are incorporated by reference to these Global Proxy Policy and Procedures, set forth the sets of guidelines that Wellington Management uses in voting specific proposals presented by the boards of directors or shareholders of companies whose securities are held in client portfolios for which Wellington Management has voting discretion. While the Guidelines set forth general sets of guidelines for voting proxies, it should be noted that these are guidelines and not rigid rules. Many of the Guidelines are accompanied by explanatory language that describes criteria that may affect our vote decision. The criteria as described are to be read as part of the guideline, and votes cast according to the criteria will be considered within guidelines. In some circumstances, the merits of a particular proposal may cause us to enter a vote that differs from the Guidelines.
Statement of Policy
As a matter of policy, Wellington Management:
1.
Takes responsibility for voting client proxies only upon a clients written request.
2.
Votes all proxies in the best interests of its clients as shareholders,
i.e.,
to maximize economic value.
3.
Develops and maintains broad guidelines setting out positions on common proxy issues, but also considers each proposal in the context of the issuer, industry, and country or countries in which its business is conducted.
4.
Evaluates all factors it deems relevant when considering a vote, and may determine in certain instances that it is in the best interest of one or more clients to refrain from voting a given proxy ballot.
5.
Identifies and resolves all material proxy-related conflicts of interest between the firm and its clients in the best interests of the client.
6.
Believes that sound corporate governance practices can enhance shareholder value and therefore encourages consideration of an issuers corporate governance as part of the investment process.
7.
Believes that proxy voting is a valuable tool that can be used to promote sound corporate governance to the ultimate benefit of the client as shareholder.
8.
Provides all clients, upon request, with copies of these
Global Proxy Policy and Procedures
, the Guidelines, and related reports, with such frequency as required to fulfill obligations under applicable law or as reasonably requested by clients.
9.
Reviews regularly the voting record to ensure that proxies are voted in accordance with these
Global Proxy Policy and Procedures
and the Guidelines; and ensures that procedures, documentation, and reports relating to the voting of proxies are promptly and properly prepared and disseminated.
Responsibility and Oversight
Wellington Management has a Corporate Governance Committee, established by action of the firms Executive Committee, that is responsible for the review and approval of the firms written Global Proxy Policy and Procedures and the Guidelines, and for providing advice and guidance on specific proxy votes for individual issuers. The firms Legal and Compliance Group monitors regulatory requirements with respect to proxy voting on a global basis and works with the Corporate Governance Committee to develop policies that implement those requirements. Day-to-day administration of the proxy voting process at Wellington Management is the responsibility of the Global Research Services Group. In addition, the Global Research Services Group acts as a resource for portfolio managers and research analysts on proxy matters, as needed.
Statement of Procedures
Wellington Management has in place certain procedures for implementing its proxy voting policy.
General Proxy Voting
Authorization to Vote
Wellington Management will vote only those proxies for which its clients have affirmatively delegated proxy-voting authority.
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Receipt of Proxy
Proxy materials from an issuer or its information agent are forwarded to registered owners of record, typically the clients custodian bank. If a client requests that Wellington Management votes proxies on its behalf, the client must instruct its custodian bank to deliver all relevant voting material to Wellington Management or its voting agent. Wellington Management, or its voting agent, may receive this voting information by mail, fax, or other electronic means.
Reconciliation
To the extent reasonably practicable, each public security proxy received by electronic means is matched to the securities eligible to be voted and a reminder is sent to any custodian or trustee that has not forwarded the proxies as due. Although proxies received for private securities, as well as those received in non-electronic format, are voted as received, Wellington Management is not able to reconcile these proxies to holdings, nor does it notify custodians of non-receipt.
Research
In addition to proprietary investment research undertaken by Wellington Management investment professionals, the firm conducts proxy research internally, and uses the resources of a number of external sources to keep abreast of developments in corporate governance around the world and of current practices of specific companies.
Proxy Voting
Following the reconciliation process, each proxy is compared against the Guidelines, and handled as follows:
·
Generally, issues for which explicit proxy voting guidance is provided in the Guidelines (
i.e.,
For, Against, Abstain) are reviewed by the Global Research Services Group and voted in accordance with the Guidelines.
·
Issues identified as case-by-case in the Guidelines are further reviewed by the Global Research Services Group. In certain circumstances, further input is needed, so the issues are forwarded to the relevant research analyst and/or portfolio manager(s) for their input.
·
Absent a material conflict of interest, the portfolio manager has the authority to decide the final vote. Different portfolio managers holding the same securities may arrive at different voting conclusions for their clients proxies.
