Form 485BPOS Hartford Funds Exchange-

FORM OF AMENDMENT NUMBER 1

TO THE

INVESTMENT MANAGEMENT AGREEMENT

This AMENDMENT NUMBER 1 (the “Amendment”) amends that certain INVESTMENT MANAGEMENT AGREEMENT, dated March 8, 2017, by and between Hartford Funds Management Company, LLC (the “Adviser”), and Hartford Funds Exchange-Traded Trust (the “Trust”) (the “Agreement”), on its own behalf and on behalf of each series listed on Schedule A hereto (each a “Fund”), and is effective as of [                ], 2021 (the “Effective Date”).

WHEREAS, the Adviser and the Trust desire to amend Schedule A and Schedule B of the Agreement to reflect adding a new Fund, Hartford Schroders ESG US Equity ETF, as described herein and approved by the Board of Trustees (the “Board”) at its meeting held on June 16, 2021;

NOW, THEREFORE, the parties to the Agreement hereby agree as follows:

 

1.

Pursuant to Section 14 of the Agreement, Schedules A and B are deleted in their entirety and replaced with the attached amended Schedule A and Schedule B to the Agreement.

 

2.

The changes to Schedules A and B of the Agreement reflected in this Amendment shall become effective as of the respective Effective Date reflected in this Amendment.

 

3.

Except as amended by this Amendment, the terms of the Agreement remain unchanged and may be further modified only by mutual written agreement of the parties and the approval of the Board.

 

4.

This Amendment may be executed by the parties hereto on any number of counterparts, and all of such counterparts taken together shall be deemed to constitute one and the same instrument.

[signatures follow on next page]

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IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first above written.

 

HARTFORD FUNDS MANAGEMENT COMPANY, LLC
By:		Gregory A. Frost
Title:		Chief Financial Officer

 

HARTFORD FUNDS EXCHANGE-TRADED TRUST
on behalf of each of its series listed on Schedule A
By:		Thomas R. Phillips
Title:		Vice President and Secretary

 

2

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Schedule A

List of Portfolios

This Schedule A to that certain Investment Management Agreement by and between Hartford Funds Management Company, LLC, and Hartford Funds Exchange-Traded Trust, dated March 8, 2017, is effective as of [                ], 2021.

HARTFORD FUNDS EXCHANGE-TRADED TRUST ON BEHALF OF:

Hartford Core Bond ETF

Hartford Municipal Opportunities ETF

Hartford Schroders ESG US Equity ETF¹

Hartford Schroders Tax-Aware Bond ETF

Hartford Short Duration ETF

Hartford Total Return Bond ETF

 

 

1	Effective [    ], 2021. Approved by written consent of the sole initial shareholder on July 30, 2021.

 

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Schedule B

Fees

This Schedule B to that certain Investment Management Agreement by and between Hartford Funds Management Company, LLC, and Hartford Funds Exchange-Traded Trust, dated March 8, 2017, is effective as of [                ], 2021.

As compensation for the services rendered by the Adviser, each Portfolio shall pay to the Adviser as promptly as possible after the last day of each month during the term of this Agreement, a fee accrued daily and paid monthly based upon the following annual rates calculated based on the average daily net asset value of the applicable Portfolio:

HARTFORD FUNDS EXCHANGE-TRADED TRUST ON BEHALF OF:

Hartford Core Bond ETF

Annual Fee Rate

0.2900%

Hartford Municipal Opportunities ETF

Annual Fee Rate

0.2900%

Hartford Schroders ESG US Equity ETF¹

Annual Fee Rate

0.3900%

Hartford Schroders Tax-Aware Bond ETF

Annual Fee Rate

0.3900%

Hartford Short Duration ETF

Annual Fee Rate

0.2900%

Hartford Total Return Bond ETF

Annual Fee Rate

0.2900%

 

4

AMENDMENT 4

This amendment (the “Amendment”) between the parties signing below (“Parties”) amends the Existing Agreement as of August 11, 2021 (the “Effective Date”):

 

Term		Means
“Existing Agreement”		The Distribution Agreement between ALPS and the Trust dated April 16, 2018, as amended
“ALPS”		ALPS Distributors, Inc.
“Trust”		Hartford Funds Exchange-Traded Trust

Except as amended hereby, all terms of the Existing Agreement remain in full force and effect. This Amendment includes the amendments in Schedule A and general terms in Schedule B.

