SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrants /X/
Filed by a Party other than the Registrants / /
Check the appropriate box:
/X/ Preliminary Proxy Statement
/ / Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
Hartford Capital Appreciation HLS Fund, Inc.; Hartford Dividend and
Growth HLS Fund, Inc.; Hartford Index HLS Fund, Inc.; Hartford International
Opportunities HLS Fund, Inc.; Hartford Midcap HLS Fund, Inc.; Hartford Small
Company HLS Fund, Inc.; Hartford Stock HLS Fund, Inc.; Hartford Advisers HLS
Fund, Inc.; Hartford Global Advisers HLS Fund, Inc.; Hartford Bond HLS Fund,
Inc.; Hartford Mortgage Securities HLS Fund, Inc.; Hartford Money Market HLS
Fund, Inc.; Hartford Series Fund, Inc.
(Names of Registrants as Specified in Their Charters)
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Payment of Filing Fee (Check the appropriate box):
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/ / Fee computed on table below per Exchange Act Rule 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
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/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange
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paid previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
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HARTFORD HLS FUNDS
200 HOPMEADOW STREET
SIMSBURY, CT 06089
HARTFORD GLOBAL COMMUNICATIONS HLS FUND
HARTFORD GLOBAL FINANCIAL SERVICES HLS FUND
HARTFORD GLOBAL HEALTH HLS FUND
HARTFORD GLOBAL TECHNOLOGY HLS FUND
HARTFORD INTERNATIONAL CAPITAL APPRECIATION HLS FUND
HARTFORD VALUE HLS FUND
HARTFORD INTERNATIONAL SMALL COMPANY HLS FUND
HARTFORD MIDCAP VALUE HLS FUND
HARTFORD FOCUS HLS FUND
HARTFORD GROWTH HLS FUND
HARTFORD GLOBAL LEADERS HLS FUND
HARTFORD GROWTH AND INCOME HLS FUND
HARTFORD HIGH YIELD HLS FUND
(SERIES OF HARTFORD SERIES FUND, INC.)
HARTFORD CAPITAL APPRECIATION HLS FUND, INC.
HARTFORD DIVIDEND AND GROWTH HLS FUND, INC.
HARTFORD INDEX HLS FUND, INC.
HARTFORD INTERNATIONAL OPPORTUNITIES HLS FUND, INC.
HARTFORD MIDCAP HLS FUND, INC.
HARTFORD SMALL COMPANY HLS FUND, INC.
HARTFORD STOCK HLS FUND, INC.
HARTFORD ADVISERS HLS FUND, INC.
HARTFORD GLOBAL ADVISERS HLS FUND, INC.
HARTFORD BOND HLS FUND, INC.
HARTFORD MORTGAGE SECURITIES HLS FUND, INC.
HARTFORD MONEY MARKET HLS FUND, INC.
May [ ], 2002
To Beneficial Owners of Hartford HLS Funds:
You are being asked, as a beneficial owner of shares in one or more of
the mutual funds listed above (collectively the "Funds", and each a "Fund"), to
complete the enclosed voting instruction forms for the upcoming Special Meeting
of the Funds' shareholders (the "Meeting"), to be held on June [ ], 2002 at
10:00 a.m., Eastern time, at the offices of HL Investment Advisors, LLC at 200
Hopmeadow Street, Simsbury, Connecticut 06089.
The proposals to be considered at the Meeting include electing the
Board of Directors, adopting, revising or eliminating certain fundamental
investment policies of the Funds, converting the investment objectives of
certain Funds from fundamental to non-fundamental, and reorganizing certain
Funds from Maryland Corporations to a series of Hartford Series Fund, Inc., a
Maryland Corporation. Please read the enclosed proxy statement for a description
of these proposals. The "Important Information" accompanying the proxy statement
contains summary information, in question-answer format, which you might find
helpful. The Board of Directors of each Fund has reviewed and approved each of
the proposals and recommends that you vote FOR each proposal.
Although the Board of Directors would like very much to have each Fund
participant attend the Meeting, it realizes that this is not possible. Whether
or not you plan to be present at the Meeting, your vote is needed. PLEASE
COMPLETE, SIGN, AND RETURN THE ENCLOSED VOTING INSTRUCTION FORM(S) OR PROXY
CARD(S), AS THE CASE MAY BE, PROMPTLY. A POSTAGE-PAID ENVELOPE IS ENCLOSED FOR
THIS PURPOSE.
We look forward to seeing you at the Meeting or receiving your voting
instruction form(s) so that your vote may be counted. If you have any questions
in connection with these materials, please call us at 1-800-862-6668.
Very truly yours,
David M. Znamierowski
President
CONTRACT HOLDERS ARE URGED TO SIGN AND RETURN THE ENCLOSED VOTING INSTRUCTION
FORM(S) IN THE ENCLOSED ENVELOPE SO AS TO BE REPRESENTED AT THE MEETING.
IMPORTANT INFORMATION
We encourage you to read the enclosed proxy statement; we thought it
would be helpful, however, to have brief answers to some questions.
Q. WHAT PROPOSALS ARE SHAREHOLDERS BEING ASKED TO CONSIDER AT THE UPCOMING
JOINT SPECIAL MEETING?
A. As a beneficial owner of Hartford HLS Funds, you are being asked to
consider four matters. First, you are being asked to consider the election of
directors of your mutual funds. Second, you are being asked to consider changes
to, or the adoption or elimination of, fundamental investment policies of the
funds. "Fundamental" investment policies are policies that cannot be changed or
eliminated without shareholder approval. Third, certain of you are being asked
to convert the investment objectives of your fund from fundamental to
non-fundamental. Lastly, shareholders of all funds, except Hartford Series Fund,
Inc., will consider a proposal to reorganize their funds from stand-alone
corporations to series of Hartford Series Fund, Inc.
Q. WHO ARE BEING NOMINATED TO SERVE AS DIRECTORS?
A. There are nine nominees. Seven of the nominees currently serve as
directors of your fund. The other two nominees serve as directors for other
Hartford-affiliated mutual funds. The proposed combination of boards of
directors is expected to result in additional efficiencies and cost savings.
Q. WHY ARE WE PROPOSING TO CHANGE THE FUNDS' FUNDAMENTAL POLICIES?
A. As is described in more detail in the accompanying proxy statement,
many of the existing fundamental policies were adopted in response to
regulatory, business, or industry requirements, or conditions that no longer
prevail. In addition, small variations in the wording of similar restrictions
among the whole family of Hartford funds makes the tasks of ensuring compliance
with them difficult and expensive. We are proposing adopting or removing certain
policies and bringing those that remain in line, wherever possible, with other
fundamental policies in place, or expected to be put in place, by other Hartford
funds.
Q. WHY ARE WE PROPOSING TO CONVERT CERTAIN FUNDS' INVESTMENT OBJECTIVES
FROM FUNDAMENTAL TO NON-FUNDAMENTAL?
A. Applicable law does not require that a fund's investment objective be
fundamental. This change will allow your Board of Directors to change your
fund's investment objective in response to regulatory or market changes without
incurring the costs of a shareholder vote.
Q. DO WE EXPECT THE FUNDS' INVESTMENT APPROACHES TO CHANGE AS A RESULT OF
THE CHANGES TO FUNDAMENTAL POLICIES AND THE CONVERSION TO NON-FUNDAMENTAL
INVESTMENT OBJECTIVES?
A. No. These changes are being proposed to help streamline the compliance
and regulatory processes, not in order to facilitate any expected change in
investment strategy or approach by the Funds.
Q. WHY ARE WE PROPOSING TO REORGANIZE CERTAIN FUNDS AS A SERIES OF
HARTFORD SERIES FUND, INC.?
A. Reorganizing the funds as series of Hartford Series Fund, Inc. is
expected to increase administrative efficiencies and reduce costs to the funds.
Q. WHAT CHANGE TO THE FUNDS DO WE EXPECT AS A RESULT OF THE
REORGANIZATION?
A. Generally, none. The board of directors, officers, investment advisors,
investment objectives and fundamental policies for each of the funds are
expected to remain the same after the reorganization.
Q. HAS THE FUNDS' BOARD OF DIRECTORS APPROVED THESE PROPOSALS?
A. Yes. Your Board of Directors has reviewed and approved each of the
proposals on which you are being asked to vote. Your Board recommends that you
vote in favor of each proposal.
Q. WHEN SHOULD I VOTE?
A. Please vote as soon as possible. Representatives of The Hartford
Financial Services Group, Inc. ("The Hartford") may be contacting you to urge
you to vote on these important matters.
HARTFORD HLS FUNDS
HARTFORD GLOBAL COMMUNICATIONS HLS FUND
HARTFORD GLOBAL FINANCIAL SERVICES HLS FUND
HARTFORD GLOBAL HEALTH HLS FUND
HARTFORD GLOBAL TECHNOLOGY HLS FUND
HARTFORD INTERNATIONAL CAPITAL APPRECIATION HLS FUND
HARTFORD VALUE HLS FUND
HARTFORD INTERNATIONAL SMALL COMPANY HLS FUND
HARTFORD MIDCAP VALUE HLS FUND
HARTFORD FOCUS HLS FUND
HARTFORD GROWTH HLS FUND
HARTFORD GLOBAL LEADERS HLS FUND
HARTFORD GROWTH AND INCOME HLS FUND
HARTFORD HIGH YIELD HLS FUND
(SERIES OF HARTFORD SERIES FUND, INC.)
HARTFORD CAPITAL APPRECIATION HLS FUND, INC.
HARTFORD DIVIDEND AND GROWTH HLS FUND, INC.
HARTFORD INDEX HLS FUND, INC.
HARTFORD INTERNATIONAL OPPORTUNITIES HLS FUND, INC.
HARTFORD MIDCAP HLS FUND, INC.
HARTFORD SMALL COMPANY HLS FUND, INC.
HARTFORD STOCK HLS FUND, INC.
HARTFORD ADVISERS HLS FUND, INC.
HARTFORD GLOBAL ADVISERS HLS FUND, INC.
HARTFORD BOND HLS FUND, INC.
HARTFORD MORTGAGE SECURITIES HLS FUND, INC.
HARTFORD MONEY MARKET HLS FUND, INC.
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
The Hartford HLS funds listed above (the "Funds" and each a "Fund")
will hold a Special Meeting of Shareholders (the "Meeting") at the offices of HL
Investment Advisors, LLC at 200 Hopmeadow Street, Simsbury, Connecticut 06089 on
June [ ], 2002, at 10:00 a.m., Eastern time, for the following purposes:
I. To elect a Board of Directors for each of Hartford Capital Appreciation
HLS Fund, Inc., Hartford Dividend and Growth HLS Fund, Inc., Hartford
Index HLS Fund, Inc., Hartford International Opportunities HLS Fund,
Inc., Hartford Midcap HLS Fund, Inc., Hartford Small Company HLS Fund,
Inc., Hartford Stock HLS Fund, Inc., Hartford Advisers HLS Fund, Inc.,
Hartford Global Advisers HLS Fund, Inc., Hartford Bond HLS Fund, Inc.,
Hartford Mortgage Securities HLS Fund, Inc., Hartford Money Market HLS
Fund, Inc., and Hartford Series Fund, Inc.
II. To approve proposals to adopt, eliminate or revise certain fundamental
investment policies of the Funds. (These proposals are to be considered
separately by the applicable Funds, as described in the enclosed proxy
statement.)
III. To approve proposals to convert investment objectives of certain Funds
from fundamental to non-fundamental. (These proposals are to be
considered separately by the applicable Funds, as described in the
enclosed proxy statement.)
IV. To approve the reorganization of certain Funds from single corporate
entities into series of Hartford Series Fund, Inc. (This proposal is to
be considered separately by the applicable Funds, as described in the
enclosed proxy statement).
V. To consider and act upon such other matters as may properly come before
the Meeting.
The Board of Directors of each Fund unanimously recommends approval of
each item listed on this Notice of Special Meeting of Shareholders.
Only shareholders of record on May 9, 2002 (the "Record Date") are
entitled to vote at the Meeting and any adjournments of the Meeting. Individuals
owning contracts representing shares at the close of business on the Record Date
may provide voting instructions on how to vote the shares that are attributable
to their variable contracts at the Meeting or any adjournments of the Meeting.
Although you are not technically a stockholder of the Funds, you are a
beneficial owner of shares of the Funds. Some of you are owners of Hartford
variable annuity or variable life insurance products, whose contract values are
invested in shares of one or more of the Funds through separate accounts
established by the Hartford Life Insurance Companies ("HLIC") for such purpose.
Others of you are participants in retirement plans which invest in Hartford HLS
Funds. If you are a Hartford variable contract owner, you have the right to
instruct HLIC as to the manner in which shares of the Funds attributable to you
are voted. If you own shares beneficially through a retirement plan, you should
contact the plan sponsor, trustee, or other administrator for information
regarding your right to provide instructions as to the voting of Fund shares.
The number of votes as to each Fund for which you may give instructions is equal
to the proportional value of the amount you have allocated to that Fund.
Fractional votes are counted. Fund shares for which no instructions are
received, including shares not attributable to contract owners or plan
participants, will be voted in the same proportion as those for which
instructions are received.
By order of the Board of Directors
of each Fund,
KEVIN J. CARR
Secretary
May [ ], 2002
YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE
COMPLETE, SIGN, DATE, AND MAIL THE ENCLOSED VOTING INSTRUCTION FORM(S) OR PROXY
CARD(S), AS THE CASE MAY BE, IN THE ENCLOSED ENVELOPE SO THAT YOU WILL BE
REPRESENTED AT THE MEETING.
HARTFORD HLS FUNDS
200 HOPMEADOW STREET
SIMSBURY, CT 06089
HARTFORD GLOBAL COMMUNICATIONS HLS FUND
HARTFORD GLOBAL FINANCIAL SERVICES HLS FUND
HARTFORD GLOBAL HEALTH HLS FUND
HARTFORD GLOBAL TECHNOLOGY HLS FUND
HARTFORD INTERNATIONAL CAPITAL APPRECIATION HLS FUND
HARTFORD VALUE HLS FUND
HARTFORD INTERNATIONAL SMALL COMPANY HLS FUND
HARTFORD MIDCAP VALUE HLS FUND
HARTFORD FOCUS HLS FUND
HARTFORD GROWTH HLS FUND
HARTFORD GLOBAL LEADERS HLS FUND
HARTFORD GROWTH AND INCOME HLS FUND
HARTFORD HIGH YIELD HLS FUND
(SERIES OF HARTFORD SERIES FUND, INC.)
HARTFORD CAPITAL APPRECIATION HLS FUND, INC.
HARTFORD DIVIDEND AND GROWTH HLS FUND, INC.
HARTFORD INDEX HLS FUND, INC.
HARTFORD INTERNATIONAL OPPORTUNITIES HLS FUND, INC.
HARTFORD MIDCAP HLS FUND, INC.
HARTFORD SMALL COMPANY HLS FUND, INC.
HARTFORD STOCK HLS FUND, INC.
HARTFORD ADVISERS HLS FUND, INC.
HARTFORD GLOBAL ADVISERS HLS FUND, INC.
HARTFORD BOND HLS FUND, INC.
HARTFORD MORTGAGE SECURITIES HLS FUND, INC.
HARTFORD MONEY MARKET HLS FUND, INC.
PROXY STATEMENT
The Board of Directors of each of the Hartford HLS Funds listed above
(the "Funds" and each a "Fund") are soliciting the enclosed voting instruction
form(s) in connection with a Special Meeting of shareholders (the "Meeting") of
the Funds to be held at the offices of HL Investment Advisors, LLC ("HL
Advisors") at 200 Hopmeadow Street, Simsbury, Connecticut 06089 on June [ ],
2002, and any adjournment of the Meeting. The Meeting will be held for the
purposes set forth in the accompanying Notice of Special Meeting of Shareholders
(the "Notice"). Shareholders of record as of the close of business on May 9,
2002 (the "Record Date") are entitled to notice of and to vote at the Meeting or
any adjourned session. This proxy statement (the "Proxy Statement"), the Notice,
and the voting instruction forms were first mailed to contract owners on or
about May [ ], 2002.
This Proxy Statement is being furnished to owners of variable annuity
contracts and variable life insurance policies ("Contract Owners") issued by
[Hartford Life Insurance Companies ("HLIC")] who have allocated value under
their variable annuity contracts and variable life insurance policies ("Variable
Contracts") to separate accounts sponsored by [HLIC] (the "Separate Accounts").
The Separate Accounts invest Contract Owners' assets in the Funds in accordance
with the instructions received from Contract Owners. Contract Owners are
indirectly invested in the Funds through their investment in the Separate
Accounts and have the right to instruct [HLIC] how to vote shares of the Funds
on all matters requiring a shareholder vote. This Proxy Statement may also be
furnished to participants in retirement plans ("Plan Participants") whose assets
have been invested in one or more of the Funds.
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If you own an annuity or life insurance contract, and own beneficially
shares of one or more Funds, you have the right to instruct [HLIC] on how to
vote the shares held under your contract. If you execute and return your voting
instruction form, but do not provide voting instructions, [HLIC] will vote the
shares attributable to you in accordance with the recommendations of the Board
of Directors. [HLIC] will vote any shares for which it does not receive a voting
instruction form, and any shares which it or its affiliates hold for their own
account, in proportionately the same manner as shares for which it has received
voting instructions.
If you, by virtue of ownership of an annuity or life insurance contract
beneficially own shares of more than one Fund, you should sign a voting
instruction form for each Fund of which you are a beneficial owner. For example,
if you beneficially own shares of both the Hartford Capital Appreciation HLS
Fund and the Hartford Dividend and Growth HLS Fund, you should sign and return
the enclosed voting instruction forms for each of those Funds. A DIFFERENT
VOTING INSTRUCTION FORM IS ENCLOSED FOR EACH FUND OF WHICH YOU ARE A BENEFICIAL
OWNER. YOU SHOULD SIGN AND RETURN EACH OF THESE FORMS.
If you own shares beneficially through a retirement plan, you should
contact the plan sponsor, trustee, or other administrator for information
regarding your right to provide instructions as to the voting of Fund shares. If
you are a retirement plan sponsor, trustee or other administrator and are
authorized to vote shares held by a retirement plan, please complete the
enclosed proxy card(s) and return them in the enclosed envelope.
In order for the shareholder meeting to go forward in respect of any
Fund, there must be a quorum. This means that at least a majority of a Fund's
shares eligible to vote must be represented at the meeting either in person or
by proxy. Because HLIC is the majority shareholder of each of the Funds, its
presence at the Meeting in person or proxy will meet the quorum requirement. If
a quorum is not obtained or if sufficient votes to approve any of the proposals
are not received, the entity named as proxy may propose one or more adjournments
of the Meeting to permit further solicitation of voting instructions. A
shareholder vote may be taken for one or more of the Proposals in this Proxy
Statement prior to any adjournment provided that there is a quorum. All
Proposals receiving a sufficient number of votes for approval prior to any
adjournment shall be deemed adopted and shall not require any further
shareholder approval at any adjournment or otherwise.
You may revoke your voting instructions as to any proposal up until
voting results are announced for that proposal at the Meeting or any adjournment
of the Meeting by giving written notice to [HLIC] prior to the Meeting, by
executing and returning to [HLIC] a later dated form, [or by attending the
Meeting and voting in person.] If you need a new voting instruction form, please
call the Funds at 1-800-862-6668, and a new form will be sent to you. If you
return an executed form without voting instructions, your shares will be voted
in accordance with the recommendations of the applicable Board of Directors.
The following table summarizes the voting on the proposals:
TABLE 1
PROPOSAL SHAREHOLDERS ENTITLED TO VOTE
Proposal I Election of Directors Shareholders of
each of the
following
companies, voting
separately by
company:
Hartford Capital Appreciation HLS Fund, Inc.;
Hartford Dividend and Growth HLS Fund, Inc.;
Hartford Index HLS Fund, Inc.;
Hartford International Opportunities HLS Fund, Inc.;
Hartford Midcap HLS Fund, Inc.;
Hartford Small Company HLS Fund, Inc.;
Hartford Stock HLS Fund, Inc.;
Hartford Advisers HLS Fund, Inc.;
Hartford Global Advisers HLS Fund, Inc.;
Hartford Bond HLS Fund, Inc.;
Hartford Mortgage Securities HLS Fund, Inc.;
Hartford Money Market HLS Fund, Inc.;
Hartford Series Fund, Inc.
(collectively, the "Companies" and each a "Company")
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Proposal II A(i). Proposal to revise the Shareholders of each Fund voting separately by Fund.
fundamental policy regarding
the issuing of senior
securities.
A(ii). Proposal to revise the Shareholders of each Fund voting separately by Fund.
fundamental policy regarding
the borrowing of money.
B. Proposal to revise the Shareholders of each Fund voting separately by Fund,
fundamental policy regarding except the following Funds:
investment concentrations
within a particular industry. Hartford Global Communications HLS Fund, Hartford
Global Financial Services HLS Fund, Hartford Global
Health HLS Fund and Hartford Global Technology HLS
Fund.
C. Proposal concerning fundamental Shareholders of the following Funds voting separately
policy regarding investments by the Fund:
within certain industries.
Hartford Global Communications HLS Fund, Hartford
Global Financial Services HLS Fund, Hartford Global
Health HLS Fund and Hartford Global Technology HLS
Fund.
D. Proposal to revise the Shareholders of each Fund voting separately by Fund.
fundamental policy regarding
the making of loans.
E. Proposal to revise the Shareholders of each Fund voting separately by Fund.
fundamental policy regarding
the underwriting of
securities.
F. Proposal to revise the Shareholders of each Fund voting separately by Fund.
fundamental policy regarding
investments in real estate or
interests therein.
G. Proposal to revise the Shareholders of each Fund voting separately by Fund.
fundamental policy regarding
purchases and sales of
commodities and commodities
contracts.
H. Proposal to eliminate the Shareholders of each Fund voting separately by Fund,
fundamental policy regarding except the following Funds:
the diversification of
investments. Hartford Global Communications HLS Fund, Hartford
Global Financial Services HLS Fund, Hartford Global
Health HLS Fund, Hartford Global Technology HLS Fund and
Hartford Focus HLS Fund.
Proposal III Proposal to convert the Shareholders of each of the following Funds, voting
investment objectives of separately by Fund:
certain Funds from
fundamental to Hartford Advisers HLS Fund, Hartford Bond HLS Fund,
non-fundamental. Hartford Capital Appreciation HLS Fund, Hartford
Dividend and Growth HLS Fund, Hartford Global Health
HLS Fund, Hartford Global Leaders HLS Fund, Hartford
Global Technology HLS Fund,
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Hartford Growth and Income HLS Fund,
Hartford High Yield HLS Fund, Hartford Index
HLS Fund, Hartford Global Advisers HLS Fund,
Hartford International Opportunities HLS
Fund, Hartford MidCap HLS Fund, Hartford
Money Market HLS Fund, Hartford Mortgage
Securities HLS Fund, Hartford Small Company
HLS Fund and Hartford Stock HLS Fund.
Proposal IV Proposal to reorganize Shareholders of each of the following Funds, voting
certain Funds from a Maryland separately by Fund:
corporation into a series of
Hartford Fund Series, Inc., a Hartford Capital Appreciation HLS Fund, Inc.,
Maryland corporation. Hartford Dividend and Growth HLS Fund, Inc., Hartford
Index HLS Fund, Inc., Hartford International
Opportunities HLS Fund, Inc., Hartford Midcap HLS
Fund, Inc., Hartford Small Company HLS Fund, Inc.,
Hartford Stock HLS Fund, Inc., Hartford Advisers HLS
Fund, Inc., Hartford Global Advisers HLS Fund, Inc.,
Hartford Bond HLS Fund, Inc., Hartford Mortgage
Securities HLS Fund, Inc. and Hartford Money Market
HLS Fund, Inc.
Those individuals owning contracts representing shares on the Record
Date may provide voting instructions for the Meeting or any adjournment of the
Meeting. The number of shares outstanding for each Fund on the Record Date is
listed on Table 2, below.
TABLE 2
SHARES
FUND OUTSTANDING
Hartford Capital Appreciation HLS Fund
Hartford Dividend and Growth HLS Fund
Hartford Index HLS Fund
Hartford International Opportunities HLS Fund
Hartford Midcap HLS Fund
Hartford Small Company HLS Fund
Hartford Stock HLS Fund
Hartford Advisers HLS Fund
Hartford Global Advisers HLS Fund
Hartford Bond HLS Fund
Hartford Mortgage Securities HLS Fund
Hartford Money Market HLS Fund
Hartford Global Communications HLS Fund
Hartford Global Financial Services HLS Fund
Hartford Global Health HLS Fund
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Shares
Fund Outstanding
Hartford Global Technology HLS Fund
Hartford International Capital Appreciation HLS Fund
Hartford Value HLS Fund
Hartford International Small Company HLS Fund
Hartford Midcap Value HLS Fund
Hartford Focus HLS Fund
Hartford Growth HLS Fund
Hartford Global Leaders HLS Fund
Hartford Growth and Income HLS Fund
Hartford High Yield HLS Fund
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(1) The address of [HL Advisors] is [200 Hopmeadow Street, Simsbury, Connecticut
06089].
Each shareholder is entitled to one vote for each share owned on the
Record Date. Fractional shares will be voted proportionally. None of the matters
to be presented at the Meeting will entitle any shareholder to cumulative voting
or appraisal rights.
HL Advisors is the investment adviser of each Fund. Its address is 200
Hopmeadow Street, Simsbury, Connecticut 06089. Hartford Securities Distribution
Company is the principal underwriter for each Fund. Its address is 200 Hopmeadow
Street, Simsbury, Connecticut 06089. Hartford Investment Management Company
("HIMCO") is the sub-advisor for the Hartford Index HLS Fund, the Hartford
Mortgage Securities HLS Fund, the Hartford Bond HLS Fund, the Hartford High
Yield HLS Fund and the Hartford Money Market HLS Fund. HIMCO's address is 55
Farmington Avenue, Hartford, Connecticut 06105. Wellington Management Company is
the sub-advisor for the remaining Funds. Its address is 75 State Street, Boston,
Massachusetts 02109.
THE FUNDS' MOST RECENT ANNUAL REPORTS ARE AVAILABLE AT NO COST. TO
REQUEST A REPORT, PLEASE CONTACT HARTFORD HLS FUNDS, C/O INDIVIDUAL ANNUITY
SERVICES, P.O. BOX 5085, HARTFORD, CT 06102-5085 OR CALL 1-800-862-6668, AND A
REPORT WILL BE SENT BY FIRST CLASS MAIL WITHIN THREE BUSINESS DAYS OF YOUR
REQUEST.
Please be sure to read the entire proxy statement before casting your
vote.
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PROPOSAL I: ELECTION OF DIRECTORS
The Board of Directors of each Company has fixed the number of
Directors for each Company at nine and is recommending that shareholders approve
the election of nine nominees for Director. Of these, seven currently serve as
Directors of the Companies: Winifred Ellen Coleman, Duane E. Hill, William
Atchison O'Neill, Millard Handley Pryor, Jr., John Kelley Springer, Lowndes
Andrew Smith, and David M. Znamierowski. The other two nominees, Phillip O.
Peterson and Robert M. Gavin, are currently directors of other
Hartford-affiliated mutual funds. Each nominee for election has consented to
serve as Director if elected.