Material Conflict of Interest Identification and Resolution Processes
Wellington Managements broadly diversified client base and functional lines of responsibility serve to minimize the number of, but not prevent, material conflicts of interest it faces in voting proxies. Annually, the Corporate Governance Committee sets standards for identifying material conflicts based on client, vendor, and lender relationships, and publishes those standards to individuals involved in the proxy voting process. In addition, the Corporate Governance Committee encourages all personnel to contact the Global Research Services Group about apparent conflicts of interest, even if the apparent conflict does not meet the published materiality criteria. Apparent conflicts are reviewed by designated members of the Corporate Governance Committee to determine if there is a conflict, and if so whether the conflict is material.
If a proxy is identified as presenting a material conflict of interest, the matter must be reviewed by designated members of the Corporate Governance Committee, who will resolve the conflict and direct the vote. In certain circumstances, the designated members may determine that the full Corporate Governance Committee should convene. Any Corporate Governance Committee member who is himself or herself subject to the identified conflict will not participate in the decision on whether and how to vote the proxy in question.
Other Considerations
In certain instances, Wellington Management may be unable to vote or may determine not to vote a proxy on behalf of one or more clients. While not exhaustive, the following list of considerations highlights some potential instances in which a proxy vote might not be entered.
Securities Lending
Wellington Management may be unable to vote proxies when the underlying securities have been lent out pursuant to a clients securities lending program. In general, Wellington Management does not know when securities have been lent out and are therefore unavailable to be voted. Efforts to recall loaned securities are not always effective, but, in rare circumstances, Wellington Management may recommend that a client attempt to have its custodian recall the security to permit voting of related proxies.
Share Blocking and Re-registration
Certain countries require shareholders to stop trading securities for a period of time prior to and/or after a shareholder meeting in that country (
i.e.,
share blocking). When reviewing proxies in share blocking countries, Wellington Management evaluates each proposal in light of the trading restrictions imposed and determines whether a proxy issue is sufficiently important that Wellington Management would consider the possibility of blocking shares. The portfolio manager retains the final authority to determine whether to block the shares in the clients portfolio or to pass on voting the meeting.
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In certain countries, re-registration of shares is required to enter a proxy vote. As with share blocking, re-registration can prevent Wellington Management from exercising its investment discretion to sell shares held in a clients portfolio for a substantial period of time. The decision process in blocking countries as discussed above is also employed in instances where re-registration is necessary.
Lack of Adequate Information, Untimely Receipt of Proxy Materials, or Excessive Costs
Wellington Management may be unable to enter an informed vote in certain circumstances due to the lack of information provided in the proxy statement or by the issuer or other resolution sponsor, and may abstain from voting in those instances. Proxy materials not delivered in a timely fashion may prevent analysis or entry of a vote by voting deadlines. In addition, Wellington Managements practice is to abstain from voting a proxy in circumstances where, in its judgment, the costs exceed the expected benefits to clients. Requirements for Powers of Attorney and consularization are examples of such circumstances.
Additional Information
Wellington Management maintains records of proxies voted pursuant to Section 204-2 of the Investment Advisers Act of 1940 (the Advisers Act), the Employee Retirement Income Security Act of 1974, as amended (ERISA), and other applicable laws.
Wellington Managements
Global Proxy Policy and Procedures
may be amended from time to time by Wellington Management. Wellington Management provides clients with a copy of its
Global Proxy Policy and Procedures
, including the Guidelines, upon written request. In addition, Wellington Management will make specific client information relating to proxy voting available to a client upon reasonable written request.
Dated: July 8, 2009
Wellington Management Company, LLP
Global Proxy Voting Guidelines
Introduction
Upon a clients written request, Wellington Management Company, LLP (Wellington Management) votes securities that are held in the clients account in response to proxies solicited by the issuers of such securities. Wellington Management established these
Global Proxy Voting Guidelines
to document positions generally taken on common proxy issues voted on behalf of clients.
These guidelines are based on Wellington Managements fiduciary obligation to act in the best economic interest of its clients as shareholders. Hence, Wellington Management examines and votes each proposal so that the long-term effect of the vote will ultimately increase shareholder value for our clients. Because ethical considerations can have an impact on the long-term value of assets, our voting practices are also attentive to these issues and votes will be cast against unlawful and unethical activity. Further, Wellington Managements experience in voting proposals has shown that similar proposals often have different consequences for different companies. Moreover, while these
Global Proxy Voting Guidelines
are written to apply globally, differences in local practice and law make universal application impractical. Therefore, each proposal is evaluated on its merits, taking into account its effects on the specific company in question, and on the company within its industry. It should be noted that the following are guidelines, and not rigid rules, and Wellington Management reserves the right in all cases to vote contrary to guidelines where doing so is judged to represent the best economic interest of its clients.