IN WITNESS WHEREOF, the Parties have caused this Amendment to be executed by their duly authorized representatives.

 

HARTFORD FUNDS EXCHANGE-TRADED TRUST				ALPS DISTRIBUTORS, INC.
By:		/s/ Vernon J. Meyer		By:		/s/ Bradley J. Swenson
Name:		Vernon J. Meyer		Name:		Bradley J. Swenson
Title:		Vice President		Title:		President, Director & Chief Operating Officer

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Schedule A to this Amendment

Amendments

Effective as of the Effective Date, the Existing Agreement is amended as follows:

 

1.	APPENDIX A: LIST OF FUNDS to Exhibit 1 of the Agreement is hereby deleted in its entirety and replaced with the following new APPENDIX A: LIST OF FUNDS to Exhibit 1:

APPENDIX A

LIST OF FUNDS

Hartford Funds Exchange-Traded Trust

Hartford Total Return Bond ETF

Hartford Schroders Tax Aware Bond ETF

Hartford Municipal Opportunities ETF

Hartford Short Duration ETF

Hartford Core Bond ETF

Hartford Schroders ESG US Equity ETF

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Schedule B to this Amendment

General Terms

 

1.	Capitalized terms not defined herein shall have the meanings given to them in the Existing Agreement.

 

2.

The Parties’ duties and obligations are governed by and limited to the express terms and conditions of this Amendment, and shall not be modified, supplemented, amended or interpreted in accordance with, any industry custom or practice, or any internal policies or procedures of any Party. This Amendment (including any attachments, schedules and addenda hereto), along with the Existing Agreement, as amended, contains the entire agreement of the Parties with respect to the subject matter hereof and supersedes all previous communications, representations, understandings and agreements, either oral or written, between the Parties with respect thereto.

 

3.

This Amendment may be executed in counterparts, each of which when so executed will be deemed to be an original. Such counterparts together will constitute one agreement. Signatures may be exchanged via facsimile or electronic mail and signatures so exchanged shall be binding to the same extent as if original signatures were exchanged.

 

4.	This Amendment and any dispute or claim arising out of or in connection with it, its subject matter or its formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of the same jurisdiction as the Existing Agreement.

FORM OF AMENDMENT FOUR

TO THE

FUND ACCOUNTING AGREEMENT

This AMENDMENT FOUR (the “Amendment”) amends that certain FUND ACCOUNTING AGREEMENT, dated November 10, 2017, by and among Hartford Funds Management Company, LLC, and each of Hartford Funds Exchange-Traded Trust, and Lattice Strategies Trust (collectively, the “Trusts”) (the “Agreement”), on behalf of their respective series listed on Schedule A (each a “Fund”), and is effective as of August [ ], 2021 (the “Effective Date”).

WHEREAS, each of the series listed on Schedule A to the Agreement is a separate series of the Trusts having separate assets and liabilities; and

WHEREAS, the parties hereto desire to amend and restate the Schedule A to reflect adding a new Fund, Hartford Schroders ESG US Equity ETF, as set forth below and as previously approved by the Boards of Trustees (“Board”).

NOW, THEREFORE, in consideration of the promises and covenants contained herein, it is agreed among the parties hereto as follows:

 

1.

Schedule A of the Agreement is hereby deleted and replaced with the amended and restated Schedule A attached to this Amendment.

 

2.

The changes to the Agreement reflected in the Amendment shall become effective as of the Effective Date reflected in this Amendment.

 

3.

All other provisions of the Agreement remain in full force and effect.