The Nominating Committee of the Board of Directors of each Company has
reviewed and approved the nomination of each nominee. The Board of Directors of
each Company, in turn, has approved the nominations and is recommending that
shareholders vote in favor of each nominee.
Biographical data for each of the nominees is set forth below, together
with information concerning the current officers of the Companies. If elected,
each Director will serve until his or her death or resignation or until his or
her successor is elected and qualifies. The address of each nominee is: c/o
Secretary, Hartford Series Fund, Inc., 55 Farmington Avenue, Hartford,
Connecticut 06105.
NOMINEES FOR ELECTION AS NON-INTERESTED DIRECTORS
TERM OF NUMBER OF
OFFICE* PORTFOLIOS IN
NAME, AGE POSITION HELD AND LENGTH FUND COMPLEX
AND ADDRESS WITH THE OF TIME PRINCIPAL OCCUPATION(S) OVERSEEN BY OTHER DIRECTORSHIPS HELD
COMPANIES SERVED DURING LAST 5 YEARS NOMINEE BY NOMINEE
- -----------------------------------------------------------------------------------------------------------------------------
WINIFRED ELLEN Director Since 1995 Ms. Coleman has served as 48 N/A
COLEMAN President of Saint Joseph
(age 69) College since 1991 and as
President of Cashel House,
Ltd. (retail) since 1985.
DR. ROBERT M. GAVIN N/A New Nominee Mr. Gavin is an educational 24 N/A
(age 61) 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, MN.
DUANE E. HILL Director Since 2001 Mr. Hill is Partner Emeritus 48 N/A
(age 56) and a founding partner of TSG
Capital Group, a private
equity investment firm that
serves as sponsor and lead
investor in leveraged buyouts
of middle market companies.
Mr. Hill is also a Partner of
TSG Ventures L.P., a private
equity investment company
that invests primarily in
minority-owned small
businesses. Mr. Hill
currently serves as Chairman
of the City of Stamford, CT
Planning Board and a director
of the Stamford Cultural
Development Corporation.
-6-
NOMINEES FOR ELECTION AS NON-INTERESTED DIRECTORS
TERM OF NUMBER OF
OFFICE* PORTFOLIOS IN
NAME, AGE POSITION HELD AND LENGTH FUND COMPLEX
AND ADDRESS WITH THE OF TIME PRINCIPAL OCCUPATION(S) OVERSEEN BY OTHER DIRECTORSHIPS HELD
COMPANIES SERVED DURING LAST 5 YEARS NOMINEE BY NOMINEE
- -----------------------------------------------------------------------------------------------------------------------------
WILLIAM ATCHISON Director Since 1992 The Honorable William A. 48 N/A
O'NEILL O'Neill served as Governor of
(age 71) the State of Connecticut from
1980 until 1991. He is
presently retired.
PHILLIP O. PETERSON N/A New Nominee Mr. Peterson is a mutual fund 24 N/A
(age 57) industry consultant; he was a
Partner of KPMG LLP through
June 1999.
MILLARD HANDLEY Director Since 1977 Mr. Pryor has served as 48 Mr. Pryor is a Director of
PRYOR, JR. Managing Director of Pryor & Infodata Systems, Inc.
(age 68) Clark Company (real estate (software company) and
investment), Hartford, CompuDyne Corporation
Connecticut, since June, 1992. (security products and
services).
JOHN KELLEY SPRINGER Director Since 1978 Mr. Springer served as 48 N/A
(age 70) Chairman of MedSpan, Inc.
(health maintenance
organization) until March
2002.
-7-
NOMINEES FOR ELECTION AS INTERESTED DIRECTORS
TERM OF NUMBER OF
OFFICE* PORTFOLIOS IN
NAME, AGE POSITION HELD AND LENGTH FUND COMPLEX
AND ADDRESS WITH THE OF TIME PRINCIPAL OCCUPATION(S) OVERSEEN BY OTHER DIRECTORSHIPS HELD
COMPANIES SERVED DURING LAST 5 YEARS NOMINEE BY NOMINEE
- -----------------------------------------------------------------------------------------------------------------------------
LOWNDES Director Since 1996 Mr. Smith served as 48 N/A
ANDREW SMITH** and Vice Chairman of
(age 62) Chairman Hartford Financial
Services Group, Inc.
("The Hartford")
from February 1997
to January 2002, as
President and Chief
Executive Officer of
Hartford Life,
Inc.("Hartford
Life") from February
1997 to January
2002, and as
President and Chief
Operating Officer of
Hartford Life
Insurance Company
from January 1989 to
January 2002.
DAVID M. President Since 1999 Mr. Znamierowski 71 N/A
ZNAMIEROWSKI*** and currently serves as
(age 41) Director President of HIMCO
and Senior Vice
President, Chief
Investment Officer
and Director of
Investment Strategy
for Hartford Life.
Mr. Znamierowski is
also a Managing
Member and Senior
Vice President of
Hartford Investment
Financial Services,
LLC ("HIFSCO") and
HL Advisors. In
addition, Mr.
Znamierowski is the
Group Senior Vice
President and Chief
Investment Officer
for The Hartford.
* Each Director serves until his or her death or resignation or until his
or her successor is elected and qualifies. Mr. O'Neill is expected to
retire from the Boards of Directors by August, 2002.
** Mr. Smith is an "interested" Director due to the position he held with
The Hartford until January 2002, and because of his holdings of The
Hartford stock.
*** Mr. Znamierowski is an "interested" Director due to the positions he
holds with HIMCO and affiliates, and because of his holdings of The
Hartford stock.
-8-
OFFICERS
TERM OF
NAME, AGE POSITION OFFICE* AND PRINCIPAL
AND ADDRESS HELD WITH LENGTH OF OCCUPATION(S) DURING
THE COMPANIES TIME SERVED PAST 5 YEARS
- -------------------------------------------------------------------------------
KEVIN J. CARR Vice Since 1996 Mr. Carr has served as
(age 47) President Assistant General
55 Farmington Avenue and Counsel since 1999,
Hartford, CT 06105 Secretary Counsel since November
1996 and Associate
Counsel since November
1995, of The Hartford.
CHRISTOPHER JAMES COSTA Assistant Since 1997 Mr. Costa has served
(age 37) Secretary as the Tax Manager
P.O. Box 2999 of The
Hartford, CT 06104-2999 Hartford-Sponsored
Mutual Funds since
July 1996. Formerly
he served as the Tax
Manager and
Assistant Treasurer
of The Phoenix
Mutual Funds from
June 1994 to June
1996 and as a Tax
Consultant with
Arthur Andersen LLP
from September 1990
to June 1994.
TAMARA FAGELY Vice Since 2002 Ms. Fagely has been
(age 43) President, Vice President of
500 Bielenberg Drive Controller HASCO since 1998.
Woodbury, MN 55125 and Treasurer Prior to 1998, she
was Second Vice
President of HASCO.
She also has served
as Assistant Vice
President of Hartford
Life Insurance Company
since December 2001.
BRUCE FERRIS Vice Since 2002 Mr. Ferris serves as
(age [ ]) President Vice President and a
P.O. Box 2999 director of sales
Hartford, CT 06104-2999 and marketing in the
Investment Products
Division of
Hartford Life
Insurance Company.
GEORGE RICHARD JAY Vice Since 1996 Mr. Jay has served as
(age 49) President, Secretary and
P.O. Box 2999 Controller Director, Life and
Hartford, CT 06104-2999 and Treasurer Equity Accounting and
Financial Control, of
Hartford Life
Insurance Company
since 1987.
-9-
OFFICERS
TERM OF
NAME, AGE POSITION OFFICE* AND PRINCIPAL
AND ADDRESS HELD WITH LENGTH OF OCCUPATION(S) DURING
THE COMPANIES TIME SERVED PAST 5 YEARS
- -------------------------------------------------------------------------------
RYAN JOHNSON Vice Since 2002 Mr. Johnson has
(age [ ]) President served as Vice
P.O. Box 2999 President and a
Hartford, CT 06104-2999 director of sales
and marketing in the
Investment Products
Division of
Hartford Life
Insurance Company
since 1999.
Previously he was
with Guardian
Insurance Company in
New York, New York.
STEPHEN T. JOYCE Vice Since 2000 Mr. Joyce currently
(age 42) President serves as Senior
P. O. Box 2999 Vice President and
Hartford, CT 06104-2999 director of
investment products
management for
Hartford Life
Insurance Company.
Previously he served
as Vice President
(1997-1999) and
Assistant Vice
President
(1994-1997) of
Hartford Life
Insurance Company.
DAVID N. LEVENSON Vice Since 2000 Mr. Levenson serves
(age 35) President as Senior Vice
P.O. Box 2999 President of
Hartford, CT 06104-2999 Hartford Life
Insurance Company
and is responsible
for the Company's
mutual funds line of
business and its
corporate retirement
plans line of
business. Mr.
Levenson joined The
Hartford in 1995.
Mr. Levenson is also
a senior vice
president of HIFSCO.
-10-
OFFICERS
TERM OF
NAME, AGE POSITION OFFICE* AND PRINCIPAL
AND ADDRESS HELD WITH LENGTH OF OCCUPATION(S) DURING
THE COMPANIES TIME SERVED PAST 5 YEARS
- -------------------------------------------------------------------------------
THOMAS MICHAEL MARRA Vice Since 1996 Mr. Marra is
(age 43) President President and Chief
P.O. Box 2999 Operating Officer of
Hartford, CT 06104-2999 Hartford Life. He is
also a member of the
Board of Directors
and a member of the
Office of the
Chairman for The
Hartford, the parent
company of Hartford
Life. Named
President of
Hartford Life in
2001 and COO in
2000, Mr. Marra
served as Executive
Vice President and
Director of Hartford
Life's Investment
Products Division
from 1998 to 2000.
He was head of the
company's Individual
Life and Annuities
Division from 1994
to 1998 after being
promoted to Senior
Vice President in
1994 and to
Executive Vice
President in 1996.
From 1990 to 1994,
Mr. Marra was Vice
President and
Director of
Individual
Annuities. Mr. Marra
is also a Managing
Member and Executive
Vice President of
HIFSCO and HL
Advisors.
JOHN C. WALTERS Vice Since 2000 Mr. Walters serves
(age 39) President as Executive Vice
P.O. Box 2999 President and
Hartford, CT 06104-2999 Director of the
Investment Products
Division of Hartford
Life Insurance
Company. Previously
Mr. Walters was with
First Union
Securities. Mr.
Walters is also a
Managing Member and
Executive Vice
President of HIFSCO
and HL Advisors.
DAVID M. ZNAMIEROWSKI President Since 1999 See information
(age 41) and Director under "Nominees for
55 Farmington Avenue Election as
Hartford, CT 06105 Interested
Directors" above.
* Each officer serves at the pleasure of the Board of Directors.
-11-
CERTAIN INFORMATION REGARDING DIRECTORS AND OFFICERS. Messrs. Peterson
and Gavin are also directors of Fortis Securities, Inc., a closed-end registered
investment company, Hartford HLS Series Fund II, Inc., an open-end registered
investment company and The Hartford Mutual Funds II, Inc., an open-end
registered investment company. All other non-interested Directors of the
Companies are non-interested directors of one other registered investment
company in the fund complex. All interested Directors and officers of the
Companies, except Lowndes Smith and Christopher Costa are also officers and
directors of three other registered investment companies in the Fund Complex.
Lowndes Smith, as a director, and Christopher Costa, as an officer, serve in
these same or similar capacities with one other registered investment company in
the Fund Complex.
The Companies' Charters do not provide for the annual election of
directors unless specifically required by the Investment Company Act of 1940, as
amended (the "1940 Act") or Maryland law. However, in accordance with the 1940
Act, (i) the Companies will hold a shareholders' meeting for the election of
directors at such time as less than a majority of the Directors holding office
has been elected by the shareholders and (ii) a vacancy among the Directors may
be filled by the remaining Directors only if, immediately after such vacancy is
filled, at least two-thirds of the Directors holding office shall have been
elected by the shareholders.
The full Board of Directors met _______ times during the fiscal year
ended December 31, 2001. During such fiscal year, each incumbent director
attended at least 75% of the aggregate of the number of meetings of the Board of
Directors and the number of meetings held by all committees of which he was a
member that were held while he was serving on the Board of Directors or on such
committee.
STANDING COMMITTEES. The Boards of Directors of the Companies have
established an Audit Committee and a Nominating Committee for each Fund. Each
Committee is made up of those Directors who are not "interested persons" of the
Fund. The Audit Committee (i) oversees the Fund's accounting and financial
reporting policies and practices, its internal controls and, as appropriate, the
internal controls of certain service providers, (ii) oversees the quality and
objectivity of the Fund's financial statements and the independent audit
thereof, and (iii) acts as a liaison between the Fund's independent auditors and
the full board of directors. The Nominating Committee screens and selects
candidates to the Board of Directors. Any recommendations for nominees should be
directed to the Secretary of the applicable Company, who will then forward them
to the Nominating Committee. The Nominating Committee will consider nominees
recommended by shareholders if the Committee is considering other nominees at
the time of the recommendation and if the nominee meets the Committee's
criteria. The Audit Committee and Nominating Committee for each Fund met two
times during the fiscal year ended December 31, 2001. If the nominees to each
Board of Directors are elected, the composition of the Funds' standing
committees will change.
-12-
INDEPENDENT ACCOUNTANTS. The firm of Arthur Andersen LLP has served as
independent accountants for the Funds for the fiscal year ending December 31,
2001. Ernst & Young, LLP has been selected as independent accountants for the
Funds for the current fiscal year.
Fund-Related Fees
Audits Fees. For the fiscal year ending December 31, 2001, the approximate
aggregate fee for professional services rendered for the audit of the annual
financial statements for the Funds was [ ].
All Other Fees. For the fiscal year ending December 31, 2001, Arthur Andersen
LLP was also paid approximately [ ] for [other services] rendered to the Funds.
Non-Fund Related Fees
Financial Information Systems Design and Implementation Fees. For the fiscal
year ending December 31, 2001, Arthur Andersen LLP was also paid approximately
[ ] for [ ].
All Other Fees. For the fiscal year ending December 31, 2001, Arthur Andersen
LLP was also paid approximately [ ] for all other non-audit services rendered on
behalf of the Funds.
HOLDINGS AND REMUNERATION OF DIRECTORS. The following table discloses
the dollar range of equity securities beneficially owned by each nominee to the
Board of Directors (i) in each Fund and (ii) on an aggregate basis in any
registered investment companies overseen by the Director within the same family
of investment companies.
TABLE 3
AGGREGATE DOLLAR RANGE OF
EQUITY SECURITIES IN ALL
REGISTERED INVESTMENT COMPANIES
NAME OF DIRECTOR DOLLAR RANGE OF EQUITY SECURITIES IN THE OVERSEEN BY DIRECTOR IN FAMILY
OR NOMINEE FUND OF INVESTMENT COMPANIES*
Phillip O. Peterson
Robert M. Gavin
Winifred Ellen Coleman
Duane E. Hill
William Atchison O'Neill
Millard Handley Pryor, Jr.
John Kelley Springer
David Znamierowski $10,001-$50,000
Lowndes Andrew Smith
* The valuation date for purposes of this Table 3 is May 9, 2002.
The Companies 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 the Funds and the Fund Complex for the fiscal
year ended December 31, 2001 to the non-interested Directors who are nominees
for reelection.
-13-
TABLE 4
PENSION OR TOTAL COMPENSATION
AGGREGATE RETIREMENT BENEFITS ESTIMATED ANNUAL FROM THE FUNDS AND
COMPENSATION FROM ACCRUED AS PART OF BENEFITS UPON FUND COMPLEX PAID TO
NAME OF PERSON, POSITION THE FUNDS FUND EXPENSES RETIREMENT DIRECTORS*
- ------------------------------------------------------------------------------------------------------------------
Winifred E. Coleman, Director $59,200.00 $0 $0 $74,000.00
Duane E. Hill, Director $10,400.00 $0 $0 $13,000.00
William A. O'Neill, Director $59,200.00 $0 $0 $74,000.00
Millard H. Pryor, Director $59,200.00 $0 $0 $74,000.00
John K. Springer, Director $59,200.00 $0 $0 $74,000.00
* As of December 31, 2001, [14] registered investment companies in the Fund
Complex paid compensation to the Directors.
The Hartford Series Fund, Inc.'s Articles of Incorporation provides
that the Company, to the fullest extent permitted or required by Maryland law
and the federal securities laws, shall indemnify the directors and officers of
the Company. The Articles of Incorporation for each of the other Funds provides
that the Company shall indemnify any director, officer, employees or agents of
the Company provided that he acted in good faith and in or not opposed to the
best interests of the Company and that he had no reasonable cause to believe his
conduct was unlawful. The Companies' Articles of Incorporation do not protect
any person against any liability to which he or she would otherwise be subject
by reason of or for willful misfeasance, bad faith, gross negligence or reckless
disregard of such person's duties.
To the knowledge of the Companies, as of May 9, 2002, the officers and
Directors of the Companies as a group beneficially owned less than 1% of the
outstanding shares of each Fund.
RECOMMENDED SHAREHOLDER ACTION AND REQUIRED VOTE. The Directors of the
Companies recommend that the shareholders vote for each nominee. A plurality of
the votes properly cast in person or by proxy at the Meeting is required for the
election of Directors. Shareholders of all Funds that are portfolios of Hartford
Series Fund, Inc. shall vote as a single class for the Directors of that
Company. Shareholders of the remaining Funds shall vote separately by Fund.
Shareholders have no cumulative voting rights. Abstentions will have no effect
on the election of Directors.
-14-
PROPOSAL II. ELIMINATING OR REVISING FUNDAMENTAL INVESTMENT POLICIES
As described in the following proposals, HL Advisors has recommended to
the Board of Directors of each Fund, and the Board of Directors of each Fund is
recommending to shareholders, that certain of each Fund's fundamental investment
policies be revised or eliminated. The purpose of the proposals is in most cases
to modernize the fundamental policies that are required under applicable law and
to bring them in line with other fundamental policies in place, or expected to
be put in place, by other Hartford mutual funds. NO CHANGE IN THE FUNDS'
INVESTMENT STRATEGIES OR APPROACHES IS EXPECTED AS A RESULT OF THE PROPOSED
CHANGES TO THE FUNDS' FUNDAMENTAL INVESTMENT POLICIES. The Board of Directors of
each Fund is recommending that shareholders approve each of the proposals.
BACKGROUND
Each of the Funds has adopted certain "fundamental" investment
policies. Fundamental investment policies or restrictions can be changed only by
shareholder vote. Some of the Funds' fundamental investment policies were
adopted in order to comply with the requirements of the 1940 Act. Others were
adopted in the past in response to regulatory, business, or industry
requirements or conditions that in many cases no longer prevail. The specific
proposals, and HL Advisors' reasons for recommending them, are described below.
Many of the proposed new fundamental policies are the same as those that
currently apply to, or are expected to be adopted by, other funds in the
Hartford Fund Family.
The effect of implementation of these proposals should be to reduce the
burdens of monitoring, and ensuring compliance with, varying sets of fundamental
policies - some differing from each other by only a few words - across the
Hartford Fund Family.
If the shareholders of a Fund do not approve a proposal, the
fundamental investment policy in question will remain in effect for that Fund,
and the Board of Directors with respect to that Fund will determine any further
appropriate steps to be taken.
PROPOSALS
Note: Appendix A to this Proxy Statement sets out the specific fundamental
investment policies proposed to be eliminated or revised, and the text of any
proposed revision. The descriptions of the proposed elimination and revisions
set out below are qualified in their entirety by reference to Appendix A.
A. (i) REVISION TO THE FUNDAMENTAL POLICY REGARDING THE
ISSUING OF SENIOR SECURITIES.
(ii) REVISION TO THE FUNDAMENTAL POLICY REGARDING THE
BORROWING OF MONEY.
If shareholders of a Fund approve this proposal, each Fund's
fundamental policy regarding issuing senior securities and borrowing money will
be combined to read as follows:
The Fund will not borrow money or issue any class of senior
securities, except to the extent consistent with the
Investment Company Act of 1940, as amended, and the rules and
regulations thereunder, or as may otherwise be permitted from
time to time by regulatory authority.
With respect to restrictions on the issuing of senior securities and
the borrowing of money, the Funds are currently classified into two groups,
Group A and Group B.
Group A Group B
------- -------
Global Health HLS Fund Global Communications HLS Fund
Global Technology HLS Fund Global Financial Services HLS Fund
Capital Appreciation HLS Fund Focus HLS Fund
-15-
Dividend and Growth HLS Fund Growth HLS Fund
Global Leaders HLS Fund Value HLS Fund
Growth and Income HLS Fund MidCap Value HLS Fund
Index HLS Fund International Capital Appreciation HLS Fund
International Opportunities HLS Fund International Small Company HLS Fund
MidCap HLS Fund Focus Growth HLS Fund
Small Company HLS Fund
Stock HLS Fund
Advisers HLS Fund
Global Advisers HLS Fund
Bond HLS Fund
High Yield HLS Fund
Mortgage Securities HLS Fund
Money Market HLS Fund
Each of the Group A Funds is subject to fundamental policies
prohibiting the Fund from (1) issuing senior securities and (2) borrowing money,
except from banks and then only if immediately after such borrowing there is
asset coverage of at least 300% as defined in the 1940 Act.
Each of the Group B Funds is subject to fundamental policies
prohibiting the Fund from (1) issuing senior securities to the extent such
issuance would violate applicable law and (2) borrowing money, except that a
Fund may (a) borrow from banks (as defined in the 1940 Act) and through reverse
repurchase agreements in amounts up to 33.33% of its total assets (including the
amount borrowed), (b) to the extent permitted by applicable law, borrow up to an
additional 5% of its total assets for temporary purposes, (c) obtain such
short-term credits as may be necessary for the clearance of purchases and sales
of portfolio securities, (d) purchase securities on margin to the extent
permitted by applicable law and (e) engage in transactions in mortgage dollar
rolls which are accounted for as financings.
The 1940 Act generally permits a mutual fund to borrow money from a
bank in an amount equal to one-third of its total assets, including the amount
borrowed. This proposal is recommended to clarify that each Fund has the ability
to borrow money to the full extent consistent with law or regulatory
interpretation. The proposal would eliminate the distinction between Group A and
Group B Funds.
The proposed policy would permit a Fund to borrow money for the purpose
of investing in additional securities. This practice, known as "leverage," would
increase a Fund's market exposure and its risk. When a Fund has borrowed money
for leverage and its investments increase or decrease in value, the Fund's net
asset value will normally increase or decrease more than if it had not borrowed
money. The Fund would also incur interest expense on borrowed money. The extent
to which a Fund borrows money and the amount it may borrow depends, in part, on
market conditions and interest rates. Successful use of leverage would depend on
the investment adviser's ability to predict market movements correctly.
Each of the Funds is currently subject to a non-fundamental investment
restriction prohibiting it from purchasing any security on margin (except that a
Fund may obtain such short-term credit as may be necessary for the clearance of
purchases and sales of portfolio securities). That policy does not apply to
margin arrangements in connection with futures contracts or related options. In
addition, each Fund is subject to a non-fundamental policy prohibiting it from
purchasing securities while outstanding borrowings exceed 5% of its total
assets. Although these policies may be changed or eliminated by the Board of
Directors of any Company without shareholder approval, the Boards of Directors
of the Companies have no current intention of doing so.
-16-
B. REVISION TO THE FUNDAMENTAL POLICY REGARDING INVESTMENT
CONCENTRATIONS WITHIN A PARTICULAR INDUSTRY.
(Not applicable to Hartford Global Communications HLS Fund, Hartford
Global Financial Services HLS Fund, Hartford Global Health HLS Fund or Hartford
Global Technology HLS Fund.)
Each Fund, with the exception of the Funds listed above, is subject to
a fundamental policy providing that the Fund will not invest 25% or more of its
total assets in the securities of one or more issuers conducting their principal
business activities in the same industry. The fundamental policy states that
this limitation does not apply to investments in U.S. government securities. If
this proposal is approved by the shareholders of a Fund, the fundamental policy
relating to the concentration of investments will be amended and restated as
follows:
The Fund will not purchase the securities of any issuer (other
than securities issued or guaranteed by the U.S. government or
any of its agencies or instrumentalities) if, as a result,
more than 25% of the Fund's total assets would be invested in
the securities of companies whose principal business
activities are in the same industry.
The proposed fundamental policy is substantially similar to the current
policy and is intended to standardize the fundamental polices among the Harford
Fund Family. If adopted by the shareholders of a Fund, this policy is not
expected to alter the investment practices of the Fund.
A Fund that concentrates its investments in a particular industry or
industries could be exposed to greater risk to the extent that the particular
industry or industries in which it concentrates experiences adverse changes, and
it may be more volatile that one whose investments are more broadly distributed
among industries.
C. PROPOSAL CONCERNING FUNDAMENTAL POLICIES REGARDING INVESTMENTS
WITHIN CERTAIN INDUSTRIES.
(Applicable only to Hartford Global Communications HLS Fund, Hartford
Global Financial Services HLS Fund, Hartford Global Health HLS Fund and Hartford
Global Technology HLS Fund (for the purposes of this subsection, collectively
the "Funds" and each a "Fund")).
Each of the Funds listed above focuses its investments in a particular
industry sector. The Funds are currently managed in accordance with the
following policies:
The Hartford Global Communications HLS Fund normally invests
at least 25% of its total assets, in the aggregate, in the
following industries: telecommunication services and media.
The Hartford Global Financial Services HLS Fund normally
invests at least 25% of its total assets, in the aggregate,
in the following industries: banks, diversified financials,
and insurance.
The Hartford Global Health HLS Fund normally invests at least
25% of its total assets, in the aggregate, in the following
industries: pharmaceuticals, medical products, and health
services.
-17-
The Hartford Global Technology HLS Fund normally invests at
least 25% of its total assets, in the aggregate, in the
following industries: computers and computer equipment,
software and computer services, electronics, and
communication equipment.
The Funds are proposing to formalize each of these policies as
fundamental so that they may not be changed without a vote of shareholders of
the affected Funds.
It is also proposed that those policies for the Global Health HLS Fund
and Global Technology HLS Fund be modified to reflect more precisely industry
groupings. The modified policies would read as follows:
The Hartford Global Health 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.
The Hartford Global Technology HLS Fund will normally invest
at least 25% of its total assets, in the aggregate, in the
following industries: TECHNOLOGY HARDWARE AND equipment,
software and computer services, COMMERCIAL SERVICES AND
SUPPLIES, electronics, and communication equipment.
A Fund that concentrates its investments in a particular industry or
industries could be exposed to greater risk to the extent that the particular
industry or industries in which it concentrates experiences adverse changes, and
it may be more volatile that one whose investments are more broadly distributed
among industries.
D. REVISION TO THE FUNDAMENTAL POLICY REGARDING THE MAKING OF
LOANS.
Each Fund has a fundamental investment restriction prohibiting it from
making loans, except through (a) the purchase of debt obligations in accordance
with the Fund's investment objective and policies, (b) repurchase agreements
with banks, brokers, dealers and other financial institutions, and (c) loans of
cash or securities as permitted by applicable law. If shareholders of a Fund
approve this proposal, the Fund's fundamental policy regarding loans will be
amended and restated as follows:
The Fund will not make loans, except to the extent consistent
with the Investment Company Act of 1940, as amended, and the
rules and regulations thereunder, or as may otherwise be
permitted from time to time by regulatory authority.