Following is a list of common proposals and the guidelines on how Wellington Management anticipates voting on these proposals. The (SP) after a proposal indicates that the proposal is usually presented as a Shareholder Proposal.
Voting Guidelines
Composition and Role of the Board of Directors
·
Election of Directors:
|
Case-by-Case
|
·
We believe that shareholders ability to elect directors annually is the most important right shareholders have. We generally support management nominees, but will withhold votes from any director who is demonstrated to have acted contrary to the best economic interest of shareholders. We may also withhold votes from directors who failed to implement shareholder proposals that received majority support, implemented dead-hand or no-hand poison pills, or failed to attend at least 75% of scheduled board meetings.
·
Classify Board of Directors:
|
Against
|
·
We will also vote in favor of shareholder proposals seeking to declassify boards.
·
Adopt Director Tenure/Retirement Age (SP):
|
Against
|
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·
Adopt Director & Officer Indemnification:
|
For
|
·
We generally support director and officer indemnification as critical to the attraction and retention of qualified candidates to the board. Such proposals must incorporate the duty of care.
·
Allow Special Interest Representation to Board (SP):
|
Against
|
|
|
·
Require Board Independence:
|
For
|
·
We believe that, in the absence of a compelling counter-argument or prevailing market norms, at least 65% of a board should be comprised of independent directors, with independence defined by the local market regulatory authority. Our support for this level of independence may include withholding approval for non-independent directors, as well as votes in support of shareholder proposals calling for independence.
·
Require Key Board Committees to be Independent.
|
For
|
·
Key board committees are the Nominating, Audit, and Compensation Committees. Exceptions will be made, as above, in respect of local market conventions.
·
Require a Separation of Chair and CEO or Require a Lead Director (SP):
|
Case-by-Case
|
We will generally support management proposals to separate the Chair and CEO or establish a Lead Director.
·
Approve Directors Fees:
|
For
|
|
|
·
Approve Bonuses for Retiring Directors:
|
Case-by-Case
|
|
|
·
Elect Supervisory Board/Corporate Assembly:
|
For
|
|
|
·
Elect/Establish Board Committee:
|
For
|
|
|
·
Adopt Shareholder Access/Majority Vote on Election of
|
Case-by-Case
|
·
Directors (SP):
We believe that the election of directors by a majority of votes cast is the appropriate standard for companies to adopt and therefore generally will support those proposals that seek to adopt such a standard. Our support for such proposals will extend typically to situations where the relevant company has an existing resignation policy in place for directors that receive a majority of withhold votes. We believe that it is important for majority voting to be defined within the companys charter and not simply within the companys corporate governance policy.
Generally we will not support proposals that fail to provide for the exceptional use of a plurality standard in the case of contested elections. Further, we will not support proposals that seek to adopt a majority of votes outstanding (
i.e.,
total votes
eligible
to be cast as opposed to actually cast) standard.
Management Compensation
·
Adopt/Amend Stock Option Plans:
|
Case-by-Case
|
|
|
·
Adopt/Amend Employee Stock Purchase Plans:
|
For
|
|
|
·
Approve/Amend Bonus Plans:
|
Case-by-Case
|
In the US, Bonus Plans are customarily presented for shareholder approval pursuant to Section 162(m) of the Omnibus Budget Reconciliation Act of 1992 (OBRA). OBRA stipulates that certain forms of compensation are not tax deductible unless approved by shareholders and subject to performance criteria. Because OBRA does not prevent the payment of subject compensation, we generally vote for these proposals. Nevertheless, occasionally these proposals are presented in a bundled form seeking 162 (m) approval and approval of a stock option plan. In such cases, failure of the proposal prevents the awards from being granted. We will vote against these proposals where the grant portion of the proposal fails our guidelines for the evaluation of stock option plans.
·
Approve Remuneration Policy:
|
Case-by-Case
|
|
|
·
To approve compensation packages for named executive Officers:
|
Case-by-Case
|
|
|
·
To determine whether the compensation vote will occur every 1, 2 or 3 years:
|
1 Year
|
|
|
·
Exchange Underwater Options:
|
Case-by-Case
|
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We may support value-neutral exchanges in which senior management is ineligible to participate.
·
Eliminate or Limit Severance Agreements (Golden Parachutes):
|
Case-by-Case
|
·
We will oppose excessively generous arrangements, but may support agreements structured to encourage management to negotiate in shareholders best economic interest.
