March 3, 2016 ADMIN 03-16 Proxy Statements Mailed to Shareholders of all Retail Hartford and Hartford HLS Funds Joint Annual Meetings of Shareholders (each a “Meeting”) of all Retail and HLS Funds (each a “Fund” and collectively, the “Funds”) of The Hartford Mutual Funds, Inc. (“HMF”), The Hartford Mutual Funds II, Inc. (“HMF II”), Hartford Series Fund, Inc. (“HSF”), and Hartford HLS Series Fund II, Inc. (“HSF II”) (each a “Company” and together, the “Companies”) will be held on March 14, 2016 at 10:00 a.m. Eastern Time at the offices of Hartford Funds Management Company, LLC (“HFMC”), 5 Radnor Corporate Center, Suite 300, 100 Matsonford Road, Radnor, Pennsylvania 19087. shareholders of record as of December 23, 2015. Proxy statements were mailed to The following are updated questions and answers to the definitive proxy statements. What Proposals will shareholders be asked to consider at the upcoming Meeting? Who is being nominated to serve as Directors? Shareholders are being asked to consider the election of Hilary E. Ackermann, Lynn S. Birdsong, James E. Davey, Christine Detrick, Duane E. Hill, Sandra S. Jaffee, William P. Johnston, Phillip O. Peterson and Lemma W. Senbet (each a “Nominee” and together, the “Nominees”) as Directors. With the exception of Ms. Detrick, the Nominees are current members of each Board. If each of the Nominees is elected to each Board, each Board will be composed of the same nine directors. How were the Nominees chosen? Each Company’s Nominating and Governance Committee is responsible for screening and recommending candidates to the Board. The Nominating and Governance Committees are comprised of all of the Directors who are not “interested persons” of the Companies, as that term is defined in the Investment Company Act of 1940, as amended (the “1940 Act”). The Nominating and Governance Committees recommended each Nominee and, at a meeting on November 4-5, 2015, the Nominees were unanimously nominated by the Boards to stand for election. Why are shareholders being asked to approve a new Investment Management Agreement? Section 15(a) of the 1940 Act provides that no person may serve as an investment adviser to a fund except pursuant to a written contract that, among other things, has been approved by a vote of majority of the fund’s outstanding voting securities, as defined in the 1940 Act. Material changes to existing advisory contracts are deemed to effectively create new advisory contracts that require shareholder approval. 119162-1 Page 1 of 4 Proposal No. Description of Proposal 1. The election of nominees to the Boards of Directors of HMF, HMF II, HSF, and HSF II (each a “Board” and together, the “Boards”). 2. The approval of a new Investment Management Agreement between HFMC and the Companies, on behalf of the Funds. 3. The approval of a change to each Fund’s fundamental investment restriction on the purchase or sale of commodities. 4. The approval of a change to each Fund’s fundamental investment restriction on the purchase or sale of real estate. 5. The approval of a change to each Fund’s fundamental investment restriction on concentration of investments in a particular industry or group of industries. 6. The approval, prospectively, of a modification to the current “manager of managers” policy to permit HFMC, subject to prior approval by the relevant Board and under certain circumstances, to enter into and materially amend agreements with affiliated and unaffiliated sub-advisers without the necessity of obtaining shareholder approval.
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