The proposed fundamental policy provides increased flexibility with
respect to loans, as it imposes no limitations on such lending other than those
imposed by the 1940 Act and applicable regulation. The revised policy would also
authorize loans of money other than through the purchase of debt instruments.
None of the Funds intends to change its practices in this regard. The proposal
is intended to standardize the fundamental policies among the Hartford Fund
Family and to maximize the ability of a Fund to respond to regulatory changes.
When a Fund makes a loan, it takes the risk that the person or entity
to which it makes the loan will be unable or unwilling to repay the loan. Any
such failure to repay a loan or any delay in repaying a loan would likely result
in a loss to the Fund. When a Fund lends its portfolio securities to another
party, the Fund has the potential to increase its current income while retaining
the securities' potential for capital appreciation. Such loans are at all times
secured by cash or other collateral and involve some risk to the Fund if the
other party should default on its obligation to return the securities or to make
related payments. If the other party should become involved in bankruptcy
proceedings, the Fund may encounter a delay in recovery of or even a loss of
rights in the collateral.
Under current positions of the SEC staff, the Fund would not lend
securities with a value of greater than 33-1/3% of the value of the Fund's
assets. If adopted by the shareholders of a Fund, this policy is not expected to
change the lending practices of the Fund or the risks associated with such
lending.
E. REVISION TO THE FUNDAMENTAL POLICY REGARDING THE UNDERWRITING
OF SECURITIES.
Each Fund has a fundamental investment restriction prohibiting it from
underwriting securities issued by others, except to the extent that the sale of
portfolio securities by the Fund may be deemed to be an underwriting. If the
shareholders of a Fund approve this proposal, the Fund's fundamental policy
regarding underwriting will be amended and restated as follows:
The Fund 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 Fund may be deemed an
underwriter under applicable laws.
The proposed fundamental policy is substantially similar to the current
policy and is intended to standardize the fundamental policies among the
Hartford Fund Family. If adopted by the shareholders of a Fund, this policy is
not expected to alter the investment practices of the Fund.
-18-
F. REVISION TO THE FUNDAMENTAL POLICY REGARDING INVESTMENTS IN
REAL ESTATE OR INTERESTS THEREIN.
Each Fund has a fundamental investment restriction prohibiting it from
purchasing or selling real estate, except that it may (a) acquire or lease
office space for its own use, (b) invest in securities of issuers that invest in
real estate or interests therein, (e.g., real estate investment trusts) (c)
invest in securities that are secured by real estate or interests therein, (d)
purchase and sell mortgage-related securities, (e) hold and sell real estate
acquired by the Fund as a result of the ownership of securities and (f) invest
in real estate limited partnerships. If shareholders of a Fund approve this
proposal, the Fund's fundamental policy regarding investments in real estate and
interests therein will be amended and restated as follows:
The Fund 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.
The proposed fundamental policy is substantially similar to the current
policy and is intended to standardize the fundamental policies among the
Hartford Fund Family. If adopted by the shareholders of a Fund, this policy is
not expected to alter the investment practices of the Fund.
To the extent a Fund holds real estate-related securities, it will be
subject to the risks associated with the real estate market. These risks may
include declines in the value of the real estate, changes in general or local
economic conditions, overbuilding, difficulty in completing construction,
increased competition, changes in zoning laws, increases in property taxes and
operating expenses, and variations in rental income. Generally, increases in
interest rates will increase the cost of obtaining financing, which may result
in a decrease in the value of such investments. In addition, in order to enforce
its rights in the event of a default of these securities, the Fund may be
required to participate in various legal proceedings or take possession of and
manage assets securing the issuer's obligations. This could increase the Fund's
operating expenses and adversely affect the Fund's net asset value. Moreover,
direct investments in real estate as well as certain real estate-related
investments are considered "illiquid" and are subject to the risks associated
with illiquid assets. These risks include the possibility that a Fund may be
unable to dispose of the asset at a time when it may be advantageous to do so
and that the asset may be worth less than the price at which a Fund values it
for the purpose of determining net asset value.
G. REVISION TO THE FUNDAMENTAL POLICY REGARDING PURCHASES AND
SALES OF COMMODITIES AND COMMODITIES CONTRACTS.
Each Fund is subject to a fundamental policy providing that the Fund
will not invest in commodities or commodity contracts, except that it may invest
in currency and financial instruments and contracts that are commodities or
commodity contracts. If this proposal is approved by the shareholders of a Fund,
that Fund's fundamental policy relating to investments in commodities or
commodities contracts will be amended and restated to read as follows:
The Fund will not purchase or sell commodities or commodity
contracts, except that the 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.
None of the Funds intends to change its current practices with respect
to investment in commodities, but the proposed policy is recommended to
standardize the fundamental policies across the Hartford Fund Family and to
provide the Funds with maximum investment flexibility permitted by applicable
law.
Each of the Funds is subject to a non-fundamental investment
restriction prohibiting it from entering into a stock index futures contract, or
acquiring related options, if initial margin deposits on the open futures
position, plus the sum of premium payments for all unexpired options on stock
index futures contracts, would exceed 5% of the
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Fund's total assets. Although this policy may be changed or eliminated by the
Board of Directors of any Company without shareholder approval, the Boards of
Directors of the Companies have no current intention of doing so.
The use of financial futures contracts and other financial instruments
entails certain risks, including the risk that the Fund's investment adviser may
be unable to correctly forecast market and currency exchange rate movements.
Should markets or exchange rates move in an unexpected manner, the Fund may not
achieve the anticipated benefits of the financial instruments or may realize
losses and thus be in a worse position than if such financial instruments had
not been used. In addition, the imperfect correlation between movements in the
prices or values of financial instruments and movements in the price of any
securities or currencies hedged using such instruments or used for cover may
result in unanticipated losses. A Fund's ability to dispose of or close out its
positions in financial instruments will depend on the availability of liquid
markets in such instruments. The Fund may be unable to dispose of or close out a
financial instrument it otherwise might, and may be unable to realize a gain or
limit a loss.
H. ELIMINATION OF THE FUNDAMENTAL POLICY REGARDING
DIVERSIFICATION OF INVESTMENTS.
(Not applicable to Hartford Global Communications HLS Fund, Hartford
Global Financial Services HLS Fund, Hartford Global Health HLS Fund, Hartford
Global Technology HLS Fund and Hartford Focus HLS Fund (the "Non-Diversified
Funds").)
Each Fund, with the exception of the Non-Diversified Funds, is
currently subject to a fundamental policy providing that, with respect to 75% of
the Fund's total assets, the Fund will not purchase securities of an issuer
(other than cash, cash items or securities issued or guaranteed by the U.S.
Government, its agencies, instrumentalities or authorities), if (a) such
purchase would cause more than 5% of the Fund's total assets taken at market
value to be invested in the securities of such issuer; or (b) such purchase
would at the time result in more than 10% of the outstanding voting securities
of such issuer being held by the Fund.
The elimination of this fundamental policy is sought for administrative
purposes only and will not change the investment practices of any Fund nor the
classification of any Fund as a "diversified" investment company under Section
5(b)(1) of the 1940 Act.
In order to be classified a "diversified" investment company under
Section 5(b)(1) of the 1940 Act, an investment company must limit the amount of
an issuer's voting securities it holds in accordance with that Section. Each
Fund has adopted, as a fundamental policy, the current language of Section
5(b)(1). Although the 1940 Act requires that a fund be classified as either a
diversified or a non-diversified company, it does not require that the
diversification requirements be adopted as a fundamental policy. Each of the
Funds, except the Non-Diversified Funds, is currently classified as a
diversified fund under the 1940 Act. A change in the classification of a Fund as
a diversified fund would require the approval of a majority of the outstanding
shares of that Fund.
The elimination of the current policy will allow a Fund to remain a
diversified investment company despite any future amendments or changes to the
definition of "diversified" investment company under Section 5(b)(1), without
having to seek shareholder approval. In addition, this change is intended to
reduce administrative burdens by eliminating a fundamental policy that is not
required and is not expected to apply to other funds in the Hartford Fund
Family.
RECOMMENDED SHAREHOLDER ACTION AND REQUIRED VOTE. The Board of
Directors of each Fund recommends that the shareholders vote for each proposed
revision to or elimination of, the Funds' fundamental investment policies
(Proposals II.A. - II.H.). Approval by a Fund of the foregoing proposal requires
the affirmative vote of a "majority of the outstanding voting securities" of
that Fund (as defined in the 1940 Act), which means the affirmative vote of the
lesser of (1) more than 50% of the outstanding shares of the Fund or (2) 67% or
more of the shares of the Fund present at a meeting if more than 50% of the
outstanding shares of the Fund are represented at the meeting in person or by
proxy. Abstentions will have the effect of negative votes on each matter set out
in this Proposal II. Approval by the shareholders of any individual Fund of this
Proposal II will be effective regardless of the outcome of shareholder voting
for that Fund in connection with any of the other items of this Proposal II or
with any other Proposal contained herein.
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PROPOSAL III. CONVERTING INVESTMENT OBJECTIVES FROM FUNDAMENTAL TO
NON-FUNDAMENTAL
The investment objectives of the following funds are fundamental and
require shareholder approval prior to any change: Hartford Advisers HLS Fund,
Hartford Bond HLS Fund, Hartford Capital Appreciation HLS Fund, Hartford
Dividend and Growth HLS Fund, Hartford Global Health HLS Fund, Hartford Global
Leaders HLS Fund, Hartford Global Technology HLS Fund, Hartford Growth and
Income HLS Fund, Hartford High Yield HLS Fund, Hartford Index HLS Fund, Hartford
Global Advisers HLS Fund, Hartford International Opportunities HLS Fund,
Hartford MidCap HLS Fund, Hartford Money Market HLS Fund, Hartford Mortgage
Securities HLS Fund, Hartford Small Company HLS Fund and Hartford Stock HLS
Fund. For a listing of each of these Funds' current investment objective, please
see Appendix B.
The Board of Directors of each of these Funds recommends converting the
investment objective of each of these Funds from fundamental to non-fundamental.
If shareholders of a Fund approve the conversion of a Fund's investment
objective from fundamental to non-fundamental, the Board of Directors would have
the flexibility to reword or change the substance of the investment objective
without shareholder approval. The Board of Directors does not currently have any
intention to change the investment objectives of any of the Funds.
The Board of Directors of each Fund believes that shareholders and
contract holders will benefit from this proposed change by allowing the Boards
of Directors to revise a Fund's investment objective without incurring the time
and costs associated with a shareholder vote. The Board of Directors of each
Fund believes that this approach provides the Boards of Directors the necessary
flexibility to respond to changes in applicable law and in the marketplace. This
proposal is also recommended as an effort to conform to the practices of the
other funds in the Hartford Fund Family.
RECOMMENDED SHAREHOLDER ACTION AND REQUIRED VOTE. The Board of
Directors of each Fund recommends that the shareholders vote for the proposal to
convert each applicable Fund's investment objective from fundamental to
non-fundamental. Approval by a Fund of the foregoing proposal requires the
affirmative vote of a "majority of the outstanding voting securities" of that
Fund (as defined in the 1940 Act), which means the affirmative vote of the
lesser of (1) more than 50% of the outstanding shares of the Fund or (2) 67% or
more of the shares of the Fund present at a meeting if more than 50% of the
outstanding shares of the Fund are represented at the meeting in person or by
proxy. Abstentions will have the effect of negative votes on each matter set out
in this Proposal III. Approval by the shareholders of any individual Fund of
this Proposal III will be effective regardless of the outcome of shareholder
voting for that Fund in connection with any of the other Proposals contained
herein.
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PROPOSAL IV. REORGANIZATION OF CERTAIN FUNDS AS SERIES OF HARTFORD SERIES FUND,
INC.
Each of Hartford Capital Appreciation HLS Fund, Inc., Hartford Dividend
and Growth HLS Fund, Inc., Hartford Index HLS Fund, Inc., Hartford International
Opportunities HLS Fund, Inc., Hartford Midcap HLS Fund, Inc., Hartford Small
Company HLS Fund, Inc., Hartford Stock HLS Fund, Inc., Hartford Advisers HLS
Fund, Inc., Hartford Global Advisers HLS Fund, Inc., Hartford Bond HLS Fund,
Inc., Hartford Mortgage Securities HLS Fund, Inc., and Hartford Money Market HLS
Fund, Inc. (collectively the "Stand-Alone Funds" and each a "Stand-Alone Fund")
is presently organized as a separate corporation under Maryland law and, as
such, is currently operated as an independent legal entity. At the Meeting,
shareholders of each Stand-Alone Fund will be asked to vote to reorganize the
Fund as a series (a "New Fund" and collectively the "New Funds") of Hartford
Series Fund, Inc., a single Maryland corporation (a "Reorganization" and
collectively the "Reorganizations"). Each Reorganization would be effected
pursuant to an Agreement and Plan of Reorganization (a "Reorganization Plan"),
the form of which is attached to this Proxy Statement as Appendix C. Your Board
of Directors has unanimously approved the Reorganization Plan for your Fund. The
proposed reorganizations will have no effect on the operations or management of
your Fund.
Like your Fund, Hartford Series Fund, Inc. is registered under the
Investment Company Act of 1940, as amended, as an open-end management investment
company. The mailing address and telephone number of the principal office of
Hartford Series Fund, Inc. are the same as those of your Fund.
In connection with the proposed Reorganizations, New Funds will be
established as series of Hartford Series Fund Inc. Each of the New Funds will
have the same investment objective, investment strategies, techniques and
restrictions as the corresponding Stand-Alone Fund. Each Stand-Alone Fund will
transfer all of its assets to the corresponding New Fund in exchange for shares
of the New Fund and the assumption by the New Fund of all of its liabilities.
The shares of the New Fund will then be distributed in complete liquidation to
the Stand-Alone Fund's shareholders, who will then become shareholders of the
New Fund. The Stand-Alone Fund will then be dissolved, and its legal existence
terminated. In each Reorganization, the shareholders of a Stand-Alone Fund will
receive shares of the corresponding New Fund of the same class (Class IA or
Class IB) as, and having an aggregate net asset value equal to the aggregate net
asset value of, the shares of the Stand-Alone Fund they hold on the date of the
Reorganization.
Hartford Series Fund, Inc. currently offers the following portfolios:
Hartford Global Communications HLS Fund, Hartford Global Financial Services HLS
Fund, Hartford Global Health HLS Fund, Hartford Global Technology HLS Fund,
Hartford International Capital Appreciation HLS Fund, Hartford Value HLS Fund,
Hartford International Small Company HLS Fund, Hartford Midcap Value HLS Fund,
Hartford Focus HLS Fund, Hartford Growth HLS Fund, Hartford Global Leaders HLS
Fund, Hartford Growth and Income HLS Fund, and Hartford High Yield HLS Fund. If
the Reorganization of your Fund is approved by the shareholders of your Fund,
your Fund will become an additional portfolio of Hartford Series Fund, Inc.
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REASONS FOR THE PROPOSED REORGANIZATION
Your Fund's Board of Directors unanimously recommends reorganization of
your Fund as a series of Hartford Series Fund, Inc. The Reorganizations are
expected to consolidate and streamline the operations of the Funds and
potentially reduce the Funds' operating expenses. Your Fund's Board of Directors
has unanimously determined that the proposed Reorganization with respect to your
Fund is in the best interests of the Fund, that the terms of the Reorganization
are fair and reasonable, and that the interests of the shareholders and
beneficial owners of the Fund will not be diluted as a result of the
Reorganization.
SUMMARY OF THE REORGANIZATION PLANS
Each Plan provides that the relevant New Fund will acquire all of the
assets of the corresponding Stand-Alone Fund in exchange for the assumption by
the New Fund of all of the liabilities of the Stand-Alone Fund and for the
issuance of the shares of the New Fund ("Reorganization Shares"), all as of the
Exchange Date (defined in each Plan to be [ ], 2002 or such other date as may be
agreed upon by the New Fund and the Stand-Alone Fund). The following discussion
summarizes the important terms of the Reorganization Plan. The summary is
qualified in its entirety by reference to the form of Agreement and Plan of
Reorganization attached as Appendix C to this proxy statement. You should read
the reorganization plan in its entirety.
Each Stand-Alone Fund will sell all of its assets to the corresponding
New Fund, and, in exchange, the New Fund will assume all of the liabilities of
the Stand-Alone Fund and deliver to the Stand-Alone Fund (i) a number of full
and fractional Class IA Reorganization Shares having an aggregate net asset
value equal to the value of the assets of the Stand-Alone Fund attributable to
its Stand-Alone Class IA shares, and (ii) a number of full and fractional Class
IB Reorganization Shares having an aggregate net asset value equal to the value
of assets of the Stand-Alone Fund attributable to its Class IB shares. For a
discussion of the tax consequences of the proposed Reorganization, see Proposal
IV - "Federal Income Tax Consequences."
Immediately following the Exchange Date, each Stand-Alone Fund will
distribute in complete liquidation to its shareholders of record as of the close
of business on the Exchange Date the full and fractional Reorganization Shares
received by the Stand-Alone Fund, with Class IA Reorganization Shares being
distributed to holders of Class IA shares of the Stand-Alone Fund and Class IB
Reorganization Shares being distributed to holders of Class IB shares of the
Stand-Alone Fund. As a result of the proposed transaction, each holder of Class
IA and Class IB shares of the Stand-Alone Fund will receive a number of Class IA
and Class IB Reorganization Shares equal in aggregate value at the Exchange Date
to the aggregate value of the Class IA and Class IB shares, respectively, of the
Stand-Alone Fund held by the shareholder. This distribution will be accomplished
by the establishment of accounts on the share records of the corresponding New
Fund in the names of the Stand-Alone Fund shareholders, each account
representing the respective number of full and fractional Class IA and Class IB
Reorganization Shares due such shareholder. Because the shares of the New Fund
will not be represented by certificates, certificates for Reorganization Shares
will not be issued. At the completion of the Reorganizations, all issued and
outstanding shares of each Stand-Alone Fund will simultaneously be cancelled on
the books of the Stand-Alone Fund. As promptly as practicable after the
liquidation of each Stand-Alone Fund, each Stand-Alone Fund shall be dissolved
and its legal existence terminated.
The consummation of each Reorganization is subject to the conditions
set forth in the Plan, any one of which may be waived. Each Plan may be
terminated and the Reorganization abandoned at any time, before or after
approval by the shareholders of the Stand-Alone Fund, prior to the Exchange
Date, by mutual consent of the relevant Stand-Alone Fund and New Fund or, if any
condition set forth in the Plan has not been fulfilled and has not been waived
by the party entitled to its benefits, by such party.
All legal and accounting fees and expenses, printing and other fees and
expenses (other than portfolio transfer taxes (if any), brokerage and other
similar expenses, all of which will be borne by the relevant Fund) incurred in
connection with the consummation of the transactions contemplated by the Plan
will be borne by the Funds.
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Notwithstanding any of the foregoing, expenses will in any event be
paid by the party directly incurring such expenses if and to the extent that the
payment by any other party of such expenses would result in the disqualification
of the first party as a "regulated investment company" within the meaning of
Section 851 of the Internal Revenue Code of 1986, as amended (the "Code").
REORGANIZATION SHARES
Full and fractional Reorganization Shares will be issued to each
Stand-Alone Fund's shareholders in accordance with the procedure under the Plan
as described above. The Reorganization Shares are Class IA and Class IB shares
of the New Fund, which will have substantially similar characteristics as the
corresponding classes of Stand-Alone Fund shares.
OTHER MATTERS
The investment objectives, policies and restrictions of each
Stand-Alone Fund, as amended pursuant to Proposals II and III (if approved by
shareholders), will be adopted by each corresponding New Fund and will not
change as a result of the Reorganizations.
HL Advisors is currently the investment advisor to each of the
Stand-Alone Funds pursuant to an investment advisory contract between the
Stand-Alone Fund and HL Advisors. Following the reorganization, HL Advisors will
continue as investment advisor for each New Fund pursuant to an investment
advisory contract between Hartford Series Fund, Inc. and HL Advisors with
respect to the Stand Alone Fund that is substantially similar to the Stand-Alone
Fund's existing investment advisory contract. Each Stand-Alone Fund, as the sole
shareholder of each New Fund prior to the Stand-Alone Fund's Reorganization,
will approve an Investment Management Agreement between the New Fund and HL
Advisors.
Each of the Stand-Alone Funds and Hartford Series Fund, Inc. has
entered into a distribution agreement with Hartford Securities Distribution
Company ("Hartford Securities"). Following the Reorganizations, Hartford
Securities will serve as the principal underwriter of each of the New Funds on
substantially similar terms as it does currently with respect to the
corresponding Stand-Alone Funds. In addition, each of the Stand-Alone Funds has
adopted a distribution plan under Rule 12b-1 of the 1940 Act, pursuant to which
the Fund compensates Hartford Securities for services provided, and expenses
incurred by Hartford Securities in connection with the distribution of the
Fund's shares. The Board of Directors of Hartford Series Fund, Inc. has approved
a substantially similar distribution plan for each New Fund. Each Stand-Alone
Fund, as the sole shareholder of the corresponding New Fund prior to the
Stand-Alone Fund's Reorganization, will approve the distribution plan of the New
Fund.
Currently, the Board of Directors of each Stand-Alone Fund is comprised
of the same seven directors as the Board of Directors of Hartford Series Fund,
Inc. If Proposal I described herein is approved by the shareholders of each
Company, the Board of Directors of each Stand-Alone Fund will be comprised of
the same nine directors as the Board of Directors of Hartford Series Fund, Inc.
and following the Reorganization there will be one Board of Directors for all of
the Funds comprised of these same nine directors. Each Stand-Alone Fund's
officers are, and will continue to be after the Reorganization, officers of
Hartford Series Fund, Inc.
STRUCTURE OF THE HARTFORD SERIES FUND, INC. AND THE NEW FUNDS
Hartford Series Fund, Inc. has been established pursuant to its
Articles of Incorporation and By-Laws under the laws of the State of Maryland.
Hartford Series Fund, Inc. is an open-end investment company offering thirteen
series of funds. Immediately prior to the Reorganization, the New Funds will
have nominal assets and no liabilities and the sole holder of the outstanding
shares of each New Fund will be the corresponding Stand-Alone Fund.
Each of the Reorganization Shares will be fully paid and nonassessable
by Hartford Series Fund, Inc. when issued, will be transferable without
restriction, and will have no preemptive or conversion rights. Hartford Series
Fund, Inc.'s Articles of Incorporation permit the Board of Directors to issue up
to twelve billion shares and, without shareholder approval, to divide its shares
into two or more series of shares representing separate investment
-24-
portfolios and to further divide any such series into two or more classes of
shares having such preferences and special or relative rights and privileges as
the Directors may determine.
COMPARISON OF DIFFERENCES
Because the shareholders of each Stand-Alone Fund will become
shareholders of a single corporation, the voting power of a shareholder of a New
Fund may be diluted. For example, after the Reorganization, shareholders of
Hartford Series Fund, Inc. will vote together as a single class (not separately
by Fund) on certain matters, such as the election of Directors and ratification
of auditors. Although any such combined voting will be subject to requirements
of the 1940 Act as to separate series or class voting rights, a shareholder's
ability to influence the outcome of such votes may be reduced, as his or her
vote may be aggregated with a greater number of other votes than if that
shareholder had voted only with the other shareholders of his or her Fund.
Because each Stand-Alone Fund and Hartford Series Fund, Inc. are
Maryland corporations, the rights of securities holders and beneficial owners of
each Stand-Alone Fund under state law are expected to remain substantially
unchanged after the Reorganizations. Some differences under the Funds' governing
documents should be noted, however. The provisions of Hartford Series Fund,
Inc.'s Articles of Incorporation differ in some respects from those of the
Stand-Alone Funds. As a result, certain rights of shareholders, as discussed
below, will change following the Reorganizations (the By-laws of Hartford Series
Fund, Inc. and each of the Stand-Alone Funds are substantially similar, and each
Stand-Alone Fund shareholder's rights under the By-Laws are expected to remain
substantially unchanged after the Reorganizations).
The following is a summary of significant differences between each
Stand-Alone Fund's Articles of Incorporation (the "Stand-Alone Articles") and
Hartford Series Fund, Inc.'s Articles of Incorporation (the "Hartford
Articles"). For additional information regarding all of the differences,
shareholders of a Stand-Alone Fund should refer directly to such documents,
copies of which may be obtained by contacting Hartford Series Fund, Inc. at its
address listed on the cover of this proxy statement or by calling toll-free at
[ ]. Shareholders may also request copies of the relevant By-Laws.
Redemption by Company
Under the Stand-Alone Articles, each Stand-Alone Fund retains the right
to redeem the shares of any of its shareholders if the value of the shares falls
below an amount to be designated by the Board of Directors. Under the Hartford
Articles, Hartford Series Fund, Inc. has a similar right to redeem the shares of
any series held in a shareholder's account if the value of the account is less
than a specified amount determined by the Board of Directors, provided that the
shareholder has been given at least 30 days written notice and has failed to
make additional purchases of shares in an amount sufficient to bring the account
value up to the required value prior to the redemption by the corporation.
Unlike the Stand-Alone Funds, Hartford Series Fund, Inc. has the right to redeem
shares of any shareholder in two additional circumstances: (i) if the redemption
is, in the opinion of the Board of Directors, desirable in order to prevent the
corporation from being deemed a "personal holding company" within the meaning of
the Internal Revenue Code of 1986, as amended (the "Code"), and (ii) if a
shareholder has failed to furnish a correct certified social security or tax
identification number.
In the event of any redemption, Hartford Series Fund, Inc. will redeem
shares at their net asset value.
Shareholder Voting
Under the Hartford Articles, each proposal presented to shareholders
will be valid and effective if approved by a majority of the total number of
shares of the Hartford Series Fund, Inc.'s common stock entitled to vote on the
proposal. For purposes of the Hartford Articles, a "majority" vote means the
affirmative vote of the lesser of (i) more than 50% of the outstanding shares of
capital stock, or (ii) 67% or more of the shares present at a meeting if more
than 50% of the outstanding shares are represented at the meeting in person or
by proxy. According to the Hartford Articles, a majority vote is sufficient
regardless of whether any default provision of Maryland law would otherwise
require a greater proportion of votes. Examples of actions under Maryland law
requiring greater than a
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majority vote, unless otherwise provided in a corporation's Articles of
Incorporation, include, among others, a vote to approve a consolidation or
merger of the corporation with or into another entity and a vote to dissolve the
corporation, each of which requires an affirmative vote by two-thirds of all the
shares entitled to vote on the matter.
The Articles of Incorporation for each of the Stand-Alone Funds, except
Hartford Stock HLS Fund, Inc., do not override any default provisions of
Maryland law requiring a vote of greater than a majority of the shares eligible
to vote. Thus, as a result of the Reorganizations, certain proposals might be
approved by shareholders of Hartford Series Fund, Inc. that might not have been
approved by shareholders of a Stand-Alone Fund because of the heightened voting
requirements under Maryland law.
Indemnification of Directors, Officers, Employees and Agents
The Hartford Articles and Stand-Alone Articles provide for the
indemnification of Directors, officers, employees and agents under some
circumstances. While these indemnification provisions are similar, Hartford
Series Fund, Inc. and the Stand-Alone Funds apply somewhat different standards
in determining whether a person seeking indemnification shall be indemnified.
The Hartford Series Fund, Inc. will indemnify a person for liability incurred
that was not the result of such person's willful misfeasance, bad faith, gross
negligence, or reckless disregard of the duties involved in the conduct of such
person's office, and in the case employees and agents of Hartford Series Fund,
Inc., only as the Board of Directors or by-laws authorize. Each Stand-Alone Fund
similarly limits the rights to indemnification in cases of "willful misfeasance,
bad faith, gross negligence, or reckless disregard of duties," but limits the
rights to indemnification under other circumstances, as well. For example, a
Stand-Alone Fund will only indemnify a person for actions that were taken in
good faith and in a manner reasonably believed to be not opposed to the best
interests of the Stand-Alone Fund and, with respect to any alleged criminal
actions, that such person reasonably believed were lawful. Also, for each Stand
Alone Fund, other than Stock HLS Fund, Inc., any claim that results in a
settlement, conviction, or nolo contendere plea of a person seeking
indemnification creates a rebuttable presumption that such person will not be
indemnified by the Stand-Alone Fund. With regard to liability to a Stand-Alone
Fund or a Stand-Alone Fund's stockholders, no person shall be indemnified for
activities that have been adjudged negligent or a misconduct of such person's
duties to the Stand-Alone Fund (although in case of Hartford Stock HLS Fund,
Inc., such person may still be indemnified if a court determines the person is
fairly and reasonably entitled to indemnity).
Because the standards for indemnification in the Hartford Articles and
the Stand-Alone Articles differ, it is possible that, under identical
circumstances, Hartford Series Fund, Inc. would be required to indemnify its
Directors, officers, employees or agents where a Stand-Alone Fund would not.
FEDERAL INCOME TAX CONSEQUENCES
As a condition to each Stand-Alone Fund's and each New Fund's
obligation to consummate the Reorganization, each Stand-Alone Fund and each New
Fund will receive an opinion from Ropes & Gray, counsel to Hartford Series Fund,
Inc. (which opinion would be based on certain factual representations and
certain customary assumptions), to the effect that, on the basis of the existing
provisions of the Code, current administrative rules and court decisions, for
federal income tax purposes: (i) the transactions contemplated in the Plan will
constitute a reorganization within the meaning of Section 368(a)(1) of the Code,
and the New Fund and Stand-Alone Fund will each be a "party to the
reorganization" within the meaning of Section 368(b) of the Code; (ii) under
Section 361 of the Code, no gain or loss will be recognized by the Stand-Alone
Fund as a result of the Reorganization; (iii) under Section 354 of the Code, no
gain or loss will be recognized by shareholders of the Stand-Alone Fund on the
distribution of Reorganization Shares to them in exchange for their shares of
the Stand-Alone Fund; (iv) under Section 358 of the Code, the aggregate tax
basis of the Reorganization Shares that the Stand-Alone Fund's shareholders
receive in exchange for their Stand-Alone Fund shares will be the same as the
aggregate basis in the Stand-Alone Fund shares; (v) under Section 1223(1) of the
Code, a Stand-Alone Fund shareholder's holding period for the Reorganization
Shares will be determined by including the holding period for the Stand-Alone
Fund shares exchanged for the Reorganization Shares, provided that the
shareholder held the Stand-Alone Fund shares as a capital asset; (vi) under
Section 1032 of the Code, no gain or loss will be recognized by the New Fund
upon receipt of the investments in exchange for the Reorganization Shares and
the assumption by the New Fund of the liabilities of the Stand-Alone Fund; (vii)
under Section 362(b) of the Code, the aggregate tax basis in the hands of New
Fund of the
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investments transferred pursuant to the Plan will be the same as the Stand-Alone
Fund's aggregate tax basis in the investments immediately prior to such
transfer; (viii) under Section 1223(2) of the Code, the New Fund's holding
period with respect to the investments will include the periods during which the
investments were held by the Stand-Alone Fund; and (ix) the New Fund will
succeed to and take into account the items of the Stand-Alone Fund described in
Section 381(c) of the Code, subject to the conditions and limitations specified
in Sections 381, 382, 383, and 384 of the Code and the Regulations thereunder.
This description of the federal income tax consequences of the
Reorganizations is made without regard to the particular facts and circumstances
of any shareholder. Shareholders are urged to consult their own tax advisors as
to the specific consequences to them of the Reorganizations, including the
applicability and effect of state, local, foreign, and other tax laws.
TEMPORARY AMENDMENT OF FUNDAMENTAL INVESTMENT
RESTRICTIONS AND TAKING OF OTHER ACTIONS
Certain of each Stand-Alone Fund's existing fundamental investment
restrictions (as amended by Proposal II) might, absent temporary amendment,
preclude a Stand-Alone Fund from carrying out its Reorganization. Accordingly,
it is also proposed, as part of this Proposal, that the shareholders of each
Stand-Alone Fund approve a temporary amendment of the fundamental investment
restrictions of the Stand-Alone Fund, and the taking of any other actions by the
Stand-Alone Fund, to the extent necessary to complete the Stand-Alone Fund's
Reorganization. The fundamental investment restrictions of each Stand-Alone Fund
are set forth in Appendix A attached to this proxy statement. In particular, the
fundamental investment restrictions of each Stand-Alone Fund might preclude, but
the Stand-Alone Fund's Reorganization contemplates, the acquisition by a Stand
Alone Fund of a nominal number of shares of the corresponding New Fund prior to
the Reorganization so that the Stand Alone Fund's shareholders may take certain
actions incidental to the Reorganization such as approving an investment
advisory agreement. (The temporary amendments contemplated by this paragraph
will not likely be required if all of the proposed changes to the Funds'
fundamental investment policies are approved by shareholders.)
REQUIRED VOTE
Approval of this proposal for each Stand-Alone Fund requires the
affirmative vote of at least two-thirds of the Stand-Alone Fund's outstanding
shares.
The Board of Directors of each Stand-Alone Fund recommends that the
shareholders of the Stand-Alone Fund vote FOR approval of this proposal.
V. MISCELLANEOUS
QUORUM. The presence, either in person or by proxy, of shareholders
owning a majority of shares of all Funds entitled to vote at the Meeting shall
constitute a quorum.
ADJOURNMENT. In the event a quorum is not obtained or that sufficient
votes in favor of the proposals set forth in the accompanying Notice are not
received by the time scheduled for the Meeting, the persons named as proxies may
propose one or more adjournments of the Meeting for a reasonable time after the
date set for the original Meeting to permit further solicitation of proxies with
respect to any such proposals. In addition, if, in the judgment of the persons
named as proxies, subsequent developments make it advisable to defer action on
any proposal, the persons named as proxies may propose one or more adjournments
of the Meeting for a reasonable time in order to defer action on the proposal as
they deem advisable. Provided that there is a quorum, a shareholder vote may be
taken for one or more of the Proposals in this Proxy Statement prior to any
adjournment. All Proposals receiving a sufficient number of votes for approval
prior to any adjournment shall be deemed adopted and shall not require any
further shareholder approval at any adjournment or otherwise.
SOLICITATION OF PROXIES. In addition to the solicitation of voting
instructions by mail, the employees of HL Advisors or its affiliates may solicit
voting instructions in person or by telephone.
-27-
OTHER BUSINESS. The Board of Directors of each Company knows of no
other business to be brought before the Meeting. However, if any other matters
arise, the entities named on the voting instruction form will vote upon these
matters according to their best judgment.
TABULATION OF VOTES. Votes cast by proxy or in person at the Meeting
will be counted by one or more persons appointed by the President of the
Companies to act as tellers for the Meeting. The tellers will count the total
number of votes cast "FOR" the proposals for purposes of determining whether
sufficient affirmative votes have been cast. The tellers will count shares
represented by proxies that withhold authority to vote or that reflect
abstentions as shares that are present and entitled to vote on the matter for
purposes of determining the presence of a quorum.
DATE FOR RECEIPT OF SHAREHOLDERS' PROPOSALS FOR SUBSEQUENT MEETINGS OF
SHAREHOLDERS. The Companies' Charters do not provide for annual meetings of
shareholders, and the Companies do not currently intend to hold such a meeting
in 2002. Shareholder proposals for inclusion in any Company's proxy statement
for any subsequent meeting must be received by that Company a reasonable period
of time prior to any such meeting.
SHARE OWNERSHIP INFORMATION. To the best knowledge of each Fund, no
person other than [HL Advisors] owned, of record or beneficially, 5% or more of
the outstanding shares of any of the classes of any of the Funds as of May 9,
2002. Information with regard to [HL Advisors]'s ownership in each Fund of which
it owns more than 5% of the outstanding shares is provided below:
-28-
TABLE 6
Percent of Percent of
Outstanding Outstanding
Class IA Shares Class IA Shares Class IB Shares Class IB Shares
Owned by [HL Owned by [HL Owned by [HL Owned by [HL
Fund Advisors] Advisors] Advisors] Advisors]
---- --------- --------- --------- ---------
Hartford Capital Appreciation HLS Fund
Hartford Dividend and Growth HLS Fund
Hartford Index HLS Fund
Hartford International Opportunities HLS Fund
Hartford Midcap HLS Fund
Hartford Small Company HLS Fund
Hartford Stock HLS Fund
Hartford Advisers HLS Fund
Hartford Global Advisers HLS Fund
Hartford Bond HLS Fund
Hartford Mortgage Securities HLS Fund
Hartford Money Market HLS Fund
Hartford Global Communications HLS Fund
Hartford Global Financial Services HLS Fund
Hartford Global Health HLS Fund
Hartford Global Technology HLS Fund
Hartford International Capital Appreciation HLS Fund
Hartford Value HLS Fund
Hartford International Small Company HLS Fund
Hartford Midcap Value HLS Fund
Hartford Focus HLS Fund
Hartford Growth HLS Fund
Hartford Global Leaders HLS Fund
Hartford Growth and Income HLS Fund
Hartford High Yield HLS Fund
-29-
APPENDIX A
The following tables outline the proposed changes in the fundamental
policies for each Fund, stating the current policy and the proposed revised
policy.
HARTFORD CAPITAL APPRECIATION HLS FUND, INC.
HARTFORD DIVIDEND AND GROWTH HLS FUND, INC.
HARTFORD INDEX HLS FUND, INC.
HARTFORD INTERNATIONAL OPPORTUNITIES HLS FUND, INC.
HARTFORD MIDCAP HLS FUND, INC.
HARTFORD SMALL COMPANY HLS FUND, INC.
HARTFORD STOCK HLS FUND, INC.
HARTFORD ADVISERS HLS FUND, INC.
HARTFORD GLOBAL ADVISERS HLS FUND, INC.
HARTFORD BOND HLS FUND, INC.
HARTFORD MORTGAGE SECURITIES HLS FUND, INC.
HARTFORD MONEY MARKET HLS FUND, INC.
HARTFORD GLOBAL LEADERS HLS FUND
HARTFORD GROWTH AND INCOME HLS FUND
HARTFORD HIGH YIELD HLS FUND
PROPOSAL CURRENT POLICY REVISED POLICY
-------- -------------- --------------
II.A(i). Proposal to revise the The Fund will not "issue senior The Fund will not "borrow money or
fundamental policy regarding the securities." issue any class of senior
issuing of senior securities. securities, except to the extent
consistent with the Investment
Company Act of 1940, as amended, and
the rules and regulations
thereunder, or as may otherwise be
permitted from time to time by
regulatory authority."
II.A(ii). Proposal to revise the The Fund will not "borrow money, The Fund will not "borrow money or
fundamental policy regarding the except from banks and then only if issue any class of senior
borrowing of money. immediately after each such borrowing securities, except to the extent
there is asset coverage of at least consistent with the Investment
300% as defined in the 1940 Act." Company Act of 1940, as amended, and
the rules and regulations
thereunder, or as may otherwise be
permitted from time to time by
regulatory authority."
-30-
(cont'd)
II.B. Proposal to revise the The Fund will not "invest 25% or more The Fund will not "purchase the
fundamental policy regarding of its total assets in the securities securities of any issuer (other
investment concentrations within a of one or more issuers conducting than securities issued or
particular industry. their principal business activities in guaranteed by the U.S. government
the same industry (excluding the U.S. or any of its agencies or
Government or any of its agencies or instrumentalities) if, as a result,
instrumentalities)." more than 25% of the Fund's total
assets would be invested in the
securities of companies whose
principal business activities are in
the same industry."
II.D. Proposal to revise the The Fund will not "make loans, except The Fund will not "make loans,
fundamental policy regarding the through (a) the purchase of debt except to the extent consistent with
making of loans. obligations in accordance with the the Investment Company Act of 1940,
Fund's investment objective and as amended, and the rules and
policies, (b) repurchase agreements regulations thereunder, or as may
with banks, brokers, dealers and other otherwise be permitted from time to
financial institutions, and (c) loans time by regulatory authority."
of cash or securities as permitted by
applicable law."
II.E. Proposal to revise the The Fund will not "underwrite The Fund will not "act as an
fundamental policy regarding securities issued by others, except to underwriter of securities of other
underwriting securities. the extent that the sale of portfolio issuers, except to the extent that,
securities by the Fund may be deemed in connection with the disposition
to be an underwriting." of portfolio securities, the Fund may
be deemed an underwriter under
applicable laws."
II.F. Proposal to revise the The Fund will not "purchase or sell The Fund will not "purchase or sell
fundamental policy regarding real estate, except that [a Fund] may real estate unless acquired as a
investments in real estate and (a) acquire or lease office space for result of ownership of securities or
interests therein. its own use, (b) invest in securities other instruments, although it may
of issuers that invest in real estate purchase securities secured by real
or interests therein, (e.g., real estate or interests therein, or
estate investment trusts) (c) invest securities issued by companies which
in securities that are secured by real invest in real estate or interests
estate or interests therein, (d) therein."
purchase and sell mortgage-related
securities, (e) hold and sell real
estate acquired by the Fund as a
result of the ownership of securities
and (f) invest in real estate limited
partnerships."
II.G. Proposal to revise the The Fund will not "invest in The Fund will not "purchase or sell
fundamental policy regarding commodities or commodity contracts, commodities or commodities
purchases and sales of commodities except that the Fund may invest in contracts, except that the Fund may
and commodities contracts. currency and financial instruments and purchase or sell financial futures
contracts that are commodities or contracts, options on financial
commodity contracts." 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."
II.H. Proposal to eliminate the "With respect to 75% of a Fund's total The current policy will be
fundamental policy regarding assets," each Fund will not "purchase eliminated.
diversification. securities of an issuer (other than
cash,
-31-
(cont'd)
cash items or securities issued or
guaranteed by the U.S. Government, its
agencies, instrumentalities or
authorities), if (a) such purchase
would cause more than 5% of the Fund's
total assets taken at market value to
be invested in the securities of such
issuer; or (b) such purchase would at
the time result in more than 10% of
the outstanding voting securities of
such issuer being held by the Fund."
-32-
HARTFORD GROWTH HLS FUND
HARTFORD VALUE HLS FUND
HARTFORD MIDCAP VALUE HLS FUND
HARTFORD INTERNATIONAL CAPITAL APPRECIATION HLS FUND
HARTFORD INTERNATIONAL SMALL COMPANY HLS FUND
PROPOSAL CURRENT POLICY REVISED POLICY
-------- -------------- --------------
II.A(i). Proposal to revise the The Fund will not "issue senior The Fund will not "borrow money or issue
fundamental policy regarding the securities to the extent such any class of senior securities, except to
issuing of senior securities. issuance would violate applicable the extent consistent with the Investment
law." Company Act of 1940, as amended, and the
rules and regulations thereunder, or as
may otherwise be permitted from time to
time by regulatory authority."
II.A(ii). Proposal to revise the The Fund will not "borrow money, The Fund will not "borrow money or issue
fundamental policy regarding the except (a) the [ ] Fund may any class of senior securities, except to
borrowing of money. borrow from banks (as defined in the extent consistent with the Investment
the 1940 Act) and through reverse Company Act of 1940, as amended, and the
repurchase agreements in amounts rules and regulations thereunder, or as
up to 33.33% of its total assets may otherwise be permitted from time to
(including the amount borrowed), time by regulatory authority."
(b) the [ ] Fund may, to the
extent permitted by applicable
law, borrow up to an additional
5% of its total assets for
temporary purposes, (c) the [ ]
Fund may obtain such short-term
credits as may be necessary for
the clearance of purchases and
sales of portfolio securities,
(d) the [ ] Fund may purchase
securities on margin to the
extent permitted by applicable
law and (e) the [ ] Fund may
engage in transactions in
mortgage dollar rolls which are
accounted for as financings."
II.B. Proposal to revise the The Fund will not "invest 25% or The Fund will not "purchase the
fundamental policy regarding more of its total assets in the securities of any issuer (other than
investment concentrations within a securities of one or more issuers securities issued or guaranteed by the
particular industry. conducting their principal U.S. government or any of its agencies
business activities in the same or instrumentalities) if, as a result,
industry (excluding the U.S. more than 25% of the Fund's total assets
Government or any of its agencies would be invested in the securities of
or instrumentalities)." companies whose principal business
activities are in the same industry."
-33-
HARTFORD GROWTH HLS FUND
HARTFORD VALUE HLS FUND
HARTFORD MIDCAP VALUE HLS FUND
HARTFORD INTERNATIONAL CAPITAL APPRECIATION HLS FUND
HARTFORD INTERNATIONAL SMALL COMPANY HLS FUND
(cont'd)
II.D. Proposal to revise the The Fund will not "make loans The Fund will not "make loans, except to
fundamental policy regarding the except through (a) the purchase the extent consistent with the Investment
making of loans. of debt obligations in accordance Company Act of 1940, as amended, and the
with the Fund's investment rules and regulations thereunder, or as
objective and policies, (b) may otherwise be permitted from time to
repurchase agreements with banks, time by regulatory authority."
brokers, dealers and other
financial institutions, and (c)
loans of cash or securities as
permitted by applicable law."
II.E. Proposal to revise the The Fund will not "underwrite The Fund will not "act as an underwriter
fundamental policy regarding securities issued by others, of securities of other issuers, except to
underwriting securities. except to the extent that the the extent that, in connection with the
sale of portfolio securities by disposition of portfolio securities, the
the Fund may be deemed to be an Fund may be deemed an underwriter under
underwriting." applicable laws."
II.F. Proposal to revise the The Fund will not "purchase or The Fund will not "purchase or sell real
fundamental policy regarding sell real estate" except that it estate unless acquired as a result of
investments in real estate and may "(a) acquire or lease office ownership of securities or other
interests therein. space for its own use, (b) invest instruments, although it may purchase
in securities of issuers that securities secured by real estate or
invest in real estate or interests therein, or securities issued
interests therein, (e.g., real by companies which invest in real estate
estate investment trusts) (c) or interests therein."
invest in securities that are
secured by real estate or
interests therein, (d) purchase
and sell mortgage-related
securities, (e) hold and sell
real estate acquired by the Fund
as a result of the ownership of
securities and (f) invest in real
estate limited partnerships."
II.G. Proposal to revise the The Fund will not "invest in The Fund will not "purchase or sell
fundamental policy regarding commodities or commodity commodities or commodities contracts,
purchases and sales of commodities contracts, except that the Fund except that the Fund may purchase or sell
and commodities contracts. may invest in currency and financial futures contracts, options on
financial instruments and financial futures contracts, and futures
contracts that are commodities or contracts, forward contracts, and options
commodity contracts." with respect to foreign currencies, and
may enter into swap transactions or other
financial transactions of any kind."
II.H. Proposal to eliminate the "With respect to 75% of a Fund's The current policy will be eliminated.
fundamental policy regarding total assets," each Fund will not
diversification. "purchase securities of an issuer
(other than cash, cash items or
-34-
HARTFORD GROWTH HLS FUND
HARTFORD VALUE HLS FUND
HARTFORD MIDCAP VALUE HLS FUND
HARTFORD INTERNATIONAL CAPITAL APPRECIATION HLS FUND
HARTFORD INTERNATIONAL SMALL COMPANY HLS FUND
(cont'd)
securities issued or guaranteed
by the U.S. Government, its
agencies, instrumentalities or
authorities), if (a) such
purchase would cause more than 5%
of the Fund's total assets taken
at market value to be invested in
the securities of such issuer; or
(b) such purchase would at the
time result in more than 10% of
the outstanding voting securities
of such issuer being held by the
Fund."
-35-
HARTFORD GLOBAL HEALTH HLS FUND
PROPOSAL CURRENT POLICY REVISED POLICY
-------- -------------- --------------
II.A(i). Proposal to revise the The Fund will not "issue senior The Fund will not "borrow money or
fundamental policy regarding the securities". issue any class of senior
issuing of senior securities. securities, except to the extent
consistent with the Investment
Company Act of 1940, as amended, and
the rules and regulations
thereunder, or as may otherwise be
permitted from time to time by
regulatory authority."
II.A(ii). Proposal to revise the The Fund will not "borrow money, The Fund will not "borrow money or
fundamental policy regarding the except from banks and then only if issue any class of senior
borrowing of money. immediately after each such borrowing securities, except to the extent
there is asset coverage of at least consistent with the Investment
300% as defined in the 1940 Act." Company Act of 1940, as amended, and
the rules and regulations
thereunder, or as may otherwise be
permitted from time to time by
regulatory authority."
II.C. Proposal concerning The Fund "normally invests at The Fund will "normally invest at
fundamental policy regarding least 25% of its total assets, in least 25% of its total assets, in
investments within certain the aggregate, in the following the aggregate, in the following
industries. industries: pharmaceuticals, industries: pharmaceuticals and
medical products, and health biotechnology, medical products, and
services." health services."
II.D. Proposal to revise the The Fund will not "make loans, except The Fund will not "make loans,
fundamental policy regarding the through (a) the purchase of debt except to the extent consistent with
making of loans. obligations in accordance with the the Investment Company Act of 1940,
Fund's investment objective and as amended, and the rules and
policies, (b) repurchase agreements regulations thereunder, or as may
with banks, brokers, dealers and other otherwise be permitted from time to
financial institutions, and (c) loans time by regulatory authority."
of cash or securities as permitted by
applicable law."
II.E. Proposal to revise the The Fund will not "underwrite The Fund will not "act as an
fundamental policy regarding securities issued by others, except to underwriter of securities of other
underwriting securities. the extent that the sale of portfolio issuers, except to the extent that,
securities by the Fund may be deemed in connection with the disposition of
to be an underwriting." portfolio securities, the Fund may be
deemed an underwriter under
applicable laws."
II.F. Proposal to revise the The Fund will not "purchase or sell The Fund will not "purchase or sell
fundamental policy regarding real estate, except that [a Fund] may real estate unless acquired as a
investments in real estate and (a) acquire or lease office space for result of ownership of securities or
interests therein. its own use, (b) invest in securities other instruments, although it may
of issuers that invest in real estate purchase securities secured by real
or interests therein, (e.g., real estate or interests therein, or
estate investment trusts) (c) invest securities issued by companies which
in securities that are secured by real invest in real estate or interests
estate or interests therein, (d) therein."
purchase
-36-
HARTFORD GLOBAL HEALTH HLS FUND
(cont'd)
and sell mortgage-related securities,
(e) hold and sell real estate acquired
by the Fund as a result of the
ownership of securities and (f) invest
in real estate limited partnerships."
II.G. Proposal to revise the The Fund will not "invest in The Fund will not "purchase or sell
fundamental policy regarding commodities or commodity contracts, commodities or commodities
purchases and sales of commodities except that the Fund may invest in contracts, except that the Fund may
and commodities contracts. currency and financial instruments and purchase or sell financial futures
contracts that are commodities or contracts, options on financial
commodity contracts." 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."
-37-
HARTFORD GLOBAL TECHNOLOGY
PROPOSAL CURRENT POLICY REVISED POLICY
-------- -------------- --------------
II.A(i). Proposal to revise the The Fund will not "issue senior The Fund will not "borrow money or
fundamental policy regarding the securities". issue any class of senior
issuing of senior securities. securities, except to the extent
consistent with the Investment
Company Act of 1940, as amended, and
the rules and regulations
thereunder, or as may otherwise be
permitted from time to time by
regulatory authority."
II.A(ii). Proposal to revise the The Fund will not "borrow money, The Fund will not "borrow money or
fundamental policy regarding the except from banks and then only if issue any class of senior
borrowing of money. immediately after each such borrowing securities, except to the extent
there is asset coverage of at least consistent with the Investment
300% as defined in the 1940 Act." Company Act of 1940, as amended, and
the rules and regulations
thereunder, or as may otherwise be
permitted from time to time by
regulatory authority."
II.C. Proposal concerning The Fund "normally invests at The Fund will "normally invest at
fundamental policy regarding least 25% of its total assets, in least 25% of its total assets, in
investments within industries. the aggregate, in the following the aggregate, in the following
industries: computers and computer industries: technology hardware and
equipment, software and computer equipment, software and computer
services, electronics, and services, commercial services and
communication equipment." supplies, electronics, and
communication equipment."
II.D. Proposal to revise the The Fund will not "make loans, except The Fund will not "make loans,
fundamental policy regarding the through (a) the purchase of debt except to the extent consistent with
making of loans. obligations in accordance with the the Investment Company Act of 1940,
Fund's investment objective and as amended, and the rules and
policies, (b) repurchase agreements regulations thereunder, or as may
with banks, brokers, dealers and other otherwise be permitted from time to
financial institutions, and (c) loans time by regulatory authority."
of cash or securities as permitted by
applicable law."
II.E. Proposal to revise the The Fund will not "underwrite The Fund will not "act as an
fundamental policy regarding securities issued by others, except to underwriter of securities of other
underwriting securities. the extent that the sale of portfolio issuers, except to the extent that,
securities by the Fund may be deemed in connection with the disposition of
to be an underwriting." portfolio securities, the Fund may be
deemed an underwriter under
applicable laws."
II.F. Proposal to revise the The Fund will not "purchase or sell The Fund will not "purchase or sell
fundamental policy regarding real estate, except that [a Fund] may real estate unless acquired as a
investments in real estate and (a) acquire or lease office space for result of ownership of securities or
interests therein. its own use, (b) invest in securities other instruments, although it may
of issuers that invest in real estate purchase securities secured by real
or interests therein, (e.g., real estate or interests therein, or
estate investment trusts) (c) invest securities issued by companies which
in securities that are secured by real invest in real estate or interests
estate or interests therein, (d) therein."
purchase and sell mortgage-related
securities,
-38-
HARTFORD GLOBAL TECHNOLOGY
(cont'd)
PROPOSAL CURRENT POLICY REVISED POLICY
-------- -------------- --------------
(e) hold and sell real estate acquired
by the Fund as a result of the
ownership of securities and (f) invest
in real estate limited partnerships."
II.G. Proposal to revise the The Fund will not "invest in The Fund will not "purchase or sell
fundamental policy regarding commodities or commodity contracts, commodities or commodities
purchases and sales of commodities except that the Fund may invest in contracts, except that the Fund may
and commodities contracts. currency and financial instruments and purchase or sell financial futures
contracts that are commodities or contracts, options on financial
commodity contracts." 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."
-39-
HARTFORD GLOBAL COMMUNICATIONS HLS FUND
PROPOSAL CURRENT POLICY REVISED POLICY
-------- -------------- --------------
II.A(i). Proposal to revise the The Fund will not "issue senior The Fund will not "borrow money or issue
fundamental policy regarding the securities to the extent such any class of senior securities, except to
issuing of senior securities. issuance would violate applicable the extent consistent with the Investment
law." Company Act of 1940, as amended, and the
rules and regulations thereunder, or as
may otherwise be permitted from time to
time by regulatory authority."
II.A(ii). Proposal to revise the The Fund will not "borrow money, The Fund will not "borrow money or issue
fundamental policy regarding the except (a) the [ ] Fund may any class of senior securities, except to
borrowing of money. borrow from banks (as defined in the extent consistent with the Investment
the 1940 Act) and through reverse Company Act of 1940, as amended, and the
repurchase agreements in amounts rules and regulations thereunder, or as
up to 33.33% of its total assets may otherwise be permitted from time to
(including the amount borrowed), time by regulatory authority."
(b) the [ ] Fund may, to the
extent permitted by applicable
law, borrow up to an additional
5% of its total assets for
temporary purposes, (c) the [ ]
Fund may obtain such short-term
credits as may be necessary for
the clearance of purchases and
sales of portfolio securities,
(d) the [ ] Fund may purchase
securities on margin to the
extent permitted by applicable
law and (e) the [ ] Fund may
engage in transactions in
mortgage dollar rolls which are
accounted for as financings."
II.C. Proposal concerning The Fund "normally invests The Fund will "normally invest at least
fundamental policy regarding at least 25% of its total 25% of its total assets, in the
investments within certain assets, in the aggregate, in aggregate, in the following industries:
industries. the following industries: telecommunication services and media."
telecommunication services
and media."
II.D. Proposal to revise the The Fund will not "make loans The Fund will not "make loans, except to
fundamental policy regarding the except through (a) the purchase the extent consistent with the Investment
making of loans. of debt obligations in accordance Company Act of 1940, as amended, and the
with the Fund's investment rules and regulations thereunder, or as
objective and policies, (b) may otherwise be permitted from time to
repurchase agreements with banks, time by regulatory authority."
brokers, dealers and other
financial institutions, and (c)
loans of cash or securities as
permitted by applicable law."
II.E. Proposal to revise the The Fund will not "underwrite The Fund will not "act as an underwriter
fundamental policy regarding securities issued by others, of securities of other issuers, except to
underwriting securities. except to the extent that the the extent that, in connection with the
sale of portfolio securities by disposition of portfolio securities, the
the Fund Fund may be
-40-
HARTFORD GLOBAL COMMUNICATIONS HLS FUND
(cont'd)
PROPOSAL CURRENT POLICY REVISED POLICY
-------- -------------- --------------
may be deemed by an deemed an underwriter under
underwriting." applicable laws."
II.F. Proposal to revise the The Fund will not "purchase or The Fund will not "purchase or sell real
fundamental policy regarding sell real estate" except that it estate unless acquired as a result of
investments in real estate and may "(a) acquire or lease office ownership of securities or other
interests therein. space for its own use, (b) invest instruments, although it may purchase
in securities of issuers that securities secured by real estate or
invest in real estate or interests therein, or securities issued
interests therein, (e.g., real by companies which invest in real estate
estate investment trusts) (c) or interests therein."
invest in securities that are
secured by real estate or
interests therein, (d) purchase
and sell mortgage-related
securities, (e) hold and sell
real estate acquired by the Fund
as a result of the ownership of
securities and (f) invest in real
estate limited partnerships."
II.G. Proposal to revise the The Fund will not "invest in The Fund will not "purchase or sell
fundamental policy regarding commodities or commodity commodities or commodities contracts,
purchases and sales of commodities contracts, except that the Fund except that the Fund may purchase or sell
and commodities contracts. may invest in currency and financial futures contracts, options on
financial instruments and financial futures contracts, and futures
contracts that are commodities or contracts, forward contracts, and options
commodity contracts." with respect to foreign currencies, and
may enter into swap transactions or other
financial transactions of any kind."
-41-
HARTFORD GLOBAL FINANCIAL SERVICES HLS FUND
PROPOSAL CURRENT POLICY REVISED POLICY
-------- -------------- --------------
II.A(i). Proposal to revise the The Fund will not "issue senior The Fund will not "borrow money or issue
fundamental policy regarding the securities to the extent such any class of senior securities, except to
issuing of senior securities. issuance would violate applicable the extent consistent with the Investment
law." Company Act of 1940, as amended, and the
rules and regulations thereunder, or as
may otherwise be permitted from time to
time by regulatory authority."
II.A(ii). Proposal to revise the The Fund will not "borrow money, The Fund will not "borrow money or issue
fundamental policy regarding the except (a) the [ ] Fund may any class of senior securities, except to
borrowing of money. borrow from banks (as defined in the extent consistent with the Investment
the 1940 Act) and through reverse Company Act of 1940, as amended, and the
repurchase agreements in amounts rules and regulations thereunder, or as
up to 33.33% of its total assets may otherwise be permitted from time to
(including the amount borrowed), time by regulatory authority."
(b) the [ ] Fund may, to the
extent permitted by applicable
law, borrow up to an additional
5% of its total assets for
temporary purposes, (c) the [ ]
Fund may obtain such short-term
credits as may be necessary for
the clearance of purchases and
sales of portfolio securities,
(d) the [ ] Fund may purchase
securities on margin to the
extent permitted by applicable
law and (e) the [ ] Fund may
engage in transactions in
mortgage dollar rolls which are
accounted for as financings."
II.C. Proposal concerning The Fund "normally invests at The Fund will "normally invest at least
fundamental policy regarding least 25% of its total assets, in 25% of its total assets, in the
investments within certain the aggregate, in the following aggregate, in the following
industries. industries: banks, diversified industries: banks, diversified
financials, and insurance." financials, and insurance."
II.D. Proposal to revise the The Fund will not "make loans The Fund will not "make loans, except to
fundamental policy regarding the except through (a) the purchase the extent consistent with the Investment
making of loans. of debt obligations in accordance Company Act of 1940, as amended, and the
with the Fund's investment rules and regulations thereunder, or as
objective and policies, (b) may otherwise be permitted from time to
repurchase agreements with banks, time by regulatory authority.
brokers, dealers and other
financial institutions, and (c)
loans of cash or securities as
permitted by applicable law."
II.E. Proposal to revise the The Fund will not "underwrite The Fund will not "act as an underwriter
fundamental policy regarding securities issued by others, of securities of other issuers, except to
underwriting securities. except to the extent that the the extent that, in connection with the
sale of portfolio securities by disposition of portfolio securities, the
the Fund may be deemed by an Fund may be deemed an underwriter
underwriting." under applicable laws.
-42-
HARTFORD GLOBAL FINANCIAL SERVICES HLS FUND
(cont'd)
PROPOSAL CURRENT POLICY REVISED POLICY
-------- -------------- --------------
II.F. Proposal to revise the The Fund will not "purchase or The Fund will not "purchase or sell real
fundamental policy regarding sell real estate" except that it estate unless acquired as a result of
investments in real estate and may "(a) acquire or lease office ownership of securities or other
interests therein. space for its own use, (b) invest instruments, although it may purchase
in securities of issuers that securities secured by real estate or
invest in real estate or interests therein, or securities issued
interests therein, (e.g., real by companies which invest in real estate
estate investment trusts) (c) or interests therein."
invest in securities that are
secured by real estate or
interests therein, (d) purchase
and sell mortgage-related
securities, (e) hold and sell
real estate acquired by the Fund
as a result of the ownership of
securities and (f) invest in real
estate limited partnerships."
II.G. Proposal to revise the The Fund will not "invest in The Fund will not "purchase or sell
fundamental policy regarding commodities or commodity commodities or commodities contracts,
purchases and sales of commodities contracts, except that the Fund except that the Fund may purchase or sell
and commodities contracts. may invest in currency and financial futures contracts, options on
financial instruments and financial futures contracts, and futures
contracts that are commodities or contracts, forward contracts, and options
commodity contracts." with respect to foreign currencies, and
may enter into swap transactions or other
financial transactions of any kind."
-43-
HARTFORD FOCUS HLS FUND
PROPOSAL CURRENT POLICY REVISED POLICY
-------- -------------- --------------
II.A(i). Proposal to revise the The Fund will not "issue senior The Fund will not "borrow money or issue
fundamental policy regarding the securities to the extent such any class of senior securities, except to
issuing of senior securities. issuance would violate applicable the extent consistent with the Investment
law." Company Act of 1940, as amended, and the
rules and regulations thereunder, or as
may otherwise be permitted from time to
time by regulatory authority."
II.A(ii). Proposal to revise the The Fund will not "borrow money, The Fund will not "borrow money or issue
fundamental policy regarding the except (a) the [] Fund may borrow any class of senior securities, except to
borrowing of money. from banks (as defined in the the extent consistent with the Investment
1940 Act) and through reverse Company Act of 1940, as amended, and the
repurchase agreements in amounts rules and regulations thereunder, or as
up to 33.33% of its total assets may otherwise be permitted from time to
(including the amount borrowed), time by regulatory authority."
(b) the [ ] Fund may, to the
extent permitted by applicable
law, borrow up to an additional
5% of its total assets for
temporary purposes, (c) the [ ]
Fund may obtain such short-term
credits as may be necessary for
the clearance of purchases and
sales of portfolio securities,
(d) the [ ] Fund may purchase
securities on margin to the
extent permitted by applicable
law and (e) the [ ] Fund may
engage in transactions in
mortgage dollar rolls which are
accounted for as financings."
II.B. Proposal to revise the The Fund will not "invest 25% or The Fund will not "purchase the
fundamental policy regarding more of its total assets in the securities of any issuer (other than
investment concentrations within a securities of one or more issuers securities issued or guaranteed by the
particular industry. conducting their principal U.S. government or any of its agencies or
business activities in the same instrumentalities) if, as a result, more
industry (excluding the U.S. than 25% of the Fund's total assets would
Government or any of its agencies be invested in the securities of
or instrumentalities)." companies whose principal business
activities are in the same industry."
-44-
HARTFORD FOCUS HLS FUND
(cont'd)
II.D. Proposal to revise the The Fund will not "make loans The Fund will not "make loans, except to
fundamental policy regarding the except through (a) the purchase the extent consistent with the Investment
making of loans. of debt obligations in accordance Company Act of 1940, as amended, and the
with the Fund's investment rules and regulations thereunder, or as
objective and policies, (b) may otherwise be permitted from time to
repurchase agreements with banks, time by regulatory authority."
brokers, dealers and other
financial institutions, and (c)
loans of cash or securities as
permitted by applicable law."
II.E. Proposal to revise the The Fund will not "underwrite The Fund will not "act as an underwriter of
fundamental policy regarding securities issued by others, securities of other issuers, except to the
underwriting securities. except to the extent that the extent that, in connection with the disposition
sale of portfolio securities by of portfolio securities, the Fund may be
the Fund may be deemed to be an deemed an underwriter under applicable laws."
underwriting."
II.F. Proposal to revise the The Fund will not "purchase or The Fund will not "purchase or sell real
fundamental policy regarding sell real estate" except that it estate unless acquired as a result of
investments in real estate and may "(a) acquire or lease office ownership of securities or other
interests therein. space for its own use, (b) invest instruments, although it may purchase
in securities of issuers that securities secured by real estate or
invest in real estate or interests therein, or securities issued
interests therein, (e.g., real by companies which invest in real estate
estate investment trusts) (c) or interests therein."
invest in securities that are
secured by real estate or
interests therein, (d) purchase
and sell mortgage-related
securities, (e) hold and sell
real estate acquired by the Fund
as a result of the ownership of
securities and (f) invest in real
estate limited partnerships"
II.G. Proposal to revise the The Fund will not "invest in The Fund will not "purchase or sell
fundamental policy regarding commodities or commodity commodities or commodities contracts,
purchases and sales of commodities contracts, except that the Fund except that the Fund may purchase or sell
and commodities contracts. may invest in currency and financial futures contracts, options on
financial instruments and financial futures contracts, and futures
contracts that are commodities or contracts, forward contracts, and options
commodity contracts." with respect to foreign currencies, and
may enter into swap transactions or other
financial transactions of any kind."
-45-
APPENDIX B
The following table lists each Fund affected by Proposal III and its
corresponding investment objective.
FUND INVESTMENT OBJECTIVE
---- --------------------
Hartford Advisers HLS Fund The Hartford Advisers HLS Fund
seeks maximum long-term total
return.
Hartford Bond HLS Fund The Hartford Bond HLS Fund
seeks a high level of current
income, consistent with a
competitive total return, as
compared to bond funds with
similar investment objectives
and policies, by investing
primarily in debt securities.
Hartford Capital Appreciation HLS Fund The Hartford Capital
Appreciation HLS Fund seeks
growth of capital by investing
primarily in stocks selected
on the basis of potential for
capital appreciation.
Hartford Dividend and Growth HLS Fund The Hartford Dividend and
Growth HLS Fund seeks a high
level of current income
consistent with growth of
capital by investing primarily
in stocks.
Hartford Global Health HLS Fund The Hartford Global Health HLS
Fund seeks long-term capital
appreciation by investing,
under normal circumstances, at
least 80% of its assets in the
equity securities of health
care companies worldwide.
Hartford Global Leaders HLS Fund The Hartford Global Leaders
HLS Fund seeks growth of
capital by investing primarily
in stocks issued by companies
worldwide.
Hartford Global Technology HLS Fund The Hartford Global Technology
HLS Fund seeks long-term
capital appreciation by
investing, under normal
circumstances, at least 80% of
its assets in the equity
securities of technology
companies worldwide.
Hartford Growth and Income HLS Fund The Hartford Growth and Income
HLS Fund seeks growth of
capital and current income by
investing primarily in stocks
with earnings growth potential
and steady or rising
dividends.
Hartford High Yield HLS Fund The Hartford High Yield HLS
Fund seeks high current income
by investing in non-investment
grade debt securities. Growth
of capital is a secondary
objective.
Hartford Index HLS Fund The Hartford Index HLS Fund
seeks to provide investment
results which approximate the
price and yield performance of
publicly traded common stocks
in the aggregate.
Hartford Global Advisers HLS Fund The Hartford Global Advisers
HLS Fund seeks maximum
long-term total rate of
return.
Hartford International Opportunities HLS Fund The Hartford International
Opportunities HLS Fund seeks
-46-
growth of capital by investing
primarily in stocks issued by
non-U.S. companies.
Hartford MidCap HLS Fund The Hartford MidCap HLS Fund
seeks long-term growth of
capital by investing primarily
in stocks selected on the
basis of potential for capital
appreciation.
Hartford Money Market HLS Fund The Hartford Money Market HLS
Fund seeks maximum current
income consistent with
liquidity and preservation of
capital.
Hartford Mortgage Securities HLS Fund The Hartford Mortgage
Securities HLS Fund seeks
maximum current income
consistent with safety of
principal and maintenance of
liquidity by investing
primarily in mortgage-related
securities.
Hartford Small Company HLS Fund The Hartford Small Company HLS
Fund seeks growth of capital
by investing primarily in
stocks selected on the basis
of potential for capital
appreciation.
Hartford Stock HLS Fund The Hartford Stock HLS Fund
seeks long-term growth of
capital, with income as a
secondary consideration, by
investing primarily in stocks.
-47-
APPENDIX C
FORM OF
AGREEMENT AND PLAN OF REORGANIZATION
Hartford [__________] HLS Fund, Inc.,
reorganizing as Hartford [__________] HLS Fund, a series of
Hartford Series Fund, Inc.
This Agreement and Plan of Reorganization (this "Agreement") is made as of
[_________], 2002 by and between Hartford [________] HLS Fund, Inc., a Maryland
corporation, (the "Fund"), and Hartford Series Fund, Inc., a Maryland
corporation, on behalf of its Hartford [_________] HLS Fund series (the "New
Fund").
PLAN OF REORGANIZATION
The Fund intends to change its identity through a "reorganization" within
the meaning of section 368(a)(1)(F) of the Internal Revenue Code of 1986, as
amended (the "Code"). The reorganization will be accomplished as follows:
(a) The Fund shall sell, assign, convey, transfer and deliver to the New
Fund on the Exchange Date (as defined in Section 6) all of its properties and
assets. In consideration therefor, the New Fund shall, on the Exchange Date,
assume all of the liabilities of the Fund existing at the Valuation Time (as
defined in Section 3(c)) and deliver to the Fund (i) a number of full and
fractional Class IA shares of common stock of the New Fund (the "Class IA
Reorganization Shares") equal to the number of, and having an aggregate net
asset value equal to that of, the full and fractional Class IA shares of the
Fund outstanding as of the Valuation Time, and (ii) a number of full and
fractional Class IB shares of common stock of the New Fund (the "Class IB
Reorganization Shares") equal to the number of, and having an aggregate net
asset value equal to that of, the full and fractional Class IB shares of the
Fund outstanding as of the Valuation Time. The Class IA Reorganization Shares
and the Class IB Reorganization Shares shall be referred to collectively as the
"Reorganization Shares."
(b) Upon consummation of the transactions described in paragraph (a) of
this Agreement, the Fund shall distribute in complete liquidation to its Class
IA and Class IB shareholders of record as of the Exchange Date the Class IA and
Class IB Reorganization Shares, each shareholder being entitled to receive that
proportion of such Class IA and Class IB Reorganization Shares which the number
of Class IA and Class IB shares of common stock of the Fund held by such
shareholder bears to the number of Class IA and Class IB shares of the Fund
outstanding on such date. Certificates representing the Reorganization Shares
will not be issued. All issued and outstanding shares of the Fund will
simultaneously be canceled on the books of the Fund.
(c) As promptly as practicable after the liquidation of the Fund as
aforesaid, the Fund shall be dissolved pursuant to its Articles of Incorporation
and By-Laws, as amended, and applicable law, and its legal existence terminated.
Any reporting responsibility of the Fund is and shall remain the responsibility
of the Fund up to and
C-1
including the Exchange Date and, if applicable, such later date on which the
Fund is liquidated.
Such transfer, exchange, distribution and dissolution shall be on the
terms and conditions set forth in this Agreement. This Agreement is intended to
be a "plan of reorganization," within the meaning of Section 368 of the Code.
AGREEMENT
The New Fund and the Fund agree as follows:
1. REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF THE NEW FUND. The New
Fund represents and warrants to and agrees with the Fund that:
(a) The New Fund is a series of Hartford Series Fund, Inc., a
corporation duly incorporated and validly existing under the laws of the State
of Maryland, and has power to own properties and assets and to carry out its
obligations under this Agreement. Hartford Series Fund, Inc. is qualified as a
foreign corporation in every jurisdiction where required, except to the extent
that failure to so qualify would not have a material adverse effect on Hartford
Series Fund, Inc. On the Exchange Date, each of Hartford Series Fund, Inc. and
the New Fund will have all necessary federal, state and local authorizations to
carry on business and to carry out this Agreement.
(b) Hartford Series Fund, Inc. is registered under the Investment
Company Act of 1940, as amended (the "1940 Act"), as an open-end management
investment company, and such registration has not been revoked or rescinded and
is in full force and effect.
(c) There are no legal, administrative or other proceedings pending
or threatened against Hartford Series Fund, Inc. or the New Fund, which assert
liability on the part of Hartford Series Fund, Inc. or the New Fund. The New
Fund knows of no facts which might form the basis for the institution of such
proceedings and is not a party to or subject to the provisions of any order,
decree or judgment of any court or governmental body which materially and
adversely affects its business or its ability to consummate the transactions
herein contemplated.
(d) The New Fund had no operations or assets other than in
connection with its organization and the transactions contemplated by the
Agreement.
C-2
(e) No consent, approval, authorization or order of any court or
governmental authority is required for the consummation by the New Fund of the
transactions contemplated by this Agreement, except such as may be required
under the Securities Act of 1933, as amended (the "1933 Act"), the Securities
Exchange Act of 1934, as amended (the "1934 Act"), the 1940 Act and state
securities or blue sky laws (which term as used herein shall include the laws of
the District of Columbia and of Puerto Rico).
(f) The definitive proxy statement of the Fund filed with the
Securities and Exchange Commission pursuant to Rule 14a-6(b) under the 1934 Act
and relating to the meeting of the Fund's shareholders referred to in Section
7(a) (together with the documents incorporated therein by reference, the "Fund
Proxy Statement"), on the date of such filing (i) complied in all material
respects with the provisions of the 1934 Act and the 1940 Act and the rules and
regulations thereunder and (ii) did not contain any untrue statement of a
material fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading; and at the time of the
shareholders meeting referred to in Section 7(a) and on the Exchange Date, the
Fund Proxy Statement will not contain any untrue statement of a material fact or
omit to state a material fact required to be stated therein or necessary to make
the statements therein not misleading; provided, however, that the
representations and warranties in this subsection shall apply only to statements
in or omissions from the Fund Proxy Statement made in reliance upon and in
conformity with information furnished by the New Fund and Hartford Series Fund,
Inc. for use therein.
(g) There are no material contracts outstanding to which the New
Fund is a party, other than as disclosed in the prospectus and statement of
additional information of the New Fund included in Hartford Series Fund, Inc.'s
registration statement under the 1933 Act, as such prospectus and statement of
additional information are amended or supplemented as of the Exchange Date
(collectively, the "New Fund Prospectus") or the Fund Proxy Statement.
(h) The Fund is the sole shareholder of the New Fund.
(i) The New Fund was established by the Board of Directors of
Hartford Series Fund, Inc. in order to effect the transactions described in this
Agreement. The New Fund has not yet filed its first federal income tax return
and, thus, has not yet elected to be treated as a "regulated investment company"
for federal income tax purposes. However, upon filing its first income tax
return at the completion of its first taxable year, the New Fund will elect to
be a "regulated investment company" and until such time will take all steps
necessary to ensure that it qualifies for taxation as a "regulated investment
company" under Sections 851 and 852 of the Code.
C-3
(j) The issuance of the Reorganization Shares pursuant to this
Agreement will be in compliance with all applicable federal and state securities
laws.
(k) On the Exchange Date, the Reorganization Shares to be issued to
the Fund will have been duly authorized, and when issued and delivered pursuant
to this Agreement will be legally and validly issued and will be fully paid and
nonassessable by the New Fund.
2. REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF THE FUND. The Fund
represents and warrants to and agrees with the New Fund that:
(a) The Fund is a corporation duly incorporated and validly existing
under the laws of Maryland and has power to own all of its properties and assets
and to carry out this Agreement. The Fund is qualified as a foreign corporation
in every jurisdiction where required, except to the extent that failure to so
qualify would not have a material adverse effect on the Fund. The Fund has all
necessary federal, state and local authorizations to own all of its properties
and assets and to carry on its business as now being conducted and to carry out
this Agreement.
(b) The Fund is registered under the 1940 Act as an open-end
management investment company, and such registration has not been revoked or
rescinded and is in full force and effect.
(c) A statement of assets and liabilities, statements of operations,
statements of changes in net assets and a schedule of investments (indicating
their market values) of the Fund as of and for the fiscal year ended [________],
will be furnished to the New Fund. Such statement of assets and liabilities and
schedule will fairly present the financial position of the Fund as of their
dates and said statements of operations and changes in net assets will fairly
reflect the results of the Fund's operations and changes in net assets for the
periods covered thereby in conformity with generally accepted accounting
principles.
(d) The prospectus and statement of additional information of the
Fund dated [________], 2002 (the "Fund Prospectus"), which has been previously
furnished to the New Fund, did not contain as of such date and does not contain,
with respect to the Fund, any untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary to make the
statements therein not misleading.
(e) There are no material legal, administrative or other proceedings
pending or, to the knowledge of the Fund, threatened against the Fund, which
assert liability on the part of the Fund. The Fund knows of no facts which might
form the basis
C-4
for the institution of such proceedings and is not a party to or subject to the
provisions of any order, decree or judgment of any court or governmental body
which materially and adversely affects its business or its ability to consummate
the transactions herein contemplated.
(f) There are no material contracts outstanding to which the Fund is
a party, other than as disclosed in the Fund Prospectus or the Fund Proxy
Statement.
(g) The Fund has no known liabilities of a material nature,
contingent or otherwise, other than those that will be shown on the Fund's
statement of assets and liabilities as of [__________] referred to in subsection
(c) above and those incurred in the ordinary course of its business as an
investment company since such date. Prior to the Exchange Date, the Fund will
endeavor to quantify and reflect on its balance sheet all of its material known
liabilities and will advise the New Fund of all material liabilities, contingent
or otherwise, incurred by it subsequent to [_________], whether or not incurred
in the ordinary course of business.
(h) As of the Exchange Date, the Fund will have filed all federal
and other tax returns and reports which, to the knowledge of the Fund's
officers, are required to be filed by the Fund and will have paid all federal
and other taxes shown to be due on said returns or on any assessments received
by the Fund. All tax liabilities of the Fund have been adequately provided for
on its books, and no tax deficiency or liability of the Fund has been asserted,
and no question with respect thereto has been raised or is under audit, by the
Internal Revenue Service or by any state or local tax authority for taxes in
excess of those already paid.
(i) On the Exchange Date, the Fund will have full right, power and
authority to sell, assign, transfer and deliver the Investments (as defined
below) and any other assets and liabilities of the Fund to be transferred to the
New Fund pursuant to this Agreement. On the Exchange Date, subject only to the
delivery of the Investments and any such other assets and liabilities as
contemplated by this Agreement, the New Fund will acquire the Investments and
any such other assets and liabilities subject to no encumbrances, liens or
security interests whatsoever and without any restrictions upon the transfer
thereof. As used in this Agreement, the term "Investments" shall mean the Fund's
investments shown on the schedule of its investments as of [__________] referred
to in subsection (c) above, as supplemented with such changes in the portfolio
as the Fund shall make, and changes resulting from stock dividends, stock
split-ups, mergers and similar corporate actions through the Exchange Date.
(j) No registration under the 1933 Act of any of the Investments
would be required if they were, as of the time of such transfer, the subject of
a public distribution by either of the New Fund or the Fund, except as
previously disclosed to the New Fund by the Fund.
(k) No consent, approval, authorization or order of any court or
governmental authority is required for the consummation by the Fund of the
transactions
C-5
contemplated by this Agreement, except such as may be required under the 1933
Act, the 1934 Act, the 1940 Act or state securities or blue sky laws.
(l) The Fund Proxy Statement, on the date of its filing (i) complied
in all material respects with the provisions of the 1934 Act and the 1940 Act
and the rules and regulations thereunder and (ii) did not contain any untrue
statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein not misleading; and
at the time of the meeting of shareholders referred to in Section 7(a) and on
the Exchange Date, the Fund Proxy Statement will not contain any untrue
statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein not misleading;
provided, however, that none of the representations and warranties in this
subsection shall apply to statements in or omissions from the Fund Proxy
Statement made in reliance upon and in conformity with information furnished by
the New Fund for use in the Fund Proxy Statement.
(m) The Fund qualifies and will at all times through the Exchange
Date qualify for taxation as a "regulated investment company" under Sections 851
and 852 of the Code.
(n) On the Exchange Date, the Fund will have sold such of its
assets, if any, as are necessary to ensure that, after giving effect to the
acquisition of the assets of the Fund pursuant to this Agreement, the New Fund
will constitute a "diversified company" within the meaning of Section 5(b)(1) of
the 1940 Act.
(o) To the best of its knowledge, all of the issued and outstanding
shares of the Fund shall have been offered for sale and sold in conformity with
all applicable federal and state securities laws (including any applicable
exemptions therefrom), or the Fund has taken any action necessary to remedy any
prior failure to have offered for sale and sold such shares in conformity with
such laws.
(p) All issued and outstanding shares of the Fund are, and at the
Exchange Date will be, duly and validly issued and outstanding, fully paid and
non-assessable by the Fund. The Fund does not have outstanding any options,
warrants or other rights to subscribe for or purchase any of the Fund shares,
nor is there outstanding any security convertible into any of the Fund shares.
3. REORGANIZATION.
(a) Subject to the requisite approval of the shareholders of the
Fund and to the other terms and conditions contained herein, the Fund agrees to
sell, assign, convey, transfer and deliver to the New Fund, and the New Fund
agrees to acquire from the Fund, on the Exchange Date all of the Investments and
all of the cash and other properties and assets of the Fund, whether accrued or
contingent, in exchange for that number of shares of common stock of the New
Fund provided for in Section 4 and the assumption by the New Fund of all of the
liabilities of the Fund, whether accrued or contingent, existing at the
Valuation Time except for the Fund's liabilities, if any,
C-6
pursuant to this Agreement. The Fund will, as soon as practicable after the
Exchange Date, distribute all of the Reorganization Shares received by it to the
shareholders of the Fund in exchange for their Class IA and Class IB shares of
the Fund, which shall be cancelled and retired by the Fund.
(b) The Fund will pay or cause to be paid to the New Fund any
interest, cash or such dividends, rights and other payments received by it on or
after the Exchange Date with respect to the Investments and other properties and
assets of the Fund, whether accrued or contingent, received by it on or after
the Exchange Date. Any such distribution shall be deemed included in the assets
transferred to the New Fund at the Exchange Date and shall not be separately
valued unless the securities in respect of which such distribution is made shall
have gone "ex" such distribution prior to the Valuation Time, in which case any
such distribution which remains unpaid at the Exchange Date shall be included in
the determination of the value of the assets of the Fund acquired by the New
Fund.
(c) The Valuation Time shall be [_____] Eastern time on the Exchange
Date or such earlier or later day as may be mutually agreed upon in writing by
the parties hereto (the "Valuation Time").
4. EXCHANGE DATE; VALUATION TIME. On the Exchange Date, the New Fund will
issue and deliver to the Fund (i) a number of full and fractional Class IA
Reorganization Shares equal to the number of, and having an aggregate net asset
value equal to that of, the full and fractional Class IA shares of the Fund
outstanding as of the Valuation Time, and (ii) a number of full and fractional
Class IB Reorganization Shares equal to the number of, and having an aggregate
net asset value equal to that of, the full and fractional Class IB shares of the
Fund outstanding as of the Valuation Time.
(a) The Fund shall distribute the Class IA Reorganization Shares to
the Class IA shareholders of the Fund by furnishing written instructions to the
New Fund's transfer agent, which will as soon as practicable set up open
accounts for each Class IA Fund shareholder in accordance with such written
instructions. The Fund shall distribute the Class IB Reorganization Shares to
the Class IB shareholders of the Fund by furnishing written instructions to the
New Fund's transfer agent, which will as soon as practicable set up open
accounts for each Class IB Fund shareholder in accordance with such written
instructions.
(b) The New Fund shall assume all liabilities of the Fund, whether
accrued or contingent, in connection with the acquisition of assets and
subsequent dissolution of the Fund or otherwise, whether or not arising in the
ordinary course of business, whether or not determinable at the Valuation Time,
and whether or not specifically referred to in this Agreement, except for the
Fund's liabilities, if any, pursuant to this Agreement.
5. EXPENSES, FEES, ETC.
C-7
(a) The parties hereto understand and agree that the costs of the
transactions contemplated by this Agreement are being borne by [Hartford Life
and Accident Insurance Company] and/or its affiliates. Notwithstanding any of
the foregoing, expenses will in any event be paid by the party directly
incurring such expenses if and to the extent that the payment by the other party
of such expenses would result in the disqualification of such party as a
"regulated investment company" within the meaning of Section 851 of the Code.
(b) Notwithstanding any other provision of this Agreement, if for
any reason the transactions contemplated by this Agreement are not consummated,
no party shall be liable to the other party for any damages resulting therefrom,
including, without limitation, consequential damages.
6. EXCHANGE DATE. Delivery of the assets of the Fund to be transferred,
assumption of the liabilities of the Fund to be assumed, and delivery of the
Reorganization Shares to be issued shall be made at the offices of Ropes & Gray,
Boston, Massachusetts at [time] on [________], 2002 or at such other time and
date agreed to by the New Fund and the Fund, the date and time upon which such
delivery and assumption is to take place being referred to herein as the
"Exchange Date."
7. MEETING OF SHAREHOLDERS; DISSOLUTION.
(a) The Fund agrees to call a meeting of its shareholders as soon as
is practicable after the date of filing of the Fund Proxy Statement for the
purpose of considering the sale of all of its assets to and the assumption of
all of its liabilities by the New Fund as herein provided, adopting this
Agreement, and authorizing the liquidation and dissolution of the Fund.
(b) The Fund agrees that the liquidation and dissolution of the Fund
will be effected [in the manner provided in the Articles of Incorporation and
By-Laws of the Fund, as amended, and] in accordance with applicable law, all at
the time referred to in Paragraph (c) of "Plan of Reorganization" above, and
that on and after the Exchange Date, the Fund shall not conduct any business
except in connection with its liquidation.
8. CONDITIONS TO THE NEW FUND'S OBLIGATIONS. The obligations of the New
Fund hereunder shall be subject to the following conditions:
(a) That this Agreement shall have been adopted and the transactions
contemplated hereby shall have been approved by the requisite votes of the
holders of the outstanding shares of the Fund entitled to vote.
(b) That the Fund shall have furnished to the New Fund a statement
of the Fund's assets and liabilities, with values determined as provided in
Section 4 of this Agreement, together with a list of Investments with their
respective tax costs, all as of the Valuation Time, certified by the Fund's
President (or any Vice President) and Treasurer, a certificate of both such
officers, dated the Exchange Date, that there has been no material adverse
change in the financial position of the Fund since [_________] other than
changes in the Investments and other assets and properties since that date or
changes
C-8
in the market value of the Investments and other assets of the Fund, or changes
due to dividends paid or losses from operations.
(c) That the Fund shall have furnished to the New Fund a statement,
dated the Exchange Date, signed by the Fund's President (or any Vice President)
and Treasurer certifying that as of the Exchange Date all representations and
warranties of the Fund made in this Agreement are true and correct in all
material respects as if made at and as of such date and the Fund has complied
with all the agreements and satisfied all the conditions on its part to be
performed or satisfied at or prior to such date.
(d) That the Fund shall have delivered to the New Fund a letter from
[an independent public accountant] dated the Exchange Date reporting on the
results of applying certain procedures agreed upon by the New Fund and described
in such letter, which limited procedures relate to schedules of the tax
provisions and qualifying tests for regulated investment companies as prepared
for the fiscal year ended [____________] and the period [______________] to the
Exchange Date (the latter period being based on unaudited data).
(e) That there shall not be any material litigation pending with
respect to the matters contemplated by this Agreement.
(f) That the New Fund shall have received an opinion of counsel to
the Fund, in form satisfactory to counsel to the New Fund, and dated the
Exchange Date, to the effect that (i) the Fund is a corporation duly
incorporated and validly existing under the laws of the State of Maryland; (ii)
this Agreement has been duly authorized, executed and delivered by the Fund and,
assuming that the Fund Proxy Statement complies with the 1934 Act and the 1940
Act and assuming due authorization, execution and delivery of this Agreement by
Hartford Series Fund, Inc., on behalf of the New Fund, is a valid and binding
obligation of the Fund; (iii) the Fund has corporate power to sell, assign,
convey, transfer and deliver the assets contemplated hereby; (iv) the execution
and delivery of this Agreement did not, and the consummation of the transactions
contemplated hereby will not, violate the Fund's Articles or By-Laws or any
provision of any agreement known to such counsel to which the Fund is a party or
by which it is bound, it being understood that with respect to investment
restrictions as contained in the Fund's Articles or By-Laws, such counsel may
rely upon a certificate of an officer of the Fund whose responsibility it is to
advise the Fund with respect to such matters; and (v) no consent, approval,
authorization or order of any court or governmental authority is required for
the consummation by the Fund of the transactions contemplated hereby, except
such as have been obtained under the 1933 Act, the 1934 Act and the 1940 Act and
such as may be required under state securities or blue sky laws.
(g) That the New Fund shall have received an opinion of counsel to
the Fund, dated the Exchange Date, in form satisfactory to counsel for the New
Fund (which opinion would be based upon certain factual representations and
subject to certain qualifications), to the effect that, on the basis of the
existing provisions of the Code, current administrative rules, and court
decisions, for federal income tax purposes: (i) the transactions contemplated
hereby will constitute a reorganization within the meaning of
C-9
Section 368(a)(1) of the Code, and the New Fund and the Fund will each be a
"party to the reorganization" within the meaning of Section 368(b) of the Code;
(ii) no gain or loss will be recognized by the Fund upon the transfer of the
Investments to the New Fund in exchange for the Reorganization Shares and the
assumption by the New Fund of the liabilities of the Fund, or upon the
distribution of Reorganization Shares to its shareholders; (iii) no gain or loss
will be recognized by shareholders of the Fund upon the distribution of
Reorganization Shares to them in exchange for their shares of the Fund; (iv) the
aggregate tax basis of the Reorganization Shares that each Fund shareholder
receives in exchange for his or her Fund shares will be the same as his or her
aggregate basis in the Fund shares exchanged therefor; (v) a Fund shareholder's
holding period for the Reorganization Shares will be determined by including the
holding period for the Fund shares exchanged for the Reorganization Shares,
provided that the shareholder held the Fund shares as a capital asset; (vi) no
gain or loss will be recognized by the New Fund upon receipt of the Investments
in exchange for the Reorganization Shares and the assumption by the New Fund of
the liabilities of the Fund; (vii) the aggregate tax basis in the hands of the
New Fund of the Investments transferred pursuant to this Agreement will be the
same as the Fund's aggregate tax basis in the Investments immediately prior to
such transfer; (viii) the New Fund's holding period with respect to the
Investments will include the periods during which the Investments were held by
the Fund; and (ix) the New Fund will succeed to and take into account the items
of the Fund described in Section 381(c) of the Code, subject to the conditions
and limitations specified in Sections 381, 382, 383, and 384 of the Code and the
Regulations thereunder.
(h) That the assets of the Fund to be acquired by the New Fund will
include no assets which the New Fund, by reason of charter limitations or of
investment restrictions disclosed in its current registration statement in
effect on the Exchange Date, may not properly acquire.
(i) That the Fund shall have received from the Commission and any
relevant state securities administrator such order or orders as are reasonably
necessary or desirable under the 1933 Act, the 1934 Act, the 1940 Act, and any
applicable state securities or blue sky laws in connection with the transactions
contemplated hereby, and that all such orders shall be in full force and effect.
(j) That all actions taken by the Fund in connection with the
transactions contemplated by this Agreement and all documents incidental thereto
shall be reasonably satisfactory in form and substance to the New Fund and its
counsel.
(k) That the Fund shall have furnished to the New Fund a
certificate, signed by the President (or any Vice President) and the Treasurer
of the Fund, as to the tax cost to the Fund of the securities delivered to the
New Fund pursuant to this Agreement, together with any such other evidence as to
such tax cost as the New Fund may reasonably request.
(l) That the Fund's custodian shall have delivered to the New Fund a
certificate identifying all of the assets of the Fund held or maintained by such
custodian as of the Valuation Time.
C-10
(m) That the Fund's transfer agent shall have provided to the New
Fund (i) the originals or true copies of all of the records of the Fund in the
possession of such transfer agent as of the Exchange Date, (ii) a certificate
setting forth the number of shares of the Fund outstanding as of the Valuation
Time, and (iii) the name and address of each holder of record of any shares and
the number of shares held of record by each such shareholder.
(n) That all of the issued and outstanding shares of the Fund shall
have been offered for sale and sold in conformity with all applicable state
securities or blue sky laws (including any applicable exemptions therefrom) and,
to the extent that any audit of the records of the Fund or its transfer agent by
the New Fund or its agents shall have revealed otherwise, either (i) the Fund
shall have taken all actions that in the opinion of the New Fund or its counsel
are necessary to remedy any prior failure on the part of the Fund to have
offered for sale and sold such shares in conformity with such laws or (ii) the
Fund shall have furnished (or caused to be furnished) surety, or deposited (or
caused to be deposited) assets in escrow, for the benefit of the New Fund in
amounts sufficient and upon terms satisfactory, in the opinion of the New Fund
or its counsel to indemnify the New Fund against any expense, loss, claim,
damage or liability whatsoever that may be asserted or threatened by reason of
such failure on the part of the Fund to have offered and sold such shares in
conformity with such laws.
(o) That the New Fund shall have received from [an independent
public accountant] a letter addressed to the New Fund dated as of the Exchange
Date satisfactory in form and substance to the New Fund to the effect that, on
the basis of limited procedures agreed upon by the New Fund and described in
such letter (but not an examination in accordance with generally accepted
auditing standards), as of the Valuation Time the value of the assets and
liabilities of the Fund to be exchanged for the Reorganization Shares has been
determined in accordance with the provisions of Hartford Series Fund, Inc.'s
Articles of Incorporation.
9. CONDITIONS TO THE FUND'S OBLIGATIONS. The obligations of the Fund
hereunder shall be subject to the following conditions:
(a) That this Agreement shall have been adopted and the transactions
contemplated hereby shall have been approved by the requisite votes of the
holders of the outstanding shares of the Fund entitled to vote.
(b) That Hartford Series Fund, Inc., on behalf of the New Fund,
shall have executed and delivered to the Fund an Assumption of Liabilities dated
as of the Exchange Date pursuant to which the New Fund will assume all of the
liabilities of the Fund existing at the Valuation Time in connection with the
transactions contemplated by this Agreement, other than liabilities arising
pursuant to this Agreement.
(c) That the New Fund shall have furnished to the Fund a statement,
dated the Exchange Date, signed by Hartford Series Fund, Inc.'s President (or
any Vice President) and Treasurer (or any Assistant Treasurer) certifying that
as of the Exchange
C-11
Date all representations and warranties of the New Fund made in this Agreement
are true and correct in all material respects as if made at and as of such date,
and that the New Fund has satisfied all of the conditions on its part to be
performed or satisfied at or prior to each of such dates.
(d) That there shall not be any material litigation pending or
threatened with respect to the matters contemplated by this Agreement.
(e) That the Fund shall have received an opinion of counsel to the
New Fund in form satisfactory to counsel to the Fund, and dated the Exchange
Date, to the effect that (i) Hartford Series Fund, Inc. is a corporation duly
formed and validly existing under the laws of the State of Maryland; (ii) the
Reorganization Shares to be delivered to the Fund as provided for by this
Agreement are duly authorized and upon such delivery will be validly issued and
will be fully paid and nonassessable by Hartford Series Fund, Inc. or the New
Fund; (iii) this Agreement has been duly authorized, executed and delivered by
Hartford Series Fund, Inc. on behalf of the New Fund and, assuming that the Fund
Proxy Statement complies with the 1934 Act and the 1940 Act and assuming due
authorization, execution and delivery of this Agreement by the Fund, is a valid
and binding obligation of Hartford Series Fund, Inc. and the New Fund; (iv) the
execution and delivery of this Agreement did not, and the consummation of the
transactions contemplated hereby will not, violate Hartford Series Fund, Inc.'s
Articles of Incorporation or By-Laws, or any provision of any agreement known to
such counsel to which Hartford Series Fund, Inc. is a party or by which it is
bound, it being understood that with respect to investment restrictions as
contained in Hartford Series Fund, Inc.'s Articles of Incorporation, By-Laws or
then-current prospectus or statement of additional information, such counsel may
rely upon a certificate of an officer whose responsibility is to advise Hartford
Series Fund, Inc. with respect to such matters; and (v) no consent, approval,
authorization or order of any court or governmental authority is required for
the consummation by Hartford Series Fund, Inc. on behalf of the New Fund of the
transactions contemplated herein, except such as have been obtained under the
1933 Act, the 1934 Act and the 1940 Act and such as may be required under state
securities or blue sky laws.
(f) That the Fund shall have received an opinion of counsel to the
New Fund, dated the Exchange Date, in form satisfactory to counsel for the Fund
(which opinion would be based upon certain factual representations and subject
to certain qualifications), to the effect that, on the basis of the existing
provisions of the Code, current administrative rules, and court decisions, for
federal income tax purposes: (i) the transactions contemplated hereby will
constitute a reorganization within the meaning of Section 368(a)(1) of the Code,
and the New Fund and the Fund will each be a "party to the reorganization"
within the meaning of Section 368(b) of the Code; (ii) no gain or loss will be
recognized by the Fund upon the transfer of the Investments to the New Fund in
exchange for the Reorganization Shares and the assumption by the New Fund of the
liabilities of the Fund, or upon the distribution of Reorganization Shares to
its shareholders; (iii) no gain or loss will be recognized by shareholders of
the Fund upon the distribution of Reorganization Shares to them in exchange for
their shares of the Fund;
C-12
(iv) the aggregate tax basis of the Reorganization Shares that each Fund
shareholder receives in exchange for his or her Fund shares will be the same as
his or her aggregate basis in the Fund shares exchanged therefor; (v) a Fund
shareholder's holding period for the Reorganization Shares will be determined by
including the holding period for the Fund shares exchanged for the
Reorganization Shares, provided that the shareholder held the Fund shares as a
capital asset; (vi) no gain or loss will be recognized by the New Fund upon
receipt of the Investments in exchange for the Reorganization Shares and the
assumption by the New Fund of the liabilities of the Fund; (vii) the aggregate
tax basis in the hands of New Fund of the Investments transferred pursuant to
this Agreement will be the same as the Fund's aggregate tax basis in the
Investments immediately prior to such transfer; (viii) the New Fund's holding
period with respect to the Investments will include the periods during which the
Investments were held by the Fund; and (ix) the New Fund will succeed to and
take into account the items of the Fund described in Section 381(c) of the Code,
subject to the conditions and limitations specified in Sections 381, 382, 383,
and 384 of the Code and the Regulations thereunder.
(g) That all actions taken by Hartford Series Fund, Inc. on behalf
of the New Fund in connection with the transactions contemplated by this
Agreement and all documents incidental thereto shall be reasonably satisfactory
in form and substance to the Fund and its counsel.
(h) That the New Fund shall have received from the Commission and
any relevant state securities administrator such order or orders as are
reasonably necessary or desirable under the 1933 Act, the 1934 Act, the 1940
Act, and any applicable state securities or blue sky laws in connection with the
transactions contemplated hereby, and that all such orders shall be in full
force and effect.
10. INDEMNIFICATION.
(a) The Fund shall indemnify and hold harmless, out of the assets of
the Fund (which shall be deemed to include the assets of the New Fund
represented by the Reorganization Shares following the Exchange Date) but no
other assets, the directors and officers of Hartford Series Fund, Inc. (for
purposes of this subparagraph, the "Indemnified Parties") against any and all
expenses, losses, claims, damages and liabilities at any time imposed upon or
reasonably incurred by any one or more of the Indemnified Parties in connection
with, arising out of, or resulting from any claim, action, suit or proceeding in
which any one or more of the Indemnified Parties may be involved or with which
any one or more of the Indemnified Parties may be threatened by reason of any
untrue statement or alleged untrue statement of a material fact relating to the
Fund contained in the Fund Proxy Statement or the New Fund Prospectus or any
amendment or supplement to any of the foregoing, or arising out of or based upon
the omission or alleged omission to state in any of the foregoing a material
fact relating to the Fund required to be stated therein or necessary to make the
statements relating to the Fund required to be stated therein not misleading,
including, without limitation, any amounts paid by any one or more of the
Indemnified Parties in a reasonable compromise or settlement of any such claim,
action, suit or proceeding, or threatened claim, action, suit or proceeding made
with the consent of the Fund. The Indemnified Parties will
C-13
notify the Fund in writing within ten days after the receipt by any one or more
of the Indemnified Parties of any notice of legal process or any suit brought
against or claim made against such Indemnified Party as to any matters covered
by this Section 10(a). The Fund shall be entitled to participate at its own
expense in the defense of any claim, action, suit or proceeding covered by this
Section 10(a), or, if it so elects, to assume at its expense by counsel
satisfactory to the Indemnified Parties the defense of any such claim, action,
suit or proceeding, and if the Fund elects to assume such defense, the
Indemnified Parties shall be entitled to participate in the defense of any such
claim, action, suit or proceeding at their expense. The Fund's obligation under
this Section 10(a) to indemnify and hold harmless the Indemnified Parties shall
constitute a guarantee of payment so that the Fund will pay in the first
instance any expenses, losses, claims, damages and liabilities required to be
paid by it under this Section 10(a) without the necessity of the Indemnified
Parties' first paying the same. The indemnification obligations of the Fund
under this Section 10(a) shall be assumed by the New Fund upon the Exchange
Date, at which time the Fund shall be automatically released from such
indemnification obligations.
(b) The New Fund shall indemnify and hold harmless, out of the
assets of the New Fund but no other assets, the directors and officers of the
Fund (for purposes of this Section 10(b), the "Indemnified Parties") against any
and all expenses, losses, claims, damages and liabilities at any time imposed
upon or reasonably incurred by any one or more of the Indemnified Parties in
connection with, arising out of, or resulting from any claim, action, suit or
proceeding in which any one or more of the Indemnified Parties may be involved
or with which any one or more of the Indemnified Parties may be threatened by
reason of any untrue statement or alleged untrue statement of a material fact
relating to the New Fund contained in the Fund Proxy Statement or the New Fund
Prospectus or any amendment or supplement thereof, or arising out of, or based
upon, the omission or alleged omission to state in any of the foregoing a
material fact relating to Hartford Series Fund, Inc. or the New Fund required to
be stated therein or necessary to make statements relating to Hartford Series
Fund, Inc. or the New Fund therein not misleading, including, without
limitation, any amounts paid by any one or more of the Indemnified Parties in a
reasonable compromise or settlement of any such claim, action, suit or
proceeding, or threatened claim, action, suit or proceeding, made legal process
or any suit brought against or claim made with the consent of Hartford Series
Fund, Inc. or the New Fund. The Indemnified Parties will notify Hartford Series
Fund, Inc. and the New Fund in writing within ten days after the receipt by any
one or more of the Indemnified Parties of any notice of legal process or any
suit brought against or claim made against such Indemnified Party as to any
matters covered by this Section 10(b). The New Fund shall be entitled to
participate at its own expense in the defense of any claim, action, suit or
proceeding covered by this Section 10(b), or, if it so elects, to assume at its
expense by counsel satisfactory to the Indemnified Parties the defense of any
such claim, action, suit or proceeding, and, if the New Fund elects to assume
such defense, the Indemnified Parties shall be entitled to participate in the
defense of any such claim, action, suit or proceeding at their own expense. The
New Fund's obligation under this Section 10(b) to indemnify and hold harmless
the Indemnified Parties shall constitute a guarantee of payment so that the New
Fund will pay in the first instance any expenses,
C-14
losses, claims, damages and liabilities required to be paid by it under this
Section 10(b) without the necessity of the Indemnified Parties' first paying the
same.
11. NO BROKER, ETC. Each of the Fund and the New Fund represents that
there is no person who has dealt with it, or Hartford Series Fund, Inc. who by
reason of such dealings is entitled to any broker's or finder's or other similar
fee or commission arising out of the transactions contemplated by this
Agreement.
12. TERMINATION. The Fund and the New Fund may, by mutual consent of the
directors on behalf of each party, terminate this Agreement, and the Fund or the
New Fund, after consultation with counsel and by consent of their directors or
an officer authorized by such directors, may waive any condition to their
respective obligations hereunder, provided, however, that neither party may
waive the conditions contained in Section 8(a) or 9(a) of this Agreement. If the
transactions contemplated by this Agreement have not been substantially
completed by [________], this Agreement shall automatically terminate on that
date unless a later date is agreed to by the Fund and the New Fund.
13. COVENANTS, ETC. DEEMED MATERIAL. All covenants, agreements,
representations and warranties made under this Agreement and any certificates
delivered pursuant to this Agreement shall be deemed to have been material and
relied upon by each of the parties, notwithstanding any investigation made by
them or on their behalf.
14. SOLE AGREEMENT; AMENDMENTS; GOVERNING LAW. This Agreement supersedes
all previous correspondence and oral communications between the parties
regarding the subject matter hereof, constitutes the only understanding with
respect to such subject matter, may not be changed except by a letter of
agreement signed by each party hereto, and shall be construed in accordance with
and governed by the laws of the State of Maryland.
Hartford [_____] HLS Fund, Inc.
By: ________________________________________
[Name, Title]
Hartford Series Fund, Inc., on behalf of its series
Hartford [____________] HLS Fund
By: ________________________________________
[Name, Title]
C-15
HARTFORD GLOBAL HEALTH HLS FUND
HARTFORD GLOBAL TECHNOLOGY HLS FUND
VOTING INSTRUCTIONS FOR SPECIAL SHAREHOLDERS MEETING
TO BE HELD June [ ], 2002
THESE VOTING INSTRUCTIONS ARE SOLICITED BY THE BOARD OF DIRECTORS
ON BEHALF OF
HARTFORD LIFE INSURANCE COMPANIES
The undersigned hereby instructs Hartford Life Insurance Companies ("HLIC") to
represent and vote the number of shares of the fund named above (the "Fund")
represented by the number of votes attributable to the undersigned's variable
annuity or variable insurance contract as of May 9, 2002 at a Special
Shareholders Meeting to be held at the offices of HL Investment Advisors, LLC,
200 Hopmeadow Street, Simsbury, Connecticut 06089 on June [ ], 2002 at 10:00
a.m., Eastern time, and at any adjournment thereof, upon the matters below as
set forth in the Notice of Special Shareholders Meeting and Proxy Statement.
All previous voting instructions with respect to the meeting are hereby revoked.
Receipt of the Notice of Special Shareholders Meeting and the Proxy Statement is
acknowledged by your execution of these voting instructions. Mark, sign, date,
and return these voting instructions in the addressed envelope - no postage
required.
IF THIS VOTING INSTRUCTION FORM IS SIGNED AND RETURNED WITH NO CHOICES
INDICATED, THE SHARES WLIL BE VOTED IN ACCORDANCE WITH THE RECOMMENDATIONS OF
THE BOARD OF DIRECTORS ON EACH PROPOSAL. UPON ALL OTHER MATTERS HLIC SHALL VOTE
ACCORDING TO ITS BEST JUDGMENT.
PLEASE FILL IN BOX(ES) AS
SHOWN USING BLUE OR BLACK
INK OR NUMBER 2 PENCIL.
PLEASE DO NOT USE FINE
POINT PENS.
[X]
THESE VOTING INSTRUCTIONS WILL BE VOTED AS INSTRUCTED ON THE MATTERS SET FORTH
BELOW. IT IS UNDERSTOOD THAT IF NO CHOICE IS SPECIFIED, THESE VOTING
INSTRUCTIONS WILL BE VOTED IN ACCORDANCE WITH THE RECOMMENDATIONS OF THE BOARD
OF DIRECTORS. UPON ALL OTHER MATTERS HLIC SHALL VOTE ACCORDING TO ITS BEST
JUDGMENT. In its discretion, HLIC is authorized to vote upon such other business
as may properly come before the meeting and any adjournments or postponements of
the meeting unless otherwise prohibited by the undersigned. If a nominee for
Director is unable to serve or will not serve, HLIC may vote all of the shares
represented hereby for the election of such other person as Fund management may
designate. Contract and policy owners wishing to vote in accordance with the
Board of Directors' recommendation need only sign and date this voting
instruction form and return it in the envelope provided.
I. To elect the following WITHHOLD FOR ALL
nominees to the Board FOR ALL ALL EXCEPT
of Directors:
(1) Winifred Ellen Coleman,
(2) Dr. Robert M. Gavin,
(3) Duane E. Hill, (4) William
Atchinson O'Neill, (5) Phillip [ ] [ ] [ ]
O. Peterson, (6) Millard
Handley Pryor, Jr.,
(7) Lowndes Andrew Smith, (8) John
Kelley Springer, and (9) David
M. Znamierowski
To withhold authority to vote
for any individual nominee mark
the box "For All Except" and
write the nominee's number on
the line below
-----------------------------------
II.To approve proposals to FOR AGAINST ABSTAIN
eliminate or revise certain
fundamental investment
policies of the Fund.
A(i). Proposal to revise the
fundamental policy
regarding the issuing
of senior securities. [ ] [ ] [ ]
A(ii). Proposal
to revise the
fundamental policy regarding
the borrowing of money. [ ] [ ] [ ]
C. Proposal concerning
fundamental policy
regarding investments
within certain
industries. [ ] [ ] [ ]
D. Proposal to revise
the fundamental
policy regarding the
making of loans. [ ] [ ] [ ]
E. Proposal to revise
the fundamental
policy regarding
underwriting of
securities. [ ] [ ] [ ]
F. Proposal to revise
the fundamental
policy regarding
investments in real
estate or interests
therein. [ ] [ ] [ ]
G. Proposal to revise
the fundamental
policy regarding
purchases and sales
of commodities and
commodities contracts. [ ] [ ] [ ]
III. To convert the
fundamental investment
objectives to
non-fundamental. [ ] [ ] [ ]
Date
-------------------
Please sign exactly as name appears to the left. When signing as attorney,
executor, administrator, trustee, or guardian, please give full title as such.
If signing for a corporation, please sign in full corporate name by authorized
person. If a partnership, please sign in partnership name by authorized person.
Shareholder(s) signs here.
HARTFORD GLOBAL COMMUNICATIONS HLS FUND
HARTFORD GLOBAL FINANCIAL SERVICES HLS FUND
VOTING INSTRUCTIONS FOR SPECIAL SHAREHOLDERS MEETING
TO BE HELD June [ ], 2002
THESE VOTING INSTRUCTIONS ARE SOLICITED BY THE BOARD OF DIRECTORS
ON BEHALF OF
HARTFORD LIFE INSURANCE COMPANIES
The undersigned hereby instructs Hartford Life Insurance Companies ("HLIC") to
represent and vote the number of shares of the fund named above (the "Fund")
represented by the number of votes attributable to the undersigned's variable
annuity or variable insurance contract as of May 9, 2002 at a Special
Shareholders Meeting to be held at the offices of HL Investment Advisors, LLC,
200 Hopmeadow Street, Simsbury, Connecticut 06089 on June [ ], 2002 at 10:00
a.m., Eastern time, and at any adjournment thereof, upon the matters below as
set forth in the Notice of Special Shareholders Meeting and Proxy Statement.
All previous voting instructions with respect to the meeting are hereby revoked.
Receipt of the Notice of Special Shareholders Meeting and the Proxy Statement is
acknowledged by your execution of these voting instructions. Mark, sign, date,
and return these voting instructions in the addressed envelope - no postage
required.
IF THIS VOTING INSTRUCTION FORM IS SIGNED AND RETURNED WITH NO CHOICES
INDICATED, THE SHARES WLIL BE VOTED IN ACCORDANCE WITH THE RECOMMENDATIONS OF
THE BOARD OF DIRECTORS ON EACH PROPOSAL. UPON ALL OTHER MATTERS HLIC SHALL VOTE
ACCORDING TO ITS BEST JUDGMENT.
PLEASE FILL IN BOX(ES) AS
SHOWN USING BLUE OR BLACK
INK OR NUMBER 2 PENCIL.
PLEASE DO NOT USE FINE
POINT PENS.
[X]
THESE VOTING INSTRUCTIONS WILL BE VOTED AS INSTRUCTED ON THE MATTERS SET FORTH
BELOW. IT IS UNDERSTOOD THAT IF NO CHOICE IS SPECIFIED, THESE VOTING
INSTRUCTIONS WILL BE VOTED IN ACCORDANCE WITH THE RECOMMENDATIONS OF THE BOARD
OF DIRECTORS. UPON ALL OTHER MATTERS HLIC SHALL VOTE ACCORDING TO ITS BEST
JUDGMENT. In its discretion, HLIC is authorized to vote upon such other business
as may properly come before the meeting and any adjournments or postponements of
the meeting unless otherwise prohibited by the undersigned. If a nominee for
Director is unable to serve or will not serve, HLIC may vote all of the shares
represented hereby for the election of such other person as Fund management may
designate. Contract and policy owners wishing to vote in accordance with the
Board of Directors' recommendation need only sign and date this voting
instruction form and return it in the envelope provided.
I. To elect the following WITHHOLD FOR ALL
nominees to the Board FOR ALL ALL EXCEPT
of Directors:
(1) Winifred Ellen Coleman,
(2) Dr. Robert M. Gavin,
(3) Duane E. Hill, (4) William [ ] [ ] [ ]
Atchinson O'Neill, (5) Phillip
O. Peterson, (6) Millard
Handley Pryor, Jr.,
(7) Lowndes Andrew Smith, (8) John
Kelley Springer, and (9) David
M. Znamierowski
To withhold authority to vote
for any individual nominee mark
the box "For All Except" and
write the nominee's number on
the line below
II. To approve proposals to FOR AGAINST ABSTAIN
eliminate or revise certain
fundamental investment
policies of the Fund.
A(i). Proposal to revise
the fundamental policy
regarding the issuing
of senior securities. [ ] [ ] [ ]
A(ii). Proposal to revise
the fundamental
policy regarding the
borrowing of money. [ ] [ ] [ ]
C. Proposal concerning fundamental
policy regarding investments
within certain industries. [ ] [ ] [ ]
D. Proposal to revise the
fundamental policy regarding the
making of loans. [ ] [ ] [ ]
E. Proposal to revise the
fundamental policy regarding
underwriting of securities. [ ] [ ] [ ]
F. Proposal to revise the
fundamental policy regarding
investments in real estate or
interests therein. [ ] [ ] [ ]
G. Proposal to revise the fundamental
policy regarding purchases and sales
of commodities and commodities
contracts. [ ] [ ] [ ]
Date
-------------------
Please sign exactly as name appears to the left. When signing as attorney,
executor, administrator, trustee, or guardian, please give full title as such.
If signing for a corporation, please sign in full corporate name by authorized
person. If a partnership, please sign in partnership name by authorized person.
Shareholder(s) signs here.
HARTFORD FOCUS HLS FUND
VOTING INSTRUCTIONS FOR SPECIAL SHAREHOLDERS MEETING
TO BE HELD June [ ], 2002
THESE VOTING INSTRUCTIONS ARE SOLICITED BY THE BOARD OF DIRECTORS
ON BEHALF OF
HARTFORD LIFE INSURANCE COMPANIES
The undersigned hereby instructs Hartford Life Insurance Companies ("HLIC") to
represent and vote the number of shares of the fund named above (the "Fund")
represented by the number of votes attributable to the undersigned's variable
annuity or variable insurance contract as of May 9, 2002 at a Special
Shareholders Meeting to be held at the offices of HL Investment Advisors, LLC,
200 Hopmeadow Street, Simsbury, Connecticut 06089 on June [ ], 2002 at 10:00
a.m., Eastern time, and at any adjournment thereof, upon the matters below as
set forth in the Notice of Special Shareholders Meeting and Proxy Statement.
All previous voting instructions with respect to the meeting are hereby revoked.
Receipt of the Notice of Special Shareholders Meeting and the Proxy Statement is
acknowledged by your execution of these voting instructions. Mark, sign, date,
and return these voting instructions in the addressed envelope - no postage
required.
IF THIS VOTING INSTRUCTION FORM IS SIGNED AND RETURNED WITH NO CHOICES
INDICATED, THE SHARES WLIL BE VOTED IN ACCORDANCE WITH THE RECOMMENDATIONS OF
THE BOARD OF DIRECTORS ON EACH PROPOSAL. UPON ALL OTHER MATTERS HLIC SHALL VOTE
ACCORDING TO ITS BEST JUDGMENT.
PLEASE FILL IN BOX(ES) AS
SHOWN USING BLUE OR BLACK
INK OR NUMBER 2 PENCIL.
PLEASE DO NOT USE FINE
POINT PENS.
[X]
THESE VOTING INSTRUCTIONS WILL BE VOTED AS INSTRUCTED ON THE MATTERS SET FORTH
BELOW. IT IS UNDERSTOOD THAT IF NO CHOICE IS SPECIFIED, THESE VOTING
INSTRUCTIONS WILL BE VOTED IN ACCORDANCE WITH THE RECOMMENDATIONS OF THE BOARD
OF DIRECTORS. UPON ALL OTHER MATTERS HLIC SHALL VOTE ACCORDING TO ITS BEST
JUDGMENT. In its discretion, HLIC is authorized to vote upon such other business
as may properly come before the meeting and any adjournments or postponements of
the meeting unless otherwise prohibited by the undersigned. If a nominee for
Director is unable to serve or will not serve, HLIC may vote all of the shares
represented hereby for the election of such other person as Fund management may
designate. Contract and policy owners wishing to vote in accordance with the
Board of Directors' recommendation need only sign and date this voting
instruction form and return it in the envelope provided.
I. To elect the following WITHHOLD FOR ALL
nominees to the Board FOR ALL ALL EXCEPT
of Directors:
(1) Winifred Ellen Coleman,
(2) Dr. Robert M. Gavin,
(3) Duane E. Hill, (4) William [ ] [ ] [ ]
Atchinson O'Neill, (5) Phillip
O. Peterson, (6) Millard
Handley Pryor, Jr.,
(7) Lowndes Andrew Smith, (8) John
Kelley Springer, and (9) David
M. Znamierowski
To withhold authority to vote
for any individual nominee mark
the box "For All Except" and
write the nominee's number on
the line below
-------------------------------
II.To approve proposals to FOR AGAINST ABSTAIN
eliminate or revise certain
fundamental investment
policies of the Fund. [ ] [ ] [ ]
A(i). Proposal to revise the fundamental
policy regarding the issuing of
senior securities. [ ] [ ] [ ]
A(ii). Proposal to revise the fundamental
policy regarding the borrowing of
money. [ ] [ ] [ ]
B. Proposal to revise the [ ] [ ] [ ]
fundamental policy regarding
investment concentrations within
a particular industry.
D. Proposal to revise the [ ] [ ] [ ]
fundamental policy regarding the
making of loans.
E. Proposal to revise the [ ] [ ] [ ]
fundamental policy regarding
underwriting of securities.
F. Proposal to revise the [ ] [ ] [ ]
fundamental policy regarding
investments in real estate or
interests therein.
G. Proposal to revise the fundamental [ ] [ ] [ ]
policy regarding purchases and
sales of commodities and
commodities contracts.
Date
-------------------
Please sign exactly as name appears to the left. When signing as attorney,
executor, administrator, trustee, or guardian, please give full title as such.
If signing for a corporation, please sign in full corporate name by authorized
person. If a partnership, please sign in partnership name by authorized person.
Shareholder(s) signs here.
HARTFORD INTERNATIONAL CAPITAL APPRECIATION HLS FUND
HARTFORD VALUE HLS FUND
HARTFORD INTERNATIONAL SMALL COMPANY HLS FUND
HARTFORD MIDCAP VALUE HLS FUND
HARTFORD GROWTH HLS FUND
VOTING INSTRUCTIONS FOR SPECIAL SHAREHOLDERS MEETING
TO BE HELD June [ ], 2002
THESE VOTING INSTRUCTIONS ARE SOLICITED BY THE BOARD OF DIRECTORS
ON BEHALF OF
HARTFORD LIFE INSURANCE COMPANIES
The undersigned hereby instructs Hartford Life Insurance Companies ("HLIC") to
represent and vote the number of shares of the fund named above (the "Fund")
represented by the number of votes attributable to the undersigned's variable
annuity or variable insurance contract as of May 9, 2002 at a Special
Shareholders Meeting to be held at the offices of HL Investment Advisors, LLC,
200 Hopmeadow Street, Simsbury, Connecticut 06089 on June [ ], 2002 at 10:00
a.m., Eastern time, and at any adjournment thereof, upon the matters below as
set forth in the Notice of Special Shareholders Meeting and Proxy Statement.
All previous voting instructions with respect to the meeting are hereby
revoked. Receipt of the Notice of Special Shareholders Meeting and the Proxy
Statement is acknowledged by your execution of these voting instructions. Mark,
sign, date, and return these voting instructions in the addressed envelope - no
postage required.
IF THIS VOTING INSTRUCTION FORM IS SIGNED AND RETURNED WITH NO CHOICES
INDICATED, THE SHARES WILL BE VOTED IN ACCORDANCE WITH THE RECOMMENDATIONS OF
THE BOARD OF DIRECTORS ON EACH PROPOSAL. UPON ALL OTHER MATTERS HLIC SHALL VOTE
ACCORDING TO ITS BEST JUDGMENT.
PLEASE FILL IN BOX(ES) AS
SHOWN USING BLUE OR BLACK
INK OR NUMBER 2 PENCIL.
PLEASE DO NOT USE FINE
POINT PENS.
[X]
THESE VOTING INSTRUCTIONS WILL BE VOTED AS INSTRUCTED ON THE MATTERS SET FORTH
BELOW. IT IS UNDERSTOOD THAT IF NO CHOICE IS SPECIFIED, THESE VOTING
INSTRUCTIONS WILL BE VOTED IN ACCORDANCE WITH THE RECOMMENDATIONS OF THE BOARD
OF DIRECTORS. UPON ALL OTHER MATTERS HLIC SHALL VOTE ACCORDING TO ITS BEST
JUDGMENT. In its discretion, HLIC is authorized to vote upon such other business
as may properly come before the meeting and any adjournments or postponements of
the meeting unless otherwise prohibited by the undersigned. If a nominee for
Director is unable to serve or will not serve, HLIC may vote all of the shares
represented hereby for the election of such other person as Fund management may
designate. Contract and policy owners wishing to vote in accordance with the
Board of Directors' recommendation need only sign and date this voting
instruction form and return it in the envelope provided.
WITHHOLD FOR ALL
I. To elect the following FOR ALL ALL EXCEPT
nominees to the Board [ ] [ ] [ ]
of Directors:
(1) Winifred Ellen Coleman,
(2) Dr. Robert M. Gavin,
(3) Duane E. Hill, (4) William
Atchinson O'Neill, (5) Phillip
O. Peterson, (6) Millard Handley
Pryor, Jr., (7) Lowndes Andrew
Smith, (8) John Kelley Springer,
and (9) David M. Znamierowski
To withhold authority to vote for any
individual nominee mark the box
"For All Except" and write the
nominee's number on the line below.
-------------------------------------
II. To approve proposals to FOR AGAINST ABSTAIN
eliminate or revise certain
fundamental investment
policies of the Fund.
A(i). Proposal to revise the [ ] [ ] [ ]
fundamental policy
regarding the issuing
of senior securities.
A(ii). Proposal to revise the [ ] [ ] [ ]
fundamental policy
regarding the borrowing
of money.
B. Proposal to revise the [ ] [ ] [ ]
fundamental policy regarding
investment concentrations
within a particular industry.
D. Proposal to revise the [ ] [ ] [ ]
fundamental policy regarding
the making of loans.
E. Proposal to revise the [ ] [ ] [ ]
fundamental policy regarding
underwriting of securities.
F. Proposal to revise the [ ] [ ] [ ]
fundamental policy regarding
investments in real estate or
interests therein.
G. Proposal to revise the [ ] [ ] [ ]
fundamental policy regarding
purchases and sales of
commodities and commodities
contracts.
H. Proposal to eliminate the [ ] [ ] [ ]
fundamental policy regarding
the diversification of
investments.
Date ______________________
Please sign exactly as name appears to the left. When signing as attorney,
executor, administrator, trustee, or guardian, please give full title as such.
If signing for a corporation, please sign in full corporate name by authorized
person. If a partnership, please sign in partnership name by authorized person.
Shareholder(s) signs here.
HARTFORD GLOBAL LEADERS HLS FUND
HARTFORD GROWTH AND INCOME HLS FUND
HARTFORD HIGH YIELD HLS FUND
VOTING INSTRUCTIONS FOR SPECIAL SHAREHOLDERS MEETING
TO BE HELD June [ ], 2002
THESE VOTING INSTRUCTIONS ARE SOLICITED BY THE BOARD OF DIRECTORS
ON BEHALF OF
HARTFORD LIFE INSURANCE COMPANIES
The undersigned hereby instructs Hartford Life Insurance Companies ("HLIC") to
represent and vote the number of shares of the fund named above (the "Fund")
represented by the number of votes attributable to the undersigned's variable
annuity or variable insurance contract as of May 9, 2002 at a Special
Shareholders Meeting to be held at the offices of HL Investment Advisors, LLC,
200 Hopmeadow Street, Simsbury, Connecticut 06089 on June [ ], 2002 at 10:00
a.m., Eastern time, and at any adjournment thereof, upon the matters below as
set forth in the Notice of Special Shareholders Meeting and Proxy Statement.
All previous voting instructions with respect to the meeting are hereby revoked.
Receipt of the Notice of Special Shareholders Meeting and the Proxy Statement is
acknowledged by your execution of these voting instructions. Mark, sign, date,
and return these voting instructions in the addressed envelope - no postage
required.
IF THIS VOTING INSTRUCTION FORM IS SIGNED AND RETURNED WITH NO CHOICES
INDICATED, THE SHARES WLIL BE VOTED IN ACCORDANCE WITH THE RECOMMENDATIONS OF
THE BOARD OF DIRECTORS ON EACH PROPOSAL. UPON ALL OTHER MATTERS HLIC SHALL VOTE
ACCORDING TO ITS BEST JUDGMENT.
PLEASE FILL IN BOX(ES) AS
SHOWN USING BLUE OR BLACK
INK OR NUMBER 2 PENCIL.
PLEASE DO NOT USE FINE
POINT PENS.
[X]
THESE VOTING INSTRUCTIONS WILL BE VOTED AS INSTRUCTED ON THE MATTERS SET FORTH
BELOW. IT IS UNDERSTOOD THAT IF NO CHOICE IS SPECIFIED, THESE VOTING
INSTRUCTIONS WILL BE VOTED IN ACCORDANCE WITH THE RECOMMENDATIONS OF THE BOARD
OF DIRECTORS. UPON ALL OTHER MATTERS HLIC SHALL VOTE ACCORDING TO ITS BEST
JUDGMENT. In its discretion, HLIC is authorized to vote upon such other business
as may properly come before the meeting and any adjournments or postponements of
the meeting unless otherwise prohibited by the undersigned. If a nominee for
Director is unable to serve or will not serve, HLIC may vote all of the shares
represented hereby for the election of such other person as Fund management may
designate. Contract and policy owners wishing to vote in accordance with the
Board of Directors' recommendation need only sign and date this voting
instruction form and return it in the envelope provided.
I. To elect the following nominees WITHHOLD FOR ALL
to the Board of FOR ALL ALL EXCEPT
Directors:
(1) Winifred Ellen Coleman,
(2) Dr. Robert M. Gavin, (3) Duane
E. Hill, (4) William Atchinson [ ] [ ] [ ]
O'Neill, (5) Phillip O.
Peterson, (6) Millard Handley
Pryor, Jr., (7) Lowndes Andrew
Smith, (8) John Kelley Springer,
and (9) David M. Znamierowski
To withhold authority to vote
for any individual nominee mark
the box "For All Except" and
write the nominee's number on
the line below
------------------------------
II. To approve proposals to FOR AGAINST ABSTAIN
eliminate or revise certain
fundamental investment policies
of the Fund.
A(i). Proposal to revise the
fundamental policy
regarding the issuing of
senior securities. [ ] [ ] [ ]
A(ii). Proposal to revise the
fundamental policy
regarding the borrowing
of money. [ ] [ ] [ ]
B. Proposal to revise the
fundamental policy
regarding investment
concentrations within a
particular industry. [ ] [ ] [ ]
D. Proposal to revise the
fundamental policy
regarding the making of
loans. [ ] [ ] [ ]
E. Proposal to revise the
fundamental policy
regarding underwriting
of securities. [ ] [ ] [ ]
F. Proposal to revise the
fundamental policy
regarding investments
in real estate or
interests therein. [ ] [ ] [ ]
G. Proposal to revise the
fundamental policy
regarding purchases and
sales of commodities
and commodities
contracts. [ ] [ ] [ ]
H. Proposal to eliminate
the fundamental policy
regarding the
diversification of
investments. [ ] [ ] [ ]
III. To convert the fundamental
investment objectives of certain
funds from fundamental to
non-fundamental [ ] [ ] [ ]
Date
-------------------
Please sign exactly as name appears to the left. When signing as attorney,
executor, administrator, trustee, or guardian, please give full title as such.
If signing for a corporation, please sign in full corporate name by authorized
person. If a partnership, please sign in partnership name by authorized person.
Shareholder(s) signs here.
HARTFORD CAPITAL APPRECIATION HLS FUND, INC.
HARTFORD DIVIDEND AND GROWTH HLS FUND, INC.
HARTFORD INDEX HLS FUND, INC.
HARTFORD INTERNATIONAL OPPORTUNITIES HLS FUND, INC.
HARTFORD MIDCAP HLS FUND, INC.
HARTFORD SMALL COMPANY HLS FUND, INC.
HARTFORD STOCK HLS FUND, INC.
HARTFORD ADVISERS HLS FUND, INC.
HARTFORD GLOBAL ADVISERS HLS FUND, INC.
HARTFORD BOND HLS FUND, INC.
HARTFORD MORTGAGE SECURITIES HLS FUND, INC.
HARTFORD MONEY MARKET HLS FUND, INC.
VOTING INSTRUCTIONS FOR SPECIAL SHAREHOLDERS MEETING
TO BE HELD June [ ], 2002
THESE VOTING INSTRUCTIONS ARE SOLICITED BY THE BOARD OF DIRECTORS
ON BEHALF OF
HARTFORD LIFE INSURANCE COMPANIES
The undersigned hereby instructs Hartford Life Insurance Companies ("HLIC") to
represent and vote the number of shares of the fund named above (the "Fund")
represented by the number of votes attributable to the undersigned's variable
annuity or variable insurance contract as of May 9, 2002 at a Special
Shareholders Meeting to be held at the offices of HL Investment Advisors, LLC,
200 Hopmeadow Street, Simsbury, Connecticut 06089 on June [ ], 2002 at 10:00
a.m., Eastern time, and at any adjournment thereof, upon the matters below as
set forth in the Notice of Special Shareholders Meeting and Proxy Statement.
All previous voting instructions with respect to the meeting are hereby revoked.
Receipt of the Notice of Special Shareholders Meeting and the Proxy Statement is
acknowledged by your execution of these voting instructions. Mark, sign, date,
and return these voting instructions in the addressed envelope - no postage
required.
IF THIS VOTING INSTRUCTION FORM IS SIGNED AND RETURNED WITH NO CHOICES
INDICATED, THE SHARES WLIL BE VOTED IN ACCORDANCE WITH THE RECOMMENDATIONS OF
THE BOARD OF DIRECTORS ON EACH PROPOSAL. UPON ALL OTHER MATTERS HLIC SHALL VOTE
ACCORDING TO ITS BEST JUDGMENT.
PLEASE FILL IN BOX(ES)
SHOWN USING BLUE OR BLACK
INK OR NUMBER 2 PENCIL.
PLEASE DO NOT USE FINE
POINT PENS.
[X]
THESE VOTING INSTRUCTIONS WILL BE VOTED AS INSTRUCTED ON THE MATTERS SET FORTH
BELOW. IT IS UNDERSTOOD THAT IF NO CHOICE IS SPECIFIED, THESE VOTING
INSTRUCTIONS WILL BE VOTED IN ACCORDANCE WITH THE RECOMMENDATIONS OF THE BOARD
OF DIRECTORS. UPON ALL OTHER MATTERS HLIC SHALL VOTE ACCORDING TO ITS BEST
JUDGMENT. In its discretion, HLIC is authorized to vote upon such other business
as may properly come before the meeting and any adjournments or postponements of
the meeting unless otherwise prohibited by the undersigned. If a nominee for
Director is unable to serve or will not serve, HLIC may vote all of the shares
represented hereby for the election of such other person as Fund management may
designate. Contract and policy owners wishing to vote in accordance with the
Board of Directors' recommendation need only sign and date this voting
instruction form and return it in the envelope provided.
I. To elect the following nominees WITHHOLD FOR ALL
to the Board of Directors; FOR ALL ALL EXCEPT
(1) Winifred Ellen Coleman, (2)
Dr. Robert M. Gavin, (3) Duane
E. Hill, (4) William Atchinson
O'Neill, (5) Phillip O. Peterson,
(6) Millard Handley Pryor, Jr., [ ] [ ] [ ]
(7) Lowndes Andrew Smith, (8)
John Kelley Springer, and (9)
David M. Znamierowski
To withhold authority to vote for any
individual nominee mark the box "For All
Except" and write the nominee's number
on the line below.
-----------------------------------------
II. To approve proposals to eliminate or FOR AGAINST ABSTAIN
revise certain fundamental investment
policies of the Fund.
A(i). Proposal to revise the
fundamental policy regarding [ ] [ ] [ ]
the issuing of senior
securities.
A(ii). Proposal to revise the
fundamental policy regarding [ ] [ ] [ ]
the borrowing of money.
B. Proposal to revise the [ ] [ ] [ ]
fundamental policy regarding
investment concentrations within
a particular industry.
D. Proposal to revise the [ ] [ ] [ ]
fundamental policy regarding the
making of loans.
E. Proposal to revise the [ ] [ ] [ ]
fundamental policy regarding
underwriting of securities.
F. Proposal to revise the [ ] [ ] [ ]
fundamental policy regarding
investments in real estate or
interests therein.
G. Proposal to revise the [ ] [ ] [ ]
fundamental policy regarding
purchases and sales of
commodities and commodities
contracts.
H. Proposal to eliminate the [ ] [ ] [ ]
fundamental policy regarding the
diversification of investments.
III. To convert the fundamental investment [ ] [ ] [ ]
objectives of certain funds from fundamental
to non-fundamental
IV. To reorganize the Fund from a Maryland [ ] [ ] [ ]
corporation into a series of Hartford Series
Fund, Inc., a Maryland corporation.
Date
--------------------------
Please sign exactly as name appears to the left. When signing as attorney,
executor, administrator, trustee, or guardian, please give full title as such.
If signing for a corporation, please sign in full corporate name by authorized
person. If a partnership, please sign in partnership name by authorized person.
Shareholder(s) signs here.
HARTFORD GLOBAL HEALTH HLS FUND
HARTFORD GLOBAL TECHNOLOGY HLS FUND
PROXY FOR SPECIAL SHAREHOLDERS MEETING
TO BE HELD June [ ], 2002
THIS PROXY IS SOLICITED ON BEHALF
OF THE BOARD OF DIRECTORS
The undersigned appoints David M. Znamierowski, George R. Jay, Daniel Burton,
Robert W. Beltz, Jr., Scott R. Plummer, Tamara L. Fagely, and Kevin J. Carr or
each of them with power to act without the other and with the right of
substitution in each, the proxies of the undersigned to vote all shares of the
Fund named above (the "Fund") held by the undersigned on May 9, 2002, at a
Special Shareholders Meeting of the Fund, to be held at the offices of HL
Investment Advisors, LLC, 200 Hopmeadow Street, Simsbury, Connecticut 06089,
on June [ ], 2002, at 10:00 a.m. and at any adjournment thereof, with all
powers the undersigned would possess if present in person. All previous
proxies given with respect to the meeting are revoked.
The undersigned hereby acknowledge(s) receipt of a copy of the accompanying
Notice of Special Meeting of Shareholders and the Proxy Statement with respect
thereto. This proxy may be revoked at any time before it is exercised.
THIS PROXY WILL BE VOTED AS INSTRUCTED ON THE MATTERS SET FORTH BELOW. IT IS
UNDERSTOOD THAT IF NO CHOICE IS SPECIFIED, THIS PROXY WILL BE VOTED IN
ACCORDANCE WITH THE RECOMMENDATIONS OF THE BOARD OF DIRECTORS. UPON ALL OTHER
MATTERS THE PROXIES SHALL VOTE ACCORDING TO THEIR BEST JUDGMENT. In their
discretion, the Proxies are each authorized to vote upon such other business as
may properly come before the meeting and any adjournments or postponements of
the meeting unless otherwise prohibited by the undersigned. If a nominee for
Director is unable to serve or will not serve, the persons named as Proxies may
vote all of the shares represented hereby for the election of such other person
as Fund management may designate. A shareholder wishing to vote in accordance
with the Board of Directors' recommendation need only sign and date this proxy
and return it in the envelope provided.
PLEASE VOTE, DATE AND SIGN ON REVERSE AND PROMPTLY RETURN THIS PROXY IN THE
ENCLOSED ENVELOPE.
PLEASE FILL IN BOX(ES) AS
SHOWN USING BLUE OR BLACK
INK OR NUMBER 2 PENCIL.
PLEASE DO NOT USE FINE
POINT PENS.
[X]
I. To elect the following WITHHOLD FOR ALL
nominees to the Board FOR ALL ALL EXCEPT
of Directors:
(1) Winifred Ellen Coleman, [ ] [ ] [ ]
(2) Dr. Robert M. Gavin, (3)
Duane E. Hill, (4) William
Atchinson O'Neill, (5) Phillip
O. Peterson, (6) Millard
Handley Pryor, Jr., (7)
Lowndes Andrew Smith, (8) John
Kelley Springer, and (9) David
M. Znamierowski
To withhold authority to vote for
any individual nominee mark the box
"For All Except" and write the
nominee's number on the line below
------------------------------
II. To approve proposals to FOR AGAINST ABSTAIN
eliminate or revise certain
fundamental investment
policies of the Fund.
A(i). Proposal to revise the [ ] [ ] [ ]
fundamental policy
regarding the issuing
of senior securities.
A(ii). Proposal to revise the [ ] [ ] [ ]
fundamental policy
regarding the
borrowing of money.
C. Proposal to adopt a [ ] [ ] [ ]
new fundamental policy
regarding investment
concentrations within
a particular industry.
D. Proposal to revise the [ ] [ ] [ ]
fundamental policy
regarding the making
of loans.
E. Proposal to revise [ ] [ ] [ ]
the fundamental
policy regarding
underwriting of
securities.
F. Proposal to revise [ ] [ ] [ ]
the fundamental
policy regarding
investments in real
estate or interests
therein.
G. Proposal to revise [ ] [ ] [ ]
the fundamental
policy regarding
purchases and sales
of commodities and
commodities contracts.
III. To convert the fundamental [ ] [ ] [ ]
investment objectives to
non-fundamental
Date
-------------------
Please sign exactly as name appears to the left. When signing as attorney,
executor, administrator, trustee, or guardian, please give full title as such.
If signing for a corporation, please sign in full corporate name by authorized
person. If a partnership, please sign in partnership name by authorized person.
Shareholder(s) signs here.
HARTFORD GLOBAL COMMUNICATIONS HLS FUND
HARTFORD GLOBAL FINANCIAL SERVICES HLS FUND
PROXY FOR SPECIAL SHAREHOLDERS MEETING
TO BE HELD June [ ], 2002
THIS PROXY IS SOLICITED ON BEHALF
OF THE BOARD OF DIRECTORS
The undersigned appoints David M. Znamierowski, George R. Jay, Daniel Burton,
Robert W. Beltz, Jr., Scott R. Plummer, Tamara L. Fagely, and Kevin J. Carr or
each of them with power to act without the other and with the right of
substitution in each, the proxies of the undersigned to vote all shares of the
Fund named above (the "Fund") held by the undersigned on May 9, 2002, at a
Special Shareholders Meeting of the Fund, to be held at the offices of HL
Investment Advisors, LLC, 200 Hopmeadow Street, Simsbury, Connecticut 06089, on
June [ ], 2002, at 10:00 a.m. and at any adjournment thereof, with all powers
the undersigned would possess if present in person. All previous proxies given
with respect to the meeting are revoked.
The undersigned hereby acknowledge(s) receipt of a copy of the accompanying
Notice of Special Meeting of Shareholders and the Proxy Statement with respect
thereto. This proxy may be revoked at any time before it is exercised.
THIS PROXY WILL BE VOTED AS INSTRUCTED ON THE MATTERS SET FORTH BELOW. IT IS
UNDERSTOOD THAT IF NO CHOICE IS SPECIFIED, THIS PROXY WILL BE VOTED IN
ACCORDANCE WITH THE RECOMMENDATIONS OF THE BOARD OF DIRECTORS. UPON ALL OTHER
MATTERS THE PROXIES SHALL VOTE ACCORDING TO THEIR BEST JUDGMENT. In their
discretion, the Proxies are each authorized to vote upon such other business as
may properly come before the meeting and any adjournments or postponements of
the meeting unless otherwise prohibited by the undersigned. If a nominee for
Director is unable to serve or will not serve, the persons named as Proxies may
vote all of the shares represented hereby for the election of such other person
as Fund management may designate. A shareholder wishing to vote in accordance
with the Board of Directors' recommendation need only sign and date this proxy
and return it in the envelope provided.
PLEASE VOTE, DATE AND SIGN ON REVERSE AND PROMPTLY RETURN THIS PROXY IN THE
ENCLOSED ENVELOPE.
PLEASE FILL IN BOX(ES) AS
SHOWN USING BLUE OR BLACK
INK OR NUMBER 2 PENCIL.
PLEASE DO NOT USE FINE
POINT PENS.
[X]
I. To elect the following WITHHOLD FOR ALL
nominees to the Board FOR ALL ALL EXCEPT
of Directors:
(1) Winifred Ellen Coleman, [ ] [ ] [ ]
(2) Dr. Robert M. Gavin, (3)
Duane E. Hill, (4) William
Atchinson O'Neill, (5) Phillip
O. Peterson, (6) Millard
Handley Pryor, Jr., (7)
Lowndes Andrew Smith, (8) John
Kelley Springer, and (9) David
M. Znamierowski
To withhold authority to vote for
any individual nominee mark the box
"For All Except" and write the
nominee's number on the line below
------------------------------
II. To approve proposals to FOR AGAINST ABSTAIN
eliminate or revise certain
fundamental investment
policies of the Fund.
A(i). Proposal to revise the [ ] [ ] [ ]
fundamental policy
regarding the issuing
of senior securities.
A(ii). Proposal to revise the [ ] [ ] [ ]
fundamental policy
regarding the
borrowing of money.
C. Proposal to adopt a [ ] [ ] [ ]
new fundamental policy
regarding investment
concentrations within
a particular industry.
D. Proposal to revise [ ] [ ] [ ]
the fundamental
policy regarding the
making of loans.
E. Proposal to revise [ ] [ ] [ ]
the fundamental
policy regarding
underwriting of
securities.
F. Proposal to revise [ ] [ ] [ ]
the fundamental
policy regarding
investments in real
estate or interests
therein.
G. Proposal to revise [ ] [ ] [ ]
the fundamental
policy regarding
purchases and sales
of commodities and
commodities contracts.
Date
-------------------
Please sign exactly as name appears to the left. When signing as attorney,
executor, administrator, trustee, or guardian, please give full title as such.
If signing for a corporation, please sign in full corporate name by authorized
person. If a partnership, please sign in partnership name by authorized person.
Shareholder(s) signs here.
HARTFORD FOCUS HLS FUND
PROXY FOR SPECIAL SHAREHOLDERS MEETING
TO BE HELD June [ ], 2002
THIS PROXY IS SOLICITED ON BEHALF
OF THE BOARD OF DIRECTORS
The undersigned appoints David M. Znamierowski, George R. Jay, Daniel Burton,
Robert W. Beltz, Jr., Scott R. Plummer, Tamara L. Fagely, and Kevin J. Carr or
each of them with power to act without the other and with the right of
substitution in each, the proxies of the undersigned to vote all shares of the
Fund named above (the "Fund") held by the undersigned on May 9, 2002, at a
Special Shareholders Meeting of the Fund, to be held at the offices of HL
Investment Advisors, LLC, 200 Hopmeadow Street, Simsbury, Connecticut 06089, on
June [ ], 2002, at 10:00 a.m. and at any adjournment thereof, with all powers
the undersigned would possess if present in person. All previous proxies given
with respect to the meeting are revoked.
The undersigned hereby acknowledge(s) receipt of a copy of the accompanying
Notice of Special Meeting of Shareholders and the Proxy Statement with respect
thereto. This proxy may be revoked at any time before it is exercised.
THIS PROXY WILL BE VOTED AS INSTRUCTED ON THE MATTERS SET FORTH BELOW. IT IS
UNDERSTOOD THAT IF NO CHOICE IS SPECIFIED, THIS PROXY WILL BE VOTED IN
ACCORDANCE WITH THE RECOMMENDATIONS OF THE BOARD OF DIRECTORS. UPON ALL OTHER
MATTERS THE PROXIES SHALL VOTE ACCORDING TO THEIR BEST JUDGMENT. In their
discretion, the Proxies are each authorized to vote upon such other business as
may properly come before the meeting and any adjournments or postponements of
the meeting unless otherwise prohibited by the undersigned. If a nominee for
Director is unable to serve or will not serve, the persons named as Proxies may
vote all of the shares represented hereby for the election of such other person
as Fund management may designate. A shareholder wishing to vote in accordance
with the Board of Directors' recommendation need only sign and date this proxy
and return it in the envelope provided.
PLEASE VOTE, DATE AND SIGN ON REVERSE AND PROMPTLY RETURN THIS PROXY IN THE
ENCLOSED ENVELOPE.
PLEASE FILL IN BOX(ES) AS
SHOWN USING BLUE OR BLACK
INK OR NUMBER 2 PENCIL.
PLEASE DO NOT USE FINE
POINT PENS.
[X]
I. To elect the following WITHHOLD FOR ALL
nominees to the Board FOR ALL ALL EXCEPT
of Directors:
(1) Winifred Ellen Coleman, [ ] [ ] [ ]
(2) Dr. Robert M. Gavin, (3)
Duane E. Hill, (4) William
Atchinson O'Neill, (5) Phillip
O. Peterson, (6) Millard
Handley Pryor, Jr., (7)
Lowndes Andrew Smith, (8) John
Kelley Springer, and (9) David
M. Znamierowski
To withhold authority to vote for
any individual nominee mark the box
"For All Except" and write the
nominee's number on the line below
------------------------------
II. To approve proposals to FOR AGAINST ABSTAIN
eliminate or revise certain
fundamental investment
policies of the Fund.
A(i). Proposal to revise the [ ] [ ] [ ]
fundamental policy
regarding the issuing
of senior securities.
A(ii). Proposal to revise [ ] [ ] [ ]
the fundamental
policy regarding the
borrowing of money.
B. Proposal to revise [ ] [ ] [ ]
the fundamental
policy regarding
investment
concentrations within
a particular industry.
D. Proposal to revise [ ] [ ] [ ]
the fundamental
policy regarding the
making of loans.
E. Proposal to revise [ ] [ ] [ ]
the fundamental
policy regarding
underwriting of
securities.
F. Proposal to revise [ ] [ ] [ ]
the fundamental
policy regarding
investments in real
estate or interests
therein.
G. Proposal to revise [ ] [ ] [ ]
the fundamental
policy regarding
purchases and sales
of commodities and
commodities contracts.
Date
-------------------
Please sign exactly as name appears to the left. When signing as attorney,
executor, administrator, trustee, or guardian, please give full title as such.
If signing for a corporation, please sign in full corporate name by authorized
person. If a partnership, please sign in partnership name by authorized person.
Shareholder(s) signs here.
HARTFORD INTERNATIONAL CAPITAL APPRECIATION HLS FUND
HARTFORD VALUE HLS FUND
HARTFORD INTERNATIONAL SMALL COMPANY HLS FUND
HARTFORD MIDCAP VALUE HLS FUND
HARTFORD GROWTH HLS FUND
PROXY FOR SPECIAL SHAREHOLDERS MEETING
TO BE HELD June [ ], 2002
THIS PROXY IS SOLICITED ON BEHALF
OF THE BOARD OF DIRECTORS
The undersigned appoints David M. Znamierowski, George R. Jay, Daniel Burton,
Robert W. Beltz, Jr., Scott R. Plummer, Tamara L. Fagely, and Kevin J. Carr or
each of them with power to act without the other and with the right of
substitution in each, the proxies of the undersigned to vote all shares of the
Fund named above (the "Fund") held by the undersigned on May 9, 2002, at a
Special Shareholders Meeting of the Fund, to be held at the offices of HL
Investment Advisors, LLC, 200 Hopmeadow Street, Simsbury, Connecticut 06089, on
June [ ], 2002, at 10:00 a.m. and at any adjournment thereof, with all powers
the undersigned would possess if present in person. All previous proxies given
with respect to the meeting are revoked.
The undersigned hereby acknowledge(s) receipt of a copy of the accompanying
Notice of Special Meeting of Shareholders and the Proxy Statement with respect
thereto. This proxy may be revoked at any time before it is exercised.
THIS PROXY WILL BE VOTED AS INSTRUCTED ON THE MATTERS SET FORTH BELOW. IT IS
UNDERSTOOD THAT IF NO CHOICE IS SPECIFIED, THIS PROXY WILL BE VOTED IN
ACCORDANCE WITH THE RECOMMENDATIONS OF THE BOARD OF DIRECTORS. UPON ALL OTHER
MATTERS THE PROXIES SHALL VOTE ACCORDING TO THEIR BEST JUDGMENT. In their
discretion, the Proxies are each authorized to vote upon such other business as
may properly come before the meeting and any adjournments or postponements of
the meeting unless otherwise prohibited by the undersigned. If a nominee for
Director is unable to serve or will not serve, the persons named as Proxies may
vote all of the shares represented hereby for the election of such other person
as Fund management may designate. A shareholder wishing to vote in accordance
with the Board of Directors' recommendation need only sign and date this proxy
and return it in the envelope provided.
PLEASE VOTE, DATE AND SIGN ON REVERSE AND PROMPTLY RETURN THIS PROXY IN THE
ENCLOSED ENVELOPE.
PLEASE FILL IN BOX(ES) AS SHOWN USING
BLUE OR BLACK INK OR NUMBER 2 PENCIL.
PLEASE DO NOT USE FINE POINT PENS.
[X]
I. To elect the following nominees to the Board WITHHOLD FOR ALL
of Directors: FOR ALL ALL EXCEPT
(1) Winifred Ellen Coleman, (2) Dr. Robert M. [ ] [ ] [ ]
Gavin, (3) Duane E. Hill, (4) William
Atchinson O'Neill, (5) Phillip O. Peterson,
(6) Millard Handley Pryor, Jr., (7) Lowndes
Andrew Smith, (8) John Kelley Springer, and
(9) David M. Znamierowski
To withhold authority to vote for any
individual nominee mark the box "For All
Except" and write the nominee's number on
the line below
------------------------------
II. To approve proposals to eliminate or revise FOR AGAINST ABSTAIN
certain fundamental investment policies of
the Fund.
A(i). Proposal to revise the [ ] [ ] [ ]
fundamental policy regarding
the issuing of senior
securities.
A(ii). Proposal to revise the [ ] [ ] [ ]
fundamental policy regarding the
borrowing of money.
B. Proposal to revise the [ ] [ ] [ ]
fundamental policy regarding
investment concentrations within
a particular industry.
D. Proposal to revise the [ ] [ ] [ ]
fundamental policy regarding the
making of loans.
E. Proposal to revise the [ ] [ ] [ ]
fundamental policy regarding
underwriting of securities.
F. Proposal to revise the [ ] [ ] [ ]
fundamental policy regarding
investments in real estate or
interests therein.
G. Proposal to revise the [ ] [ ] [ ]
fundamental policy regarding
purchases and sales of
commodities and commodities
contracts.
H. Proposal to eliminate the [ ] [ ] [ ]
fundamental policy regarding the
diversification of investments.
Date
-------------------------------
Please sign exactly as name appears to the left. When signing as attorney,
executor, administrator, trustee, or guardian, please give full title as such.
If signing for a corporation, please sign in full corporate name by authorized
person. If a partnership, please sign in partnership name by authorized person.
Shareholder(s) signs here.
HARTFORD GLOBAL LEADERS HLS FUND
HARTFORD GROWTH AND INCOME HLS FUND
HARTFORD HIGH YIELD HLS FUND
PROXY FOR SPECIAL SHAREHOLDERS MEETING
TO BE HELD June [ ], 2002
THIS PROXY IS SOLICITED ON BEHALF
OF THE BOARD OF DIRECTORS
The undersigned appoints David M. Znamierowski, George R. Jay, Daniel Burton,
Robert W. Beltz, Jr., Scott R. Plummer, Tamara L. Fagely, and Kevin J. Carr or
each of them with power to act without the other and with the right of
substitution in each, the proxies of the undersigned to vote all shares of the
Fund named above (the "Fund") held by the undersigned on May 9, 2002, at a
Special Shareholders Meeting of the Fund, to be held at the offices of HL
Investment Advisors, LLC, 200 Hopmeadow Street, Simsbury, Connecticut 06089, on
June [ ], 2002, at 10:00 a.m. and at any adjournment thereof, with all powers
the undersigned would possess if present in person. All previous proxies given
with respect to the meeting are revoked.
The undersigned hereby acknowledge(s) receipt of a copy of the accompanying
Notice of Special Meeting of Shareholders and the Proxy Statement with respect
thereto. This proxy may be revoked at any time before it is exercised.
THIS PROXY WILL BE VOTED AS INSTRUCTED ON THE MATTERS SET FORTH BELOW. IT IS
UNDERSTOOD THAT IF NO CHOICE IS SPECIFIED, THIS PROXY WILL BE VOTED IN
ACCORDANCE WITH THE RECOMMENDATIONS OF THE BOARD OF DIRECTORS. UPON ALL OTHER
MATTERS THE PROXIES SHALL VOTE ACCORDING TO THEIR BEST JUDGMENT. In their
discretion, the Proxies are each authorized to vote upon such other business as
may properly come before the meeting and any adjournments or postponements of
the meeting unless otherwise prohibited by the undersigned. If a nominee for
Director is unable to serve or will not serve, the persons named as Proxies may
vote all of the shares represented hereby for the election of such other person
as Fund management may designate. A shareholder wishing to vote in accordance
with the Board of Directors' recommendation need only sign and date this proxy
and return it in the envelope provided.
PLEASE VOTE, DATE AND SIGN ON REVERSE AND PROMPTLY RETURN THIS PROXY IN THE
ENCLOSED ENVELOPE.
PLEASE FILL IN BOX(ES) AS SHOWN USING
BLUE OR BLACK INK OR NUMBER 2 PENCIL.
PLEASE DO NOT USE FINE POINT PENS.
[X]
I. To elect the following nominees to the Board of WITHHOLD FOR ALL
Directors: FOR ALL ALL EXCEPT
(1) Winifred Ellen Coleman, (2) Dr. Robert M. [ ] [ ] [ ]
Gavin, (3) Duane E. Hill, (4) William Atchinson
O'Neill, (5) Phillip O. Peterson, (6) Millard
Handley Pryor, Jr., (7) Lowndes Andrew Smith,
(8) John Kelley Springer, and (9) David M.
Znamierowski
To withhold authority to vote for any individual
nominee mark the box "For All Except" and write
the nominee's number on the line below
------------------------------
II. To approve proposals to eliminate or revise FOR AGAINST ABSTAIN
certain fundamental investment policies of the
Fund.
A(i). Proposal to revise the [ ] [ ] [ ]
fundamental policy regarding the
issuing of senior securities.
A(ii). Proposal to revise the fundamental [ ] [ ] [ ]
policy regarding the borrowing of
money.
B. Proposal to revise the fundamental [ ] [ ] [ ]
policy regarding investment
concentrations within a particular
industry.
D. Proposal to revise the fundamental [ ] [ ] [ ]
policy regarding the making of
loans.
E. Proposal to revise the fundamental [ ] [ ] [ ]
policy regarding underwriting of
securities.
F. Proposal to revise the fundamental [ ] [ ] [ ]
policy regarding investments in
real estate or interests therein.
G. Proposal to revise the fundamental [ ] [ ] [ ]
policy regarding purchases and
sales of commodities and
commodities contracts.
H. Proposal to eliminate the [ ] [ ] [ ]
fundamental policy regarding the
diversification of investments.
III. To convert the fundamental investment [ ] [ ] [ ]
objectives of certain funds from fundamental
to non-fundamental
Date
-------------------------------
Please sign exactly as name appears to the left. When signing as attorney,
executor, administrator, trustee, or guardian, please give full title as such.
If signing for a corporation, please sign in full corporate name by authorized
person. If a partnership, please sign in partnership name by authorized person.
Shareholder(s) signs here.
HARTFORD CAPITAL APPRECIATION HLS FUND, INC.
HARTFORD DIVIDEND AND GROWTH HLS FUND, INC.
HARTFORD INDEX HLS FUND, INC.
HARTFORD INTERNATIONAL OPPORTUNITIES HLS FUND, INC.
HARTFORD MIDCAP HLS FUND, INC.
HARTFORD SMALL COMPANY HLS FUND, INC.
HARTFORD STOCK HLS FUND, INC.
HARTFORD ADVISERS HLS FUND, INC.
HARTFORD GLOBAL ADVISERS HLS FUND, INC.
HARTFORD BOND HLS FUND, INC.
HARTFORD MORTGAGE SECURITIES HLS FUND, INC.
HARTFORD MONEY MARKET HLS FUND, INC.
PROXY FOR SPECIAL SHAREHOLDERS MEETING
TO BE HELD June [ ], 2002
THIS PROXY IS SOLICITED ON BEHALF
OF THE BOARD OF DIRECTORS
The undersigned appoints David M. Znamierowski, George R. Jay, Daniel Burton,
Robert W. Beltz, Jr., Scott R. Plummer, Tamara L. Fagely, and Kevin J. Carr or
each of them with power to act without the other and with the right of
substitution in each, the proxies of the undersigned to vote all shares of the
Fund named above (the "Fund") held by the undersigned on May 9, 2002, at a
Special Shareholders Meeting of the Fund, to be held at the offices of HL
Investment Advisors, LLC, 200 Hopmeadow Street, Simsbury, Connecticut 06089, on
June [ ], 2002, at 10:00 a.m. and at any adjournment thereof, with all powers
the undersigned would possess if present in person. All previous proxies given
with respect to the meeting are revoked.
The undersigned hereby acknowledge(s) receipt of a copy of the accompanying
Notice of Special Meeting of Shareholders and the Proxy Statement with respect
thereto. This proxy may be revoked at any time before it is exercised.
THIS PROXY WILL BE VOTED AS INSTRUCTED ON THE MATTERS SET FORTH BELOW. IT IS
UNDERSTOOD THAT IF NO CHOICE IS SPECIFIED, THIS PROXY WILL BE VOTED IN
ACCORDANCE WITH THE RECOMMENDATIONS OF THE BOARD OF DIRECTORS. UPON ALL OTHER
MATTERS THE PROXIES SHALL VOTE ACCORDING TO THEIR BEST JUDGMENT. In their
discretion, the Proxies are each authorized to vote upon such other business as
may properly come before the meeting and any adjournments or postponements of
the meeting unless otherwise prohibited by the undersigned. If a nominee for
Director is unable to serve or will not serve, the persons named as Proxies may
vote all of the shares represented hereby for the election of such other person
as Fund management may designate. A shareholder wishing to vote in accordance
with the Board of Directors' recommendation need only sign and date this proxy
and return it in the envelope provided.
PLEASE VOTE, DATE AND SIGN ON REVERSE AND PROMPTLY RETURN THIS PROXY IN THE
ENCLOSED ENVELOPE.
PLEASE FILL IN BOX(ES) AS SHOWN USING
BLUE OR BLACK INK OR NUMBER 2 PENCIL.
PLEASE DO NOT USE FINE POINT PENS.
[X]
I. To elect the following nominees to the Board of WITHHOLD FOR ALL
Directors: FOR ALL ALL EXCEPT
(1) Winifred Ellen Coleman, (2) Dr. Robert M. [ ] [ ] [ ]
Gavin, (3) Duane E. Hill, (4) William Atchinson
O'Neill, (5) Phillip O. Peterson, (6) Millard
Handley Pryor, Jr., (7) Lowndes Andrew Smith,
(8) John Kelley Springer, and (9) David M.
Znamierowski
To withhold authority to vote for any
individual nominee mark the box "For All
Except" and write the nominee's number on
the line below
------------------------------
II. To approve proposals to eliminate or revise FOR AGAINST ABSTAIN
certain fundamental investment policies of the
Fund.
A(i). Proposal to revise the [ ] [ ] [ ]
fundamental policy regarding the
issuing of senior securities.
A(ii). Proposal to revise the fundamental [ ] [ ] [ ]
policy regarding the borrowing of
money.
B. Proposal to revise the fundamental [ ] [ ] [ ]
policy regarding investment
concentrations within a particular
industry.
D. Proposal to revise the fundamental [ ] [ ] [ ]
policy regarding the making of
loans.
E. Proposal to revise the fundamental [ ] [ ] [ ]
policy regarding underwriting of
securities.
F. Proposal to revise the fundamental [ ] [ ] [ ]
policy regarding investments in
real estate or interests therein.
G. Proposal to revise the fundamental [ ] [ ] [ ]
policy regarding purchases and
sales of commodities and
commodities contracts.
H. Proposal to eliminate the [ ] [ ] [ ]
fundamental policy regarding the
diversification of investments.
III. To convert the fundamental investment [ ] [ ] [ ]
objectives of certain funds from fundamental to
non-fundamental
IV. To reorganize the Fund from a Maryland [ ] [ ] [ ]
corporation into a series of Hartford Series
Fund, Inc., a Maryland corporation.
Date
-------------------------------
Please sign exactly as name appears to the left. When signing as attorney,
executor, administrator, trustee, or guardian, please give full title as such.
If signing for a corporation, please sign in full corporate name by authorized
person. If a partnership, please sign in partnership name by authorized person.
Shareholder(s) signs here.