 

4.

Except as amended by this Amendment, the terms of the Agreement remain unchanged and may be further modified only by mutual written agreement of the parties and the approval of the Board.

 

5.

This Amendment may be executed by the parties hereto on any number of counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument.

[signatures follow on next page]

 

1

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed all as of the date first above written.

 

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AMENDED AND RESTATED SCHEDULE A

To the Fund Accounting Agreement

This Amended and Restated Schedule A to that certain Fund Accounting Agreement dated November 10, 2017, is effective as of August [ ], 2021.

HARTFORD FUNDS EXCHANGE-TRADED TRUST

Hartford Core Bond ETF

Hartford Municipal Opportunities ETF

Hartford Schroders ESG US Equity ETF

Hartford Schroders Tax-Aware Bond ETF

Hartford Short Duration ETF

Hartford Total Return Bond ETF

LATTICE STRATEGIES TRUST

Hartford Longevity Economy ETF

Hartford Multifactor Developed Markets (ex-US) ETF

Hartford Multifactor Diversified International ETF

Hartford Multifactor Emerging Markets ETF

Hartford Multifactor Small Cap ETF

Hartford Multifactor US Equity ETF

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Schedule B to this Amendment

General Terms

 

1.	Capitalized terms not defined herein shall have the meanings given to them in the Existing Agreement.

 

2.

The Parties’ duties and obligations are governed by and limited to the express terms and conditions of this Amendment, and shall not be modified, supplemented, amended or interpreted in accordance with, any industry custom or practice, or any internal policies or procedures of any Party. This Amendment (including any attachments, schedules and addenda hereto), along with the Existing Agreement, as amended, contains the entire agreement of the Parties with respect to the subject matter hereof and supersedes all previous communications, representations, understandings and agreements, either oral or written, between the Parties with respect thereto.

 

3.

This Amendment may be executed in counterparts, each of which when so executed will be deemed to be an original. Such counterparts together will constitute one agreement. Signatures may be exchanged via facsimile or electronic mail and signatures so exchanged shall be binding to the same extent as if original signatures were exchanged.

 

4.	This Amendment and any dispute or claim arising out of or in connection with it, its subject matter or its formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of the same jurisdiction as the Existing Agreement.

 

 

 

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		One International Place, 40th Floor 100 Oliver Street Boston, MA 02110-2605 +1 (617) 728-7100    Main +1 (617) 426 6567    Fax www.dechert.com

August 4, 2021

Hartford Funds Exchange-Traded Trust

690 Lee Road

Wayne, Pennsylvania 19087

Re:    Registration Statement on Form N-1A

Dear Sir or Madam:

As counsel for Hartford Funds Exchange-Traded Trust, a Delaware statutory trust (the “Trust”), we are familiar with the Trust’s registration statement on Form N-1A under the Securities Act of 1933, as amended (the “1933 Act”) (File No. 333-215165), and under the Investment Company Act of 1940, as amended (File No. 811-23222), and each amendment thereto (collectively, the “Registration Statement”) relating to the shares of beneficial interest (the “Shares”) of the authorized series of the Trust to be issued and sold by the Trust. We have examined such governmental and corporate certificates and records as we deemed necessary to render this opinion, and we are familiar with the Trust’s Amended and Restated Agreement and Declaration of Trust, as amended to date, and By-Laws.

Based upon the foregoing, it is our opinion that the Shares have been duly authorized and, when issued and sold at the public offering price contemplated by the Registration Statement and delivered by the Trust against receipt of the net asset value of the Shares, will be issued as fully paid and nonassessable Shares of the Trust.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement, to be filed with the U.S. Securities and Exchange Commission, and to the use of our name in the Registration Statement, unless and until we revoke such consent. In giving such consent, however, we do not admit that we are within the category of persons whose consent is required by Section 7 of the 1933 Act or the rules and regulations thereunder.

Very truly yours,

/s/ Dechert LLP

Dechert LLP

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