·
To approve golden parachute arrangements in connection with certain corporate transactions:
|
Case-by-Case
|
|
|
·
Shareholder Approval of Future Severance Agreements
|
Case-by-Case
|
Covering Senior Executives (SP):
·
We believe that severance arrangements require special scrutiny, and are generally supportive of proposals that call for shareholder ratification thereof. But, we are also mindful of the boards need for flexibility in recruitment and retention and will therefore oppose limitations on board compensation policy where respect for industry practice and reasonable overall levels of compensation have been demonstrated.
·
Expense Future Stock Options (SP):
|
For
|
|
|
·
Shareholder Approval of All Stock Option Plans (SP):
|
For
|
|
|
·
Disclose All Executive Compensation (SP):
|
For
|
Reporting of Results
·
Approve Financial Statements:
|
For
|
|
|
·
Set Dividends and Allocate Profits:
|
For
|
|
|
·
Limit Non-Audit Services Provided by Auditors (SP):
|
Case-by-Case
|
We follow the guidelines established by the Public Company Accounting Oversight Board regarding permissible levels of non-audit fees payable to auditors.
·
Ratify Selection of Auditors and Set Their Fees:
|
Case-by-Case
|
·
We will generally support managements choice of auditors, unless the auditors have demonstrated failure to act in shareholders best economic interest.
·
Elect Statutory Auditors:
|
Case-by-Case
|
|
|
·
Shareholder Approval of Auditors (SP):
|
For
|
Shareholder Voting Rights
·
Adopt Cumulative Voting (SP):
|
Against
|
We are likely to support cumulative voting proposals at controlled companies (
i.e.,
companies with a single majority shareholder), or at companies with two-tiered voting rights.
·
Shareholder Rights Plans
|
Case-by-Case
|
Also known as Poison Pills, these plans can enable boards of directors to negotiate higher takeover prices on behalf of shareholders. However, these plans also may be misused to entrench management. The following criteria are used to evaluate both management and shareholder proposals regarding shareholder rights plans.
We generally support plans that include:
·
Shareholder approval requirement
·
Sunset provision
·
Permitted bid feature (
i.e.,
bids that are made for all shares and demonstrate evidence of financing must be submitted to a shareholder vote).
Because boards generally have the authority to adopt shareholder rights plans without shareholder approval, we are equally vigilant in our assessment of requests for authorization of blank check preferred shares (see below).
·
Authorize Blank Check Preferred Stock:
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Case-by-Case
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We may support authorization requests that specifically proscribe the use of such shares for anti-takeover purposes.
·
Eliminate Right to Call a Special Meeting:
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Against
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·
Establish Right to Call a Special Meeting or Lower Ownership Threshold to Call a Special Meeting (SP):
|
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Case-by-Case
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·
Increase Supermajority Vote Requirement:
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Against
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We likely will support shareholder and management proposals to remove existing supermajority vote requirements.
·
Adopt Anti-Greenmail Provision:
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For
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·
Adopt Confidential Voting (SP):
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Case-by-Case
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We require such proposals to include a provision to suspend confidential voting during contested elections so that management is not subject to constraints that do not apply to dissidents.
·
Remove Right to Act by Written Consent:
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Against
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Capital Structure
·
Increase Authorized Common Stock: Case-by-Case
We generally support requests for increases up to 100% of the shares currently authorized. Exceptions will be made when the company has clearly articulated a reasonable need for a greater increase. Conversely, at companies trading in less liquid markets, we may impose a lower threshold.
·
Approve Merger or Acquisition:
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Case-by-Case
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·
Approve Technical Amendments to Charter:
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Case-by-Case
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·
Opt Out of State Takeover Statutes:
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For
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·
Authorize Share Repurchase:
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For
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·
Authorize Trade in Company Stock:
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For
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·
Approve Stock Splits:
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Case-by-Case
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We approve stock splits and reverse stock splits that preserve the level of authorized, but unissued shares.
·
Approve Recapitalization/Restructuring:
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Case-by-Case
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·
Issue Stock with or without Preemptive Rights:
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Case-by-Case
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·
Issue Debt Instruments:
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Case-by-Case
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Environmental and Social Issues
We expect portfolio companies to comply with applicable laws and regulations with regards to environmental and social standards. We evaluate shareholder proposals related to environmental and social issues on a case-by-case basis.
·
Disclose Political and PAC Gifts (SP):
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Case-by-Case
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·
Report on Sustainability (SP):
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Case-by-Case
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Miscellaneous
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Approve Other Business:
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Against
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·
Approve Reincorporation:
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Case-by-Case
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·
Approve Third-Party Transactions:
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Case-by-Case
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Dated: March 8, 2